Oneida Tribe of Indians of WisconsinPost Office Box 365

Phone: 869-2214 Oneida, WI 54155UGWA DEMOLUM YATEHEBecause of the help ollh,sOne,da Ch'el ,n cemenl,nga I"endsh,p between thes,x natoons and the Colony01 Pennsylvan,a a new na-I,on the Un'ted States wasmade possible

OneIdas brIngIng several

hundred bags of corn toWashIngton 5 starvIng army

at Valley Forge after the

colonists had conSlstenlly

refused to aId them

RESOllJTION if 5-19-89-F

the Oneida Tribe of Indians of WiSCOnsUl is a federally recognizedIndian gove~nt and a Treaty Tribe re(~ognized by the laws of theUnited States, and

w:IERFAS,

the Oneida General Tribal Council is the governing body of theOneida Tribe of Indians of Wisconsin, and

VlmREAS,

the Q1eida Business Comnittee has been (jelegated the authority ofArticle IV, Section 1 of the Oneida Tribal Constitution by theOneida General Tribal Council, and

WHEREAS,

the Oneida Tribe contracted on Septanber 9, 1988, with ~International, Ltd., to provide services related to thetransmission of a live bingo game via satellite which isinterconnected with other Indian tribes to conduct the sane ganesimlltaneously, and

\oIIEREAS,

the garre known as MIU..ION OOUAR MEGA BINGO has benefitted theilieida Tribe and which the Oneida Tribe will continue to conductpursuant to its duly enacted laws, and

'WHEREAS,

'WHERFAS, GAMMA has requested the execution of a standardized contractentitled "Integrated Gaming Services Agreenalt", a copy of which ishere attached, to facilitate necessary review and approvals of theUnited States DepartIIent of the Interior, B. I.A. and the NatiooalIndian Gaming Coomission pursuant to the Indian Gaming RegulatoryAct of 1988, (P.L. 100-497), and

\.J:IEREAS, the terms of the Integrated Gaming Services Agreenent includes alltermg protective of the Ckleida Tribe, its sovereignty, itsresources which were included into the present existing contract,and

the Q:leida Business Conmittee is authorized to conduct the businessof the Oneida Tribe and enter into agreeIIents that will benefit theQ:leida Tribe pursuant to the Ckleida ~lstitution, Article IV,Section l, as aIrended, and

WHEREAS,

it is the desire of the Oneida Tribe to assist GAM-IA in expeditingapproval of the Integrated Gaming Servj.ces Agreement.

WHEREAS,

RESOLln'ION 115-19-89-FPage 2

NOW, 'nIEREFORE BE IT RESOLVED: that the Oneida Business ConIDittee emp~redby the Oneida Constitution and the Oneida General '1:ribal Council, herebyagrees and contracts, pursuant to the terms and prcwisions of the attachedIntegrated Gaming Services Agreenent, with the ~fA Corporation to conductlive satellite bingo on the Oneida Indian Reservatj.on under the laws of theQ:leida Tribe and consistent with the Indian Gaming Regulatory Act of 1988(P.L. 100-497)

CERTIFICATION

I, the undersigned, as Secretary of the Oneida Business CarnJittee, herebycertify that the llieida Business Conmittee is conposed of 9 rembers, ofwhcm 5 nanbers constitutes a qUOrt.nl. 7 nanbers were present at a nEetingduly -ca!led, noticed and held on the 19~ day of ~ 1989; that theforegoing resolution was duly adopted at, such nEeti"Iigoy a vote of 6 nanbersfor; 0 nenbers against, 0 menbers not voting; and that said res"O1Ution hasnot be'er:i rescinded or aIOOnB in any way.

.,.-.,

/f~~:~::.~< ~~~:.c..:~~"""

."lr10al ~ecretaryTribe of Indians of Wisconsin

TRIBAL ATTORNEYS

GERALD L. HILLSHARON HOUSE CORNELIUSJO A. SWAMP

MEMORANDUM

PURCELL POWLESS, TRIBAL CHAIRMANONEIDA BUSINESS COI1MITTEE A 1JK

JERRY L. HILL, TRIBAL ATTORNEY L~

FROM:DATE:

MAY 17, 1989

GAMMA INTEGRATED GAMING SERVICES AGREEMENT

I have reviewed and incorporated the terms of the OneidaTribe's present contract with GAMMA into the above IntegratedGaming Services Agreement. The reason for the change of the formof the agreement is to expedite approval of GAMMA's agreementswith all participating tribes by uniformity.

The protections negotiated in the first agreement are hereincluded and there are no material changes to any substantiveterms.

This is ~ a renegotiated agreement.

JLH:tjh

P.O. BOX 209ONEIDA, WISCONSIN 54155

(414) 869-2345 or (414) 869-2214

INTEGRATED GAMING SERVICES AGREEMENT

This Agreement is entered into this day of1989, by and between the Oneida Tribe of I"ii:dIans of W1sconsin onbehalf of the Oneida Bingo Enterprise which operated the bingooperations on behalf of the Oneida Tribe of Indians of Wisconsin(the "Tribe") and GaliUt\a International, Ltd., a Delawarecorporation with a principal place of business at 5215 NorthO'Connor Boulevard, suite 530, Irving, Texas 75039 ("GaliUt\a").

BACKGROUND

The Tribe conducts various games at the Oneida Bingo gamingfacility located at Oneida, Wisconsin (the "Hall").

Gamma is in the business of providing technical, financialand other services required for the conduct of "IntegratedGames", hereby defined as lawful games played simultaneously in anumber of gaming facilities located on "Indian lands" (as suchterm is defined in the Indian Gaming Regulatory Act, Public Law100-497, the "Act") utilizing electronically interconnecting andmerging play and integrated revenue and prize pools.

The parties to this Agreement desire that the Tribe engagein and conduct, and that Gamma provide technical and otherintegration services to the Tribe in support of, Integrated Garnesat the Hall.

The parties understand and agree that the Integrated Garnesto be conducted at the Hall under and in connection with thisAgreement (the "Garnes") initially shall be a series of high-stakes bingo games (described in the Game Parameters provided forin this Agreement) and shall thereafter include such otherIntegrated Garnes as may be selected from time to time inaccordance with the terms of this Agreement which are legallYconductable under applicable law including the Act.

Now, therefore, in consideration of the mutual promises andcovenants of the parties contained in this Agreement, the partieshereto agree as follows:

TERMS AND CONDITIONS

Term and Termination

1.

1 Base Term.(i) The base term of this Agreement shall be for three

(3) years from the date of execution; however both parties shallhave the right to terminate the agreement during special periodsdescribed below in paragraph 1. 1.3.

(ii) The foregoing notwithstanding, in the event thatBingo Management is not the Tribe, but rather an organizationconducting bingo operations on behalf of the Tribe, thisAgreement shall be for a term equal to, and concurrent with,

Bingo Management's agreement with the Tribe respecting conductingtheir bingo operations but not more than three (3) years.Further, in the event that such management agreement is to a termwhich expires less than three (3) years from the date ofexecution of this Agreement, and such management agreement islater extended, renewed or novated for a period of time ending atleast three (3) years from the date of this Agreement, the termof this Agreement shall be automatically extended two (2) two (2)year terms totalling four (4) years, unless notified in writingof the intention not to extend not less than ninety (90) daysprior to the expiration of each term.

(iii) In the event that Bingo Management is not theTribe, but rather an organization conducting bingo operations ofbehalf of the Tribe, and if the Bingo Management's agreement withthe Tribe respecting conducting their bingo operations is for aterm which expires less than three (3) years from the date ofexecution of this Agreement, Gamma shall not be obligated toperform its duties pursuant to the Agreement unless and untilGamma receives assurances satisfactory to Gamma from the Tribethat Gamma will be permitted to continue providing the servicesdescribed herein to the Tribe or any successor managementcompanies until three (3) years from the execution of thisAgreement under terms and conditions substantially the same asthis Agreement as if the Agreement were for a term of three (3)years.

1.2 Extensions. Any extension beyond the base term of thisAgreement other than those automatic extension described inparagraph 1. 1.3 below shall be on such terms and conditions asmay be mutually agreed upon by the parties.

1.3. Termination. Other than as provided in this paragraphthis Agreement may not be terminated early except upon showing ofimpossibility of performance within the usual and customarymeaning of the term, force majeure or other cause beyond thecontrol of the parties, passage of federal legislation whichprohibits the games covered by this contract, or in the case offraud, material misrepresentation, or material breach by theother party. Either party can terminate this Agreement under theconditions shown below.

(i) If during the last sixty (60) days of operation ofthe first six (6) months of the Agreement the games average salesdo not exceed $20,000 per week, either party can terminate bygiving notice within two (2) weeks.

(ii) During the thirty (30) day periods after thefirst three (3) years of operation and after the first five (5)years of operation, either party can terminate. If no notice oftermination is given, the contract shall contain for the entirebase period of seven (7) years. If the Oneida Tribe selects toterminate under the conditions set forth in this paragraph, theTribe agrees not to start a similar competitive game for at leasttwo (2) years from the date of termination.

2

2. Duties of Garruna

2.1 Game Procedures.

2.1.1 Establishment. To ensure the technical quality,game uniformity, efficient coordination and operationalflexibility required for continued successful operation of theGames the parties agree that, except for the Game AccountingProcedures provided for in Section 4.1 hereof, Gamma shall besolely responsible for proposing, establishing and modifying fromtime to time the arrangements, systems, rules and proceduresdefining and used in the operation of the Games. The GameProcedures in all cases shall be consistent with the provisionsof this Agreement. .

2.1.2 Consultation with Committees. As more fully setforth in Article 5 hereof, certain committees have been and maybe established to provide for the mutual communication,cooperation and coordination between Gamma and the "Participants"(each Participant being defined as the party or partiesassociated with a participating hall who have contracted withGamma to conduct the Games at that hall) required for thesuccessful conduct of the Games, including an active role for theParticipants in the establishment and modification of GameProcedures. Gamma will attempt to attend all meetings of thecommittees and, to the extent practicable, will in good faithconsult with an give all due consideration to the concerns,desires and advice of the committees before proposing orimplementing new or materially modified Game Procedures.

2.1.3 Approval by Committees. (a) No later than May 15,1989, Gamma will formally submit the "Game Parameters" (definedas the Game Procedures which establish and define the prizestructure, game rules and other parameters defining the Games tobe conducted) which by then have been adopted by Gamma, andthereafter Gamma will submit any proposed material modificationsof the Game Parameters, to the Operations Committee (defined inArticle 5 hereof) for its approval thereof, which approval shallnot be unreasonably withheld.

(b) No later than May 15, 1989, Gamma will formallysubmit the "Financial Procedures" (defined as the Game Procedureswhich establish and define the Cash Management System defined inSection 4.2 hereof and the methods used to provide the protectionagainst prize duplication and the guaranty of payment of prizeswon referred to in Section 2.5 and 2.6 hereof) which by thenmaterial modification of the Financial Procedures, to the AuditCommittee (defined in Article 5 hereof) for its approval thereof,which approval shall not be unreasonably withheld.

(c) Any existing, new or modified Game Parameter orFinancial Procedure submitted to the proper committee asaforesaid shall be deemed approved by such committee unlessexpressly diapproved in writing by such committee within seven(7) business days after submission by Gamma. Once approved or

3

disapproved by the proper committee (or, in the event ofemergency, at such earlier time as Gamma in good faith shall deemnecessary in the circumstances), any such existing Game Parameteror Financial Procedure may be reaffirmed by Gamma and any suchnew or materially modified Gmae Parameter or Financial Proceduremay be adopted by Gamma, in which event the Tribe shall have thetermination rights set forth in Section 2.1.4 hereof if such GameParameter or Financial Procedure has been disapproved by theproper committee in accordance with the provisions of thisSection 2.1.3.

2.1.4 A~C~_ss, ~o~!f!cation and Termination Riqhts.Upon request the Tribe shall have access to and may copy duringnormal business hours all Game Procedures other than thoseportions which must be kept confidential for game security orintegrity reasons. Within five (5) business Days after theexecution of this Agreement, Gamma shall provide to the Tribe awritten summary of the major provisions of the Game Parametersand Financial Procedures by then adopted and notice of naycommittee disapproval thereof. Further, Gamma shall promptlyprovide to the Tribe a written summary of all new or materiallymodified Game Parameters and Financial Procedures thereafteradopted and notice of any committee disapproval thereof. TheTribe shall have the right to terminate this Agreement by writtennotice sent to Gamma no later than seven (7) business days afterthe aforesaid initial reaffirmation of any existing GameParameter or Financial Procedure or the adoption of any new ormaterially modified Game Parameter or Financial Procedure (or, iflater, seven (7) business days after intitial notification to theTribe of such initial reaffirmation or adoption) if such GameParameter or Financial Procedure has been disapproved by theproper committee in accordance with the provisions of Section2.1.3 above.

2.2 Equipment, Materials, Supplies and Personnel. Except asotherwise provided in this Agreement, Gamma shall design andprocure or otherwise provide repair and maintain in goodcondition at its sole expense all hardware, software, equipment,materials and supplies and shall provide the qualified personnelnecessary to operate the Games including but not limited to thoserequired to accomplish the tasks ascribed to Gamrn in Section 7.1hereof. Except as may be otherwise agreed in writing, Gammashall retain title to said hardware, software, equipment andunexpended supplies (and shall be permitted reasonable accessthereto to remove the same from the Tribe's lands at the end ofthe Term) except that, unless this Agreement is terminated priorto expiration of the initial five years of the Term, at the endof the Term title to any satellite receiving electronics anddishes and drawing monitoring equipment then being utilized inthe Games at the Hall shall be transferred without cost to theTribe.

2.3 Support. In its sole discretion, Gamma may procure suchtechnical, marketing and other support as it deems necessary oradvisable to effectuate the design, implementation and operation

4

of the Games, and to require such support groups to provide suchinformation as it may deem necessary, including but not limitedbackground investigations, to ensure the security and intergirtyof the Games. Gamma shall provide the Tribe with the names andaddresses of the principals of all subcontracted support groupsand any other information required for any review or approvalthereof mandated by applicable federal law.

2.4 Marketing. Gamma shall conduct such market analyses andresearch and place such paid advertising and promotions (inaddition to the efforts to be made by the Tribe under Section 3.4hereof) as Gamma, in its sole discretion, deems necessary oradvisable. Gamma's general advertising and promotional plansshall be submitted for approval by the Marketing Committee, whichapproval shall not be unreasonably withheld, and the same shallbe deemed approved by the committee unless expressly disapprovedin writing by the committee within sevne (7) business days aftersubmission by Gamma.

2.5 Protection Against Prize Duplication. Gamma shallprovide reasonable commercially available errors and omissionsinsurance coverage or other suitable protection against thepossibility of duplication of prize liabilities due to themalfunction of equipment and/or actions of personnel provided byGamma and its subcontractors.

2.6 Guaranty of Prizes. Gamma shall guaranty the payment ofprizes of won in the Games by letters of credit, performancebonds, escrowed funds, insurance and/or other guarantees. TheTribe shall not advertise any prize which has not beenestablished by Gamma under Section 2.1 hereof.

2.7 Licenses and Approvals. Gamma shall obtian any licensesand approvals required for the operation of the Games underapplicable law and shall commencement of the Games at the Hall.

2.8 Environmental Assessment. Gamma shall be responsible atits own expense to obtain any environmental assessments orstudies required by federal law in connection with thisAgreement.

3. Duties of the Tribe

3.1 Space. The Tribe shall-provide to Gamma sufficientsecure space in the Hall for Gamma to accomplish the following:(i) sell Game cards and tickets for each Game from up to four (4)hours prior to the commencement of each session of the Games andto perform necessary accounting activities up to one (1) hourafter the close of each session of the Games, (ii) store up toone hundred thousand (100,000) Game cards or tickets and (iii)store and use such equipment (including but not limited tocomputers, cameras and telecasting, reception and monitoringdevices) as Gamma deems necessary to the conduct of the Games atthe Hall.

5

3.2 Time Allocation. Except as may otherwise be mutuallyagreed in writing by the parties hereto and absenting technicaldifficulties on the part of Gamma, the Games will be conducted atthe Hall in the time slot (not to exceed 30 minutes in durationwithout the consent of the Tribe) established from time to timeby Gamma during each day the Hall is open for gaming businessduring said time slot.

3.3 Access. The Tribe shall allow Gamma reasonable accessto its property for purposes of installing, operating andmaintaining any and all Game equipment.

3.4 Advertisinq and Promo~ion. The Tribe shall provide suchadvertising and promotion of the Games as it deems, in its solediscretion, to be required to stimulate optimal playerparticipation in the Games at the Gall, and the Tribe willcooperate with Gamma's advertising and promotional efforts.

3.5 Cooperation. The Tribe will cooperate in good faithiwth any effort by Gamma to obtain any environmental assessmentsor studies and any licenses or approvals deemed by Gamma to benecessary or desirable respecting this Agreement or the conductof the Games hereunder including, but not limited to, approval ofthis Agreement by the Bureau of Indian Affairs ("BIA") and/or theNational Indian Gaming Commission (the "Commission").

3.6 Data. Upon the request of Gamma made from time to time,the Tribe-wIIl provide Gamma with such information and data asthe Tribe shall then possess regarding bingo and other gamesconducted on Indian lands and possible markets for the Games,which information and data shall be protected regardingdisclosure under the provisions of section 6.2 hereof. The Tribeshall also make available to Gamma the Hall and its customers inorder to facilitate the conduct of any marketing research to beconducted by Gamma under section 2.4 hereof.

4. Financial Ma~ters

4.1 Game Accounting Progedu~es. No later than one weekbefore the scheduled commencement of the Games at the Hall, Gammaand the Tribe shall agree upon specific written procedures ("GameAccounting Procedures") to be followed by the parties heretoregarding the sale of Game cards or tickets at the hall and thehandling of the revenues derived from such sales (the "HallRevenues") including, without limitation:

(i) the allocation and distribution of Game cards ortickets to Gamma and/or the Tribe for sale to the players at theHall,

(ii) the sale of Game cards or tickets to the playersand collection of the purchase price from the players,

6

(iii) the return to Gamma and deallocation of thoseGame cards or tickets which have been allocated for sale but havenot been sold prior to the start of each Game session,

(iv) the reconciliation of the cash receipts collectedby each party hereto with the receipts to be expected from thesale by such party of the Game cards or tickets allocated and notdeallocated to such party. Any shortage in receipts collected bya party hereto shall be deemed a part of the Hall Revenuescollected by such party and shall be provided by such party incash for deposit under (v) immediately below, and

(v) the local deposit no later than the next bankingday in immediately available funds of said Hall Revenues less anyamounts to be deducted there form (for immediate payment of prizesor otherwise) prior to deposit in accordance with the terms ofthis Agreement and the Game Procedures.

The Hall Procedures in all cases shall be consistent withthe terms of this Agreement and the Game Procedures and may beamended from time to time by the mutual written agreement of theparties hereto.

4.2 Cash Management System. Gamm shall be solelyresponsible for the allocation, disbursement and distribution inconformity with the provisions of this Agreement of all HallRevenues which are locally deposited in accordance with Section4.1(v) above. All such deposited Hall Revenues shall betransferred promptly and directly to an account or accounts underthe control of a bank, trust company of similar disinterestedorganization (the "Agent") which will hold, allocate, disburseand distribute said funds as aforesaid under an escrow agreementor similar arrangement with Gamma (the "Cash Management System")adequate to safeguard such deposited Hall Revenues. Gamma hasestablished and from time to time may modify the Cash ManagementSystem (with the same or a different Agent). Such existing CashManagement System and any material modification thereof shall besubmitted to the Audit Committee for approval in accordance withSection 2.1.3 hereof.

4.3 Prize Allocation. Seventy (70%) percent of the HallRevenues shall be allocated to an account (said portion of theHall Revenues and said account hereinafter referred to as the"Prize Allocation") for the payment of (i) the prizes won in theGames, (ii) any out-of-pocket cost or expense incurred by Gammain connection with guarantying the payment of said prizes, (iii)the Agent's fee and (iv) any governmental taxes, fees or charges(other than income taxes) directly or indirectly incurred by theparties hereto arising out of or in connection with the conductof the Games at the Hall.

4.4 Compensation. The Tribe shall be entitled to a fee (the"Tribe's Fee"), each fee being equal to fifteen (15%) percent ofthe Hall Revenues. Subject to the Prize Reserve provisions ofSection 4.5(b) below, the Tribe's Fee respecting any given Game

7

session shall be paid to or retained by the Tribe at the close ofsaid session.

4.5 Prize Reserve. (a) the Cash Management System shallinclude a separate account for each of Gamma, the Tribe and otherParticipants (said accounts collectively referred to as the"Prize Reserve") which shall be held in reserve to amke loans tothe Prize Allocation as needed in order to pay prizes won in theGames in the event that the amount in the Prize Allocation isinsufficient for such purpose. All such loans shall be made fromthe individual accounts comprising the Prize Reserve pro rata totheir respective balances and, when the funds therefore areavailable, shall be repaid by the Prize Allocation to theindividual Prize Reserve accounts pro rata to the respectiveamounts loaned by them.

(b) Commencing at the initiation of the Games at thehall and continuing until the balance in the Prize Reserve firstequals or exceeds One Million Five Hundred Thousand ($1,500,000)Dollars, (i) the Tribe's Fee will be deposited in the Tribe'sPrize Reserve account, (ii) a portion of Gamma's Fee equal tofive (5%) percent of Hall Revenues will be paid to Gamma toassist funded and (iii) the remaining portion of Gamma's Fee willbe deposited in Gamma's Prize Reserve account. The foregoingnotwithstanding, Gamma shall be entitled to receive Gamma's Feein full once the balance in Gamma's Prize Reserve account firstequals or exceeds Six Hundred Thousand ($600,000) Dollars. Allinterest accruing on the funds in the Tribe's and Gamma's PrizeReserve accounts during any calendar month shall be paid to theTribe and Gamma, respectively, not later than the twentieth(20th) day of the following month unless a party entitled to suchinterest payment desires its interest to be retained in its PrizeReserve account.

(c) Once the Prize Rserve first equals or exceeds$1,500,000, Gamma will from time to time establish an amount(which must be approved by the Audit Committee) deemed to beadequate as a reserve for the Prize Allocation (the "MinimumReserve Amount"). At least quarterly, any excess of the PrizeReserve over the Minimum Reserve Amount will be returned toGamma, the Tribe and such other Participants as have fulfilledtheir initial funding obligations to the Prize Reserve, out oftheir respective Prize Reserve accounts as follows. An amountwill be returned to the holder of. each such Prize Reserve accountequal to the amount, if any, which such account balance exceedsthe account holder's pro rata share of the Minimum ReserveAmount. For purposes of this Section 4.5(c) each such accountholder's "pro rata share of the Minimum Reserve Amount" shall bepro rata to the portion of all revenues derived from the sale ofGame cards or tickets at all participating halls during astandard recent time interval (established from time to time byGamma with the approval of the Audit Committee) represented byall revenues derived from the sale of Game cards or tickets atsaid account holder's hall during said time interval.

8

(d) Further, any remaining balance in each PrizeReserve account will be returned to its account holder at the endof the Term or the earlier final termination of the CashManagement System, and thereafter each such account holder shallbe entitled to directly receive any sums which, but for uschtermination, would be due and payable to the account holder'sPrize Reserve account with respect to any loans from said accountto the Prize Allocation which were outstanding at the time ofsaid termination.

4.5 Protective Provisions.

(a) Each banking day a copy of a writing signed by arepresentative of the Agent will provide to the Tribe prior tothe beginning of that day's Game setting forth whether or not thefunds available for the payment of Game prizes in the CashManagement System or draftable by the Agent on one banking day'snotice under letters of credit acceptable to the Agent ("TotalAvailable Reserves") are at least equal to all accrued and unapidprize liabilities plus the cost of all prizes which may be won insaid upcoming Game session (the "Total Potential Liability") andthe amount, if any, by which Total Available Reserves exceed theinformation to the Tribe in writing prior to the beginning ofthat day's Game. The Tribe may decline, without penalty, toconduct the Games on any day when Total Available Reserves arenot at least equal to the Total Potential Liability. Further, noGame will be conducted on any day when Total Available Reservesplus any other funds reserved by Gamma to pay Game prizes totalless than the Total Potential Liability.

(b) Other than to correct any previous erroneousallocation of funds, in no event shall any portion of the balancein Gamma's Prize Reserve account be returned to Gamma Exceptpursuant to Section 4.5 (c) or (d) above.

(c) Other than to correct any previous erroneousallocation of funds or to reimburse Gamma for any payments orloans made by it to satisfy prizes won in the Games, in no eventshall any of the Prize Allocation funds be distributed to Gammaexcept any distribution to Gamma in an amount equal to the totalamount similarly distributed from the Prize Allocation to thethen existing Participants (including the Tribe) pro rata to thecumulative revenues derived from the sale of Game cards ortickets at their respective halls as of the date of saiddistribution. The entire amount in the Prize Allocation (lessany reserve for accrued and unpaid or contingent liabilitiesdeemed prudent by Gamma) shall be so distributed in the event ofthe final termination of the Cash Management System, and fromtime to time Gamma may in its sole discretion authorize suchdistribution of part or all of the amount in the Prize Allocation(less any reserve for accrued and unpaid or contingentliabilities deemed prudent by Gamma) if it determines that suchdistributed amounts are not required to adequately guaranty thepayment of any prizes which may thereafter be won in the Games.

9

4.7 Accounting Methodology. All books of account andfinancial statements relating to the Cash Management System shallbe prepared and maintained in accordance with generally acceptedaccounting principals.

4.8 Audits, Reports and Inspections. Appropriate officialsof the Tribe shall be permitted access to the daily operations ofthe Games at the hall and shall have the right to verify HallRevenues and the Tribe's Fee on a dialy basis. Gamma shallperform or provide for appropriate daily audits of all HallRevenues and shall provide the Tribe with at least monthlystatements showing the status of the Tribe's Prize Reserveaccound and any expenses "paid with Hall Revenues or CashManagement System funds. Gamma shall engage the services of anationally recognized certified public accounting firm acceptableto the Audit Committee to perform an annual independent audit ofthe Cash Management System and the funds flowing therethrough,the results of which audit shall be made available to the Tribeand the Audit Committee upon request. The Tribe and the AuditCommittee each shall have the right to inspect the CashManagement System including all books of account at allreasonable times (including normal business hours), and Gammashall permit the Tribe and the Audit Committee to conduct, attheir own respective expense, such further independent audits ofsaid system ahd books as they may desire.

5.1 Existinq Committees. The following committees, eachconsist~ng of one Gamma representative who chairs the committeeand Participant representatives, have been constituted by Gammaand the Participants to provide the mutual communication,cooperation and coordination required for the conduct of theGames:

(i) the "Audit committee", comprised of a Gammarepresentative and Participants;

(ii) the "Legal CoImnittee", comprised of a GaImnarepresentative and Participants;

(iii) the "Marketing Committee", comprised of a Gammarepresentative and Participants; and

(iv) the "Operations Committee", comprised of a Gammarepresentative and Participants.

5.2 Functions. In addition to the specific approvalfunctions set forth in this Agreement, the committees shallprovide oversight of and shall advise Gamma concerning thefollowing aspects of the Garnes and related operations:

Audit Committee -financial and audit matters;i

(ii) Legal committee -legal matters;

10

(iii) Marketing Committee -marketing, advertising andpublic relations matters; and

(iv Operations Committee -operational matters

5.3 Annual Meetings. (a) No later than July 1, 1989, andannually thereafter, a meeting will be called by Gamma upon notless than ten (10) days written notice to which Gamma and eachParticipant shall be invited and entitled to send one votingdelegate for the following purposes:

(i) constituting and defining the roles of suchadditional committees as may be desired provided that suchadditional committees shall be advisory only except to the extentany approval functions under this Agreement of the committeeslisted in Section 5.2 above are expressly transferred thereto,

(ii) reconstituting, redefining or eliminatingexisting committees provided that all approval functions underthis Agreement of the committees listed in Section 5.2 above areretained by the remaining committees, and

(iii) the Oneida Tribe reserves the right toparticipate and vote on ~ committees under this agreement orhereafter created.

(b) The presence, in person or by written and signedproxy, of voting delegates representing at least one-third of theParticipants shall constitute a quorum for the transaction ofbusiness at the meeting. The affirmative vote of a majority of

.those delegates present in person or by proxy and voting, aquorum being present and each delegate being entitled to cast onevote, shall be sufficient to take action on matters properlybrought before the meeting except that (i) the Gamma delegateshall not vote for Participants and (ii) the Participantdelegates shall not vote for Gamma representatives.

(c) Each committee shall have as its members one Gammarepresentative who shall chair the committee and suchParticipants as shall have been established at such annualdelegate meetings and shall operate in accordance with such rulesand procedures as are voted by the delegates at such aforesaidannual meetings or, in the absence of such votes, as decided bythe members of said committee, all provided that with respect toeach committee: (i) the presence in person (or by telephonic orother means whereby each member of the committee can hear allother members of the committee) of a majority of the committeemembers shall constitute a quorum for the transaction of businessat any meeting of the committee, (ii) the committee shall takeaction only at a meeting thereof or by unanimous written consentof all committee members and (iii) the affirmative vote of amajority of those committee members present in person (ortelephonically or otherwise as aforesaid) at the meeting, aquorum being present, shall be sufficient to take action onmatters properly brought before the meeting.

11

(d) The failure of any committees to remain active orto act in accordance with established rules and procedures shallneither be grounds for termination of this Agreement nor preventGamma from taking actions which by the terms of this Agreementmust be submitted to such committees for approval.

6. Miscellaneous Matters

6.1 Liability for Non-Performance. In the event of failureby one party to perform its obligations hereunder other than forreasons excused under Paragraph 1. 1.3 hereof, the other partyshall retain all remedies available in law and in equity subjectto the limitation that if one party defaults or fails to performits obligations hereunder and such default occurs prior tocommencement of the first Game, the defaulting party shall not beliable to the other party for loss of anticipated future revenue.

6.2 Disputes. Any dispute between the parties heretoregarding the interpretation, performance, breach or enforcementof this Agreement shall be submitted to and resolved byarbitration in accordance with the Commercial Arbitration Rulesof the American Arbitration Association. Any award,determination, order or relief, whether in law or equity orotherwise, resulting from such arbitration shall be binding onthe parties any may be entered in an enforced by any court havingjurisdiction thereof provided that ny money judgment or awardagainst the Tribe or any officer or member thereof shall bepayable only out of Hall Revenues or the proceeds thereof, andthe Tribe waives its sovereign immunity only to the extentrequired to give effect to the provisions of this Section 6.2.

6.3 Confidentiality. Except as otherwise required by law,the Tribe agrees to forever maintain in confidence and never todisclose to any third party any financial information,confidential ideas and plans, methods, data, developments,inventions or proprietary information regarding Gamma, the Gamesor the operation thereof obtained under or in connection withthis Agreement without the express written approval of a dulyauthorized officer of Gamma. Except as otherwise required bylaw, Gamma agrees to forever maintain in confidence and neverdisclose to any third party any information or data provided bythe Tribe under Section 3.6 hereof or any financial or otherproprietary information regarding the Tribe or its operationsobtained under or in connection with this Agreement without theexpress written approval of a duly authorized officer of theTribe except disclosures to other Participants, the Agent andothers as necessary or convenient to the operation of the Gamesin accordance with the provisions of this Agreement or theraising of funds therefor.

6.4 Exclusivity. During the Term and, unless this Agreementis terminated pursuant to Section 1.2 (i) or (ii) or terminatedby the Tribe pursuant to section 1.2(iii) hereof, for one (1)year thereafter, the Tribe shall not conduct or assist in theconducting of any Integrated Games except in conjunction withGamma under this Agreement or an agreement hereafter entered intowith Gamma.

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6.5 Certifications. (a) Each party hereto certifies that no.payments have been made or wlll be made to any elected member ofthe Tribe's government or to any relatives thereof for thepurpose of obtaining or maintaining this Agreement or anyprivilege for Gamma. For purposes of this Agreement, a"relative" is an individual who is related as a father, mother,son, daughter, brother, sister, uncle, aunt, first cousin,nephew, niece, husband, wife, father-in-law, mother-in-law,son-in-law, daughter-in-law, brother-in-law, sister-in-law,stepfather, stepmother, stepson, stepdaughter, stepbrother,stepsister, half brother or half sister.

(b) Each party hereto certifies that no party ininterest (as said term is defined in paragraph numbered 8 of theBrA guidelines dated April 7, 1986) is an elected member of thegovernment of the Tribe or ~ relative thereof. Each party heretoshall require any party in interest who is elected to thegovernment of the Tribe or relative thereof to divest himself orherself of his or her interest in this Agreement.

(c) Each party hereto certifies that no elected memberof the government of the Tribe or relative in the immediatehousehold thereof shall or may be an employee of any party heretoother than an employee of the Tribe not associated with theoperation of the Games.

(d) The Tribe certifies that it has valid bingoordinance, and that the conduct of the Games at the Hall in

conformity with the provisions of this Agreement will be dulyauthorized in accordance with such ordinance, as the same may beamended, and all other applicable Tribal law and rules. Eachparty hereto certifies that its actions under and in connectionwith this Agreement shall be in conformity with all applicabletribal and other law.

(e) The Tribe certifies that attached to thisAgreement is a tribal resolution setting forth the scope ofauthority of the official(s) of the Tribe who have signed thisAgreement on behalf of the Tribe and identifying the provision(s)of the organic document of the Tribe which authorizes thisAgreement.

The Tribe certifies that it shall not tax in anythe operation thereof or GaTIUl1a's participation

(f)form the Games,therein.

(g) Gamma certifies that it will not interfere withor attempt to influence, the internal affairs or governmentaldecisions of the Tribe.

(h) Gamma, which shall be responsible for employmentand personnel matters respecting its employees, certifies that itwill seek, to the extent practicable, to employ members of theTribe or other persons of Indian ancestry when recruiting personsto assist in the operation of the Games at the Hall.

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6.6 Assignment. This Agreement shall not be assignable, inwhole or in part, without the express written consent of allparties hereto. Any assignment of or subcontract under thisAgreement shall not be valid unless approved by BrA, theCommission and/or other governmental agencies if and for so longas such approval is required under applicable law.

6.7 Entire Agreement, etc. This Agreement constitutes theentire agreement and understanding, and supercedes and cancelsany and all prior oral or written agreements and understanding,of the parties hereto respecting the conduct of games at the Hallin conjunction with Gamma. This Agreement shall not be amendablein whole or in part except by a writing signed by the partieshereto. No waiver by any party hereto of any violation of anyprovision of this Agreement shall be effective unless given in asigned writing, nor shall any such waiver be deemed a waiver ofany further violation of this Agreement unless expressly sostated in a signed writing. The Article and Section headings ofthis Agreement are for convenience of reference only, and shallnot constitute any part of this Agreement. This Agreement hasbeen made and shall be interpreted in accordance with the laws ofthe state within which the Indian lands upon which the Hallstands are located and applicable federal law.

6.8 Communications. (a) All submissions of matters byGamma to committees for approval under the terms of thisAgreement and all committee disapprovals of said matters shall bein writing, only. All other notices and other communicationsrequired or permitted pursuant to this Agreement initia!ly may bemade verbally or in writing provided that, if initially madeverbally, the same shall be confirmed in writing within five (5)business days if the terms of this Agreement require the same tobe made in writing. Each communication required or permittedunder this Agreement shall be deemed to be made and effectiveonly upon the actual or deemed receipt thereof as follows:

(i) respecting any Gamma communication to acommittee (including submission of matters for the committee'sapproval), by the person and at the address designated by saidcommittee for such purpose from time to time upon written noticeto Gamma given in accordance with the provisions of this Section6.8,

(ii) respecting committee communications to Gamma(including committee approvals and disapprovals), by the Gammarepresentative on said committee at the address designated byGamma for such purpose from time to time upon written notice tothe committee given in accordance with the provisions of thissection 6.8,

respecting Gamma communications to theat the address of

(iiiTribe, by

-.-or by such other person and/or at such other address designatedby the Tribe for such purpose from time to time upon written

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perform registration and accounting of Game cards

(iv) respecting Tribe communications to Gamma, byat the Gamma address first above written or

by such other person and/or at such other address designated byGamma for such purpose from time to time upon written notice tothe Tribe given in accordance with the provisions of this Section6.8.

(b) Each communication required or permitted underthis Agreement, if sent to the proper person and address asaforesaid, shall be deemed received by the intended recipient (i)on the day sent by telefax, telegram or telex, (ii) on thebusiness day next following the day sent by next-business-daydelivery courier service and (iii) on the third business day nextfollowing the day sent by first class U.S. I~ail.

7. Special provisions

Any foregoing provisions of this Agreement to the contrarynotwithstanding, the following provision(s) shall apply:

7.1 To Be Provided by Gamma. The hardware, software,equipment, materials and supplies and personnel to be supplied byGamma under Section 2.2 of this Agreement shall include thoserequired to accomplish the following tasks with respect to theconduct of the Games at the Hall:

i produce unique Game cards or tickets,

(ii) sell that portion of the Game cards or ticketswhich, in accordance with the provisions of the Game AccountingProcedures established under Section 4.1 of this Agreement, areto be sold by Gamma,

(iii)or tickets sold,

(v) record, transmit, receive and display (viasatellite, cable or other means) the Game drawings to the Halland the other participating halls and

(vi) transmit, monitor and record any data necessary tothe conduct of the Games.

7.2 Certain Gamma Responsibilities. (a) Gamma shallprovide at least one full-time employee at the hall to assist inthe operation of the Games who shall be subject to the Tribe'sapproval, which approval shall not be unreasonably withheld andshall be granted or denied within seven (7) days after suchapproval is requested.

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(b) Gamma will train one employee of the Tribeacceptable to both parties hereto in the operation of the Gamesat the Hall.

7.3 Option to Purchase Certain Equipment. If, prior to theexpiration of the initial five years and any extension of theTerm, this Agreement is terminated pursuant to Section 1.2 or 7.4hereof (other than any termination by Gamma under clause (iii) or(v) of Section 1.2), the Tribe shall have the option (providedthat written notice of the Tribe's decision to exercise suchoption is given to Gamma within seven (7) business days aftersuch termination) to purchase from Gamma for their reasonablefair value any satellite receiving electronics and dishes anddrawing monitoring equipment which were being utilized in theGames at the Hall at the time of such termination.

7.4 Special Investigation and Termination Provision. Gammashall promptly notify the Tribe of the names and addresses of allpersons and/or entities who are directors, officers and/or five(5%) percent or greater owners of Gamma so that the Tribe canconduct a background investigation. If such investigationreveals that any of the foregoing has been convicted of anyfelony or any gambling-related crime and the Tribe requests hisremoval as a director, officer or five (5%) percent or greaterowner of Gamma, then if such person or entity is not so removedwithin thirty (30) days after said request is made, either partyhereto may terminate this Agreement upon written notice given nolater than forty (40) days after said request is made.

7.5. No Waiver of Sovereign Immunity. The Tribe does ~wiave any of its sovereign immunity,. and the standardizedlanguage in Section 6.2 hereof appearing to waive the Tribe'ssovereign immunity is of no force or effect.

IN WITNESS WHEREOF, the parties hereto have caused thisAgreement to be executed by their duly authorized representativesas of the day and year first above written.

THE TRIBE:

Gamma International, Ltd.GAMMA:

By

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