<DOCUMENT>
<TYPE>EX-10.85
<SEQUENCE>20
<FILENAME>c92713exv10w85.txt
<DESCRIPTION>TRIBAL AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit 10.85

                                TRIBAL AGREEMENT
                            (LAKES PAWNEE CONSULTING)

     THIS TRIBAL AGREEMENT (hereinafter referred to as the "Agreement") is made
as of January 12, 2005 ("Effective Date") by and among the Pawnee Nation of
Oklahoma ("Pawnee Nation"), a federally recognized Indian tribe, the Pawnee
Tribal Development Corporation ("Pawnee TDC"), a tribally-chartered corporation
created under the Constitution of and a governmental subdivision of Pawnee
Nation, and Lakes Pawnee Consulting, LLC, a Minnesota limited liability company
("Lakes Consulting").

                                    RECITALS

     A. The Pawnee Nation is a federally recognized Indian tribe eligible for
the special programs and services provided by the United States to Indian
tribes, and is recognized as possessing and exercising powers of
self-government. As a tribally-chartered corporation and governmental
subdivision, Pawnee TDC is vested with the sovereign immunity of the tribe, and
has been established to control and manage the economic affairs of the Pawnee
Nation. Pawnee TDC has established the following wholly-owned subsidiaries: the
following wholly-owned subsidiaries: Pawnee Trading Post Gaming Corporation
("Pawnee Trading Post"), Pawnee Travel Plaza Gaming Corporation ("Pawnee Travel
Plaza") and Pawnee Chilocco Gaming Corporation ( "Pawnee Chilocco" and together
with Pawnee Trading Post and Pawnee Travel Plaza, the "Pawnee Project
Subsidiaries") each as the legal entity which will own and operate certain
gaming projects which are to be developed by Pawnee TDC on behalf of the Pawnee
Nation (as further described in the Consulting Contracts referenced below) .

     B. Lakes Consulting has entered into separate Consulting Agreements with
each of Pawnee Trading Post, Pawnee Chilocco and Pawnee Travel Plaza and
respectively dated as of January 12, 2005 (as amended from time to time,
respectively the "Trading Post Consulting Contract", the "Chilocco Consulting
Contract" and the "Travel Plaza Consulting Contract" and collectively, the
"Consulting Contracts"), pursuant to which Lakes Consulting is to provide
certain financing, development and consulting services to each of the Pawnee
Project Subsidiaries with respect to certain "Projects", "Project Facilities"
and related Ancillary Facilities now or hereafter owned by such Pawnee Project
Subsidiary as described with specificity therein.

     C. Pursuant to the terms of the Consulting Contracts, each of Pawnee TDC
and Pawnee Nation are required to execute and deliver this Agreement to induce
Lakes Consulting to enter into the Consulting Contracts together with certain
additional documents and agreements referred to therein or related thereto.


                                       -1-

<PAGE>

     D. Pawnee TDC, Pawnee Nation and Lakes Consulting intend that this
Agreement shall be operative and binding upon the date of execution by the
parties (the "Effective Date").

     NOW, THEREFORE, in consideration of the hereinafter mutual promises and
covenants, and for other good and valuable consideration as set forth herein,
the receipt and sufficiency of which are expressly acknowledged, Pawnee TDC,
Pawnee Nation and Lakes Consulting agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Except as otherwise defined below or in the recitals to this Agreement,
terms used in this Agreement shall have the meanings set forth in the Consulting
Contracts and/or the other documents and agreements executed by each Pawnee
Project Subsidiary with respect thereto:

     "Claim" means any dispute, claim, question, or disagreement between either
Pawnee TDC or Pawnee Nation and any of Lakes Consulting or any of its Affiliates
that is directly or indirectly related to this Agreement, any of the other
Transaction Documents, a Gaming Project or any Project Facilities, whether
arising under law or in equity, whether arising as a matter of contract or a
tort, and whether arising during or after the expiration of this Agreement or
any of the other Transaction Documents.

     "Gaming Project" shall have the meaning set forth in Section 2.1(k) hereof.

     "Pawnee Entities" means individually and collectively, each of the Pawnee
Project Subsidiaries, Pawnee TDC and Pawnee Nation.

     "Transaction Documents" means individually and collectively, this Agreement
and each of the Consulting Contracts, the Pawnee Notes, the security agreements,
dominion account agreements, mortgages, resolutions of limited waiver and each
other document or instrument now or hereafter executed by any of the Pawnee
Project Subsidiaries, Pawnee TDC and/or Pawnee Nation in favor of Lakes
Consulting or its respective Affiliates and related thereto or hereto or any
Gaming Projects.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

     Section 2.1 Representations and Warranties. Each of Pawnee TDC and Pawnee
Nation represents and warrants to Lakes Consulting that:

     (a)  Organization. Each Pawnee Project Subsidiary is a wholly-owned and
          duly organized subsidiary of Pawnee TDC; Pawnee TDC is a duly
          organized tribally-chartered corporation created under the
          Constitution of the Pawnee Nation and


                                      -2-

<PAGE>

          wholly-owned governmental subdivision of the Pawnee Nation, and the
          Pawnee Nation is a federally recognized Indian tribe eligible to
          conduct gaming within the meaning of IGRA.

     (b)  Authority and Power. Each Pawnee TDC, and Pawnee Nation has taken all
          action required by tribal or other law or any applicable document or
          agreement, without the necessity of further action, as is necessary to
          authorize the applicable Pawnee Entity to execute, deliver and perform
          each of the Transaction Documents that such Pawnee Entity is party to.
          Each of Pawnee TDC and Pawnee Nation has all requisite power and
          authority to enter into the Transaction Documents to the extent a
          party thereto and to perform its respective obligations thereunder,
          and to consummate all other transactions contemplated thereby.

     (c)  Binding Obligations. Each of Transaction Documents (i) has been duly
          executed and delivered by each of Pawnee TDC and Pawnee Nation to the
          extent it is a party thereto, and (ii) constitutes the legal, valid,
          binding, perfected and enforceable obligation of each of Pawnee TDC
          and Pawnee Nation to the extent it is a party thereto, enforceable in
          accordance with its respective terms, except as enforceability may be
          limited by future bankruptcy, insolvency or similar proceedings,
          limitations on rights of creditors generally and principles of equity,
          and assuming the foregoing agreements are binding against the other
          parties thereto.

     (d)  Gaming Licenses. All licenses, permits, approvals or other authority
          required from the Gaming Commission to permit Lakes Consulting to
          enter into any of the Transaction Documents to which it is a party and
          perform its respective obligations thereunder have been granted.

     (e)  No Material Negative Obligations. There are no outstanding obligations
          owing by any of Pawnee TDC or the Pawnee Nation, whether arising from
          contracts, instruments, orders, judgments, decrees or otherwise, that
          are likely to materially and adversely affect any Project or the
          obligations or rights of Lakes Consulting under any of the Transaction
          Documents to which it is a party.

     (f)  No Violation or Conflict. The execution, delivery and performance by
          each of Pawnee TDC and Pawnee Nation of each Transaction Documents
          that such Pawnee Entity is party to does not violate any Legal
          Requirements nor conflict with or result in any breach of any
          provision of, or constitute a default under, or result in the
          imposition of any lien or charge upon any Project or any asset of any
          Pawnee Project Subsidiary, or result in the acceleration of any
          obligation of any Pawnee Project Subsidiary under the terms of any
          agreement or document binding upon such party, other than a conflict,
          breach, default or imposition as shall not materially adversely affect
          any particular Project or the obligations or rights of Lakes
          Consulting under any of the Transaction Documents to which it is a
          party.


                                       -3-

<PAGE>

     (g)  No Litigation. There are no judgments entered, or actions, suits,
          investigations or proceedings pending, or to the knowledge of either
          Pawnee TDC or Pawnee Nation, threatened, against either of them or
          their respective Affiliates, or any of the assets or properties of any
          of such entities, that could have a material adverse effect on any
          particular Project, its Project Facilities, any Pawnee Entity's
          ability to enter into or perform any of the Transaction Documents to
          the extent it is a party thereto.

     (h)  No Consents. No consent from any Governmental Authority arising from
          any Legal Requirements not heretofore obtained by Pawnee TDC or Pawnee
          Nation is required to execute, deliver and perform its obligations
          hereunder.

     (i)  Full Disclosure. No representation or warranty of either Pawnee TDC or
          Pawnee Nation in this Agreement or the other Transaction Documents and
          no report or statement delivered to any of Lakes Consulting or its
          respective Affiliates by or on behalf of either Pawnee TDC or Pawnee
          Nation, contains any untrue statement or omits to state a material
          fact necessary to make any such representation, warranty, report or
          statement, in light of the circumstances in which they were made, not
          misleading. Each of Pawnee TDC and Pawnee Nation has fully disclosed
          to Lakes Consulting the existence and terms of all material agreements
          and Legal Requirements, written or oral, relating to any particular
          Project.

     (j)  No Tribal Tax. No particular Project, Project Facilities, any Pawnee
          Project Subsidiary, any of Lakes Consulting or its Affiliates, nor the
          transaction(s) between the parties contemplated by the Transaction
          Documents are now, or at any time during the term of this Agreement
          will be, subject to any tribal tax, assessment or imposition of any
          sort other (i) reasonable pass-through taxes on Project patron which
          are consistent with gaming resort industry practices, and (ii) than
          license or other fees for background investigations performed by the
          Gaming Commission of "key employees" and "primary management
          officials" of the particular Project's Gaming Facility, as defined in
          25 C.F.R. Section 502.14 and 25 C.F.R. Section 502.19, and reasonable
          and customary regulatory fees imposed on the Gaming Facility by the
          Gaming Commission (which amounts shall be subject to an annually
          approved budget submitted by the Gaming Commission).

     (k)  Gaming Project Ownership. Except as otherwise expressly excluded under
          the Transaction Documents, all gaming projects and gaming and
          non-gaming assets and facilities related or ancillary thereto (each
          collectively referred to herein as a "Gaming Project") of either
          Pawnee TDC and/or Pawnee Nation are owned and operated by one of the
          Pawnee Project Subsidiaries or if any Gaming Project is owned by
          another subsidiary of Pawnee TDC and/or Pawnee Nation, then such
          subsidiary has with respect to Lakes Consulting, entered into a
          consulting agreement and related documents with Lakes Consulting
          and/or its Affiliates on the same terms and conditions as are set
          forth in the Consulting Contracts and the other Transaction Documents,
          and otherwise satisfied the required conditions each as set forth in
          Section 3.1(f) hereof.


                                       -4-

<PAGE>

                                    ARTICLE 3
                                    COVENANTS

     Section 3.1 Covenants. Each of Pawnee TDC and Pawnee Nation covenants and
agrees as follows:

          (a)  Additional Documents. It shall or shall cause each Pawnee Project
               Subsidiary to execute any additional instruments as may be
               reasonably required by Lakes Consulting to carry out the intent
               of any of the Transaction Documents or to perfect or give further
               assurance of any of the rights granted or provided for under such
               Transaction Documents.

          (b)  Non-Impairment. It shall not and shall not permit any Pawnee
               Project Subsidiary or any of their other governmental
               instrumentalities or subsidiaries to enact any law, ordinance,
               rule or regulation impairing the rights or obligations of any
               Pawnee Entity or any of Lakes Consulting or its respective
               Affiliates under any of the Transaction Documents.

          (c)  No Tax. It shall not and shall not permit any Pawnee Project
               Subsidiary or any of their other governmental instrumentalities
               or subsidiaries to impose any tax, fee or assessment on any of
               Lakes Consulting, its respective Affiliates, any Contractor, any
               Project and its Project Facilities, and/or any of the
               transactions contemplated by the Transaction Documents other than
               (i) reasonable pass-through taxes on Project patron which are
               consistent with gaming resort industry practices, and (ii)
               license or other fees for background investigations performed by
               the Gaming Commission of "key employees" and "primary management
               officials" of the particular Project's Gaming Facility, as
               defined in 25 C.F.R. Section 502.14 and 25 C.F.R. Section 502.19,
               and reasonable and customary regulatory fees imposed on the
               Gaming Facility by the Gaming Commission (which amounts shall be
               subject to an annually approved budget submitted by the Gaming
               Commission).

          (d)  Gaming Project Ownership. Except as otherwise expressly excluded
               under the Transaction Documents, all Gaming Projects shall be
               owned and operated by one of the Pawnee Project Subsidiaries;
               provided that a Gaming Project may be owned and operated by
               another subsidiary of Pawnee TDC so long as prior to acquiring
               such ownership, (i) such subsidiary shall with respect to Lakes
               Consulting, have entered into a consulting agreement and related
               documents with Lakes Consulting and/or its Affiliates on the same
               terms and conditions as are set forth in the Consulting Agreement
               and the Transaction Documents related thereto; (ii)


                                       -5-

<PAGE>

               Lakes Consulting shall have received the following, each in form
               and substance reasonably acceptable to it: (aa) certified copies
               of the organizational documents of the new subsidiary, together
               with reasonable evidence that such subsidiary is wholly owned by
               Pawnee TDC, (bb) new Resolutions of Limited Waiver with respect
               to all of such documents and agreements from each of the new
               subsidiary, Pawnee TDC and Pawnee Nation containing substantially
               the same resolutions and terms as set forth in the Resolutions of
               Limited Waiver received by Lakes Consulting in connection with
               the execution of the original Transaction Documents, (cc) legal
               opinions from counsel to each of the new subsidiary, Pawnee TDC
               and Pawnee Nation with respect to the such new documents and
               agreements containing substantially the same opinions as provided
               to Lakes Consulting in connection with the execution of the
               original Transaction Documents, and (dd) each of Pawnee TDC and
               Pawnee Nation shall have executed and delivered an amendment to
               this Agreement incorporating all such new documents and
               agreements as additional "Transaction Documents" hereunder and
               such project subsidiaries, projects and related assets shall be
               subject to the same terms and restrictions set forth herein; and
               (iii) at the time of satisfaction of the foregoing conditions, no
               "Event of Default" by any Pawnee Entity under the Transaction
               Documents has occurred and is continuing.

          (e)  Charter Amendment. On or before June 1, 2005, unless otherwise
               agreed or waived in writing, the Pawnee Nation shall have
               delivered to Lakes Management either (i) a legal
               interpretation/opinion determination letter from the Pawnee
               Nation's attorneys or highest judicial office that any
               limitations or restrictions contained in the Corporate Charter of
               the Pawnee Tribe of Oklahoma, a federally-chartered corporation,
               does not apply to and has no legal effect on the validity of the
               Management Contracts, this Tribal Agreement or any related
               documents, or (ii) a certified copy of an amendment to the
               Corporate Charter of the Pawnee Tribe of Oklahoma, a
               federally-chartered corporation, or other evidence reasonably
               satisfactory to Lakes pursuant to which the Corporate Charter of
               the Pawnee Tribe of Oklahoma, federally-chartered corporation,
               shall have been amended to remove any limitations or restrictions
               that would otherwise prevent either the Pawnee Nation or Pawnee
               TDC and its wholly-owned subsidiaries from entering into this
               Tribal Agreement or any related documents or that would require
               the approval of the Management Contracts, this Tribal Agreement
               or any related documents from the Secretary of the Interior or
               any federal agency before the document becomes legally valid and
               enforceable.


                                       -6-

<PAGE>

                                    ARTICLE 4
                                EVENTS OF DEFAULT

     Section 4.1 Events of Default. Each of the following shall constitute a
"Event of Default" under this Agreement:

     (a)  A Material Breach by either Pawnee TDC or Pawnee Nation exists. As
          used in this paragraph, the term "Material Breach" shall mean any of
          the following circumstances (i) material failure of either of such
          parties to perform a material obligation hereunder or any other
          Transaction Document to which it is a party, or (ii) any
          representation or warranty made pursuant to Section 2.1 hereof proves
          to be knowingly false or erroneous in any material way when made or at
          any time shall fail to be true and correct in all material respects.

     (b)  Either Pawnee TDC or Pawnee Nation violates any of the covenants in
          Section 3.1 of this Agreement, and after sixty (60) days have passed
          following a request by Lakes Consulting to such Pawnee Entity to cure
          the violation, during which the violation has not been cured.

     (c)  Either Pawnee TDC or Pawnee Nation has: (i) filed for relief under the
          United States Bankruptcy Code or has suffered the filing of an
          involuntary petition under the Bankruptcy Code that is not dismissed
          within sixty (60) days after filing; (ii) a receiver appointed to take
          possession of all or substantially all of such entities property; or
          (iii) suffered an assignment for the benefit of creditors.

     (d)  The Pawnee Nation is no longer an Indian tribe eligible to conduct
          gaming within the meaning of IGRA.

     Section 4.2 Cure of Event of Default. Upon the occurrence of an Event of
Default, Lakes may provide written notice to either Pawnee TDC or Pawnee Nation
of such default and, if it is possible for such party to cure the Event of
Default, it shall have thirty (30) days following receipt of notice to effect a
cure; provided, however, that if the nature of such breach (but specifically
excluding breaches curable by the payment of money) is such that it is not
possible to cure such breach within thirty (30) days, such thirty-day period
shall be extended for so long as either Pawnee TDC or Pawnee Nation, as
applicable, shall be using diligent efforts to effect a cure thereof but no more
than an additional sixty (60) days. Upon the occurrence of any of the events
described in Section 4.1 and during any applicable cure period, Lakes Consulting
may suspend its performance under the Transaction Documents. The discontinuance
or correction of an Event of Default shall constitute a cure thereof. If either
Pawnee TDC or Pawnee Nation fails to cure the Event of Default within the 30-day
period, Lakes Consulting may take any one or more of the following actions: (a)
suspend all performance of Lakes Consulting under the Transaction Documents; (b)
declare all obligations of any Pawnee Entity under the Transaction Documents to
be immediately due and owing, (c) terminate either or both of the Consulting


                                       -7-

<PAGE>

Contracts; and/or or (d) pursue any other remedy available at law, in equity or
by agreement, subject to the provisions of Article 5 hereof.

                                    ARTICLE 5
       DISPUTE RESOLUTION; WAIVERS OF SOVEREIGN IMMUNITY AND TRIBAL COURT
                           JURISDICTION; GOVERNING LAW

     Section 5.1 Dispute Resolution. The parties agree that any Claim shall be
governed by the following dispute resolution procedures:

     (a)  The parties shall use their best efforts to settle the Claim. To this
          effect, they shall consult and negotiate with each other in good faith
          and, recognizing their mutual interests, attempt to reach a just and
          equitable solution satisfactory to both parties. If they do not reach
          such solution within a period of ten (10) days, then, upon notice by
          either party to the other, all Claims shall be settled by arbitration
          administered by the American Arbitration Association in accordance
          with the provisions of its Commercial Arbitration Rules in effect at
          the time of submission; except that: (a) the question whether or not a
          Claim is arbitrable shall be a matter for binding arbitration by the
          arbitrators, such question shall not be determined by any court and,
          in determining any such question, all doubts shall be resolved in
          favor of arbitrability; and (b) discovery shall be permitted in
          accordance with the Federal Rules of Civil Procedure, subject to
          supervision as to scope and appropriateness by the arbitrators. Unless
          the parties otherwise agree to in writing, arbitration proceedings
          shall be held at Oklahoma City, Oklahoma.

     (b)  The arbitration proceedings shall be conducted before a panel of three
          neutral arbitrators, all of whom shall be currently licensed
          attorneys, actively engaged in the practice of law for at least ten
          (10) years, one of which shall have five (5) years of experience in
          federal Indian law, and one of which shall have five (5) years of
          experience in the gaming industry. The arbitrator selected by the
          claimant and the arbitrator selected by respondent shall, within ten
          (10) days of their appointment, select a third neutral arbitrator. In
          the event that they are unable to do so, the parties or their
          attorneys may request the American Arbitration Association to appoint
          the third neutral arbitrator. Prior to the commencement of hearings,
          each of the arbitrators appointed shall provide an oath or undertaking
          of impartiality.

     (c)  The arbitration award, order or decision shall be in writing signed by
          each of the arbitrators, and shall state the basis for the award. The
          arbitration award, order or decision shall be set forth in reasonable
          detail as to its findings of fact and law, and basis of determination
          of award form and amount or decision. Except to the extent such
          enforcement will be inconsistent with a specific provision of this
          Agreement, arbitration awards, orders and decisions made pursuant to
          this Article 5 shall be enforceable in federal court under Title 9 of
          the United States Code and any applicable tribal, federal or state law
          governing the enforcement of arbitration


                                       -8-

<PAGE>

          awards, orders or decisions. In addition to any basis for appeal of an
          arbitration award, order or decision stated in Title 9 of the United
          States Code or any applicable law governing the enforcement of
          arbitration awards, orders or decisions, either party hereto may
          appeal an arbitration award, order or decision on the basis that the
          arbitrators incorrectly decided a question of law in making the award,
          order or decision, or the award, order or decision was made in an
          arbitrary or capricious manner or in manifest disregard of the factual
          evidence.

     (d)  Either party hereto, without having to exhaust any tribal remedies
          first, shall have the right to seek and obtain a court order from a
          court having jurisdiction over the parties requiring that the
          circumstances specified in the order be maintained pending completion
          of the arbitration proceedings, to the extent permitted by applicable
          law.

     (e)  Judgment on any arbitration award, order or decision may be entered in
          any court having jurisdiction over the parties. The arbitrators shall
          have the power to grant injunctive and other equitable relief but not
          have the power to award punitive, exemplary or consequential damages,
          or any damages excluded by or in excess of any damage limitations
          expressed in this Agreement.

     (f)  Each of Pawnee TDC and Pawnee Nation hereby expressly waives, and also
          waives its right to assert, sovereign immunity and any and all
          defenses based thereon with respect to any Claims; and each of such
          parties further hereby consents to (i) binding arbitration under the
          Commercial Arbitration Rules of the American Arbitration Association,
          (ii) to empowering the arbitrators to take the actions and enforce the
          judicial remedies described herein and in each of the Pawnee TDC
          Resolution of Limited Waiver of Sovereign Immunity, Resolution #05 -
          02, dated January 12,, 2005 and Pawnee Nation Resolution of Limited
          Waiver of Sovereign Immunity, Resolution #05 - 03, dated January 12,
          2005 issued in connection with the execution of the Transaction
          Documents (collectively, the Resolutions of Limited Waiver"), and
          (iii) judicial proceedings in or before the United States District
          Court for the Northern District of Oklahoma and all courts to which an
          appeal therefrom may be available, or if that court determines it is
          without jurisdiction, then to the courts of the State of Oklahoma and
          all courts to which an appeal therefrom may be available, or if that
          court determines it is without jurisdiction, then consents to any
          tribal courts and all courts to which an appeal therefrom may be
          available, but in each case, solely to compel arbitration or to
          enforce, modify or vacate any arbitration award, order or decision of
          the abitrators.

     (g)  To the extent lawful in connection with any such Claims, each of
          Pawnee TDC and Pawnee Nation expressly waive the application of the
          doctrines of exhaustion of tribal remedies or comity that might
          otherwise require that Claims be heard first in tribal court or other
          tribal forum of Pawnee Nation. The waivers set forth herein only
          extend to claims or proceedings brought by Lakes Consulting and its
          Affiliates and any award of damages against any of Pawnee TDC, Pawnee
          Nation


                                       -9-

<PAGE>

          or their respective Affiliates shall be payable solely out of the
          Collateral (as defined in the Resolutions of Limited Waiver) whether
          now or hereafter owned by any Pawnee Project Subsidiary, any other
          Pawnee Entity or their Affiliates.

     (h)  Each of Pawnee TDC and Pawnee Nation, on behalf of themselves and each
          of their Affiliates, agrees that any arbitration proceeding hereunder
          may be consolidated with any other arbitration proceeding that any of
          Lakes Consulting or its respective Affiliates may bring against one or
          more of the Pawnee Project Subsidiaries or any other Affiliates of the
          Pawnee Entities.

     Section 5.2 Governing Law. This Agreement is governed by the laws of the
State of Oklahoma, except such State's conflict of laws provisions shall not
apply.

                                    ARTICLE 6
                                  MISCELLANEOUS

     Section 6.1 Assignment. The rights and obligations under this Agreement
shall not be assigned or subcontracted by any party without the prior written
consent of the other party; provided, however, Lakes Consulting may assign this
Agreement to a wholly owned subsidiary without the consent of Pawnee TDC or
Pawnee Nation; provided further that Lakes Consulting, as applicable, shall
remain obligated for the performance of its subsidiary hereunder. Other than as
expressly provided in this Section 6.1, any attempted assignment or
subcontracting without prior written consent shall be void. Subject to the
preceding requirements, this Agreement is binding upon and inures to the benefit
of the parties and their respective successors and assigns.

     Section 6.2 Notices. Any notice, consent or any other communication
permitted or required by this Agreement: (a) must be in writing; (b) shall be
effective three (3) days after the date sent; (c) must be delivered by personal
service, via fax with reasonable evidence of transmission, express delivery or
by certified or registered mail, postage prepaid, return receipt requested; and
(d) until written notice of a new address or addresses is given, must be
addressed as follows:

If to Pawnee TDC or
Pawnee Nation:      Pawnee Nation of Oklahoma
                    871 Little D. Drive, Building 68
                    P.O. Box 280
                    Pawnee, OK 74058,


                                      -10-

<PAGE>

                  Attention: Chairman

With a Copy to:   David J. Ketelsleger, Esq.
                  McAfee & Taft
                  Two Leadership Square
                  Tenth Floor
                  211 Noth Robinson
                  Oklahoma City, OK 73102-7103
                  (copy to counsel does not constitute notice to a party)

If to Lakes:      Lakes Pawnee Consulting, LLC
                  130 Cheshire Lane
                  Minnetonka, MN 55305
                  Attn: Timothy J. Cope

With a Copy to:   Kevin C. Quigley, Esq.
                  Hamilton Quigley Twait & Foley PLC
                  W1450 First National bank Building
                  332 Minnesota Street
                  St. Paul, MN 55101-1314

          and     Brian J. Klein, Esq.
                  Maslon, Edelman, Borman & Brand, LLP
                  3300 Wells Fargo Center
                  90 South Seventh Street
                  Minneapolis, MN 55402-4140
                  (copy to counsel does not constitute notice to a party)

     Copies of any notices shall be given to the Gaming Commission at its last
known address.

     Section 6.3 Amendments. This Agreement may be amended only by written
instrument duly executed by all of the parties and with any and all necessary
regulatory approvals, if any, required by Legal Requirements.

     Section 6.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

     Section 6.5 Preparation of Agreement. This Agreement has been carefully
prepared and reviewed by counsel for each party hereto and may not be construed
more strongly for or against any party.

     Section 6.6 Compliance with Legal Requirements. All parties shall at all
times comply with all Legal Requirements.


                                      -11-

<PAGE>

     Section 6.7 Further Assurances. The parties agree to do all acts and to
deliver all necessary documents as from time to time are reasonably required to
carry out the terms and provisions of this Agreement, including the filing of
financing statements and related security instruments described herein.

     Section 6.8 Cooperation; Approvals. Each of the parties agrees to cooperate
in good faith with the other to timely implement the purposes of this Agreement.
Any consents or approvals required to be given in connection with this Agreement
shall not be unreasonably withheld or delayed by the parties or their
Affiliates.

     Section 6.9 Confidentiality. Except as required by Legal Requirements,
including but not limited to, reporting requirements imposed on publicly traded
companies, each of the parties agrees that all non-public information exchanged
between the parties with respect to any particular Project shall be kept
confidential by each party and only disclosed to that party's legal counsel,
financial advisors or as reasonably required to be disclosed in connection with
the Project, including in connection with obtaining the Project Permanent
Financing.

                            [Signature Page Follows]


                                      -12-

<PAGE>

     The parties have executed this Tribal Agreement as of the date stated in
the introductory clause.

                                        PAWNEE TRIBAL DEVELOPMENT CORPORATION


                                        By /s/ Tommie Briggs
                                           -------------------------------------
                                        Its: Chairman


                                        By /s/ Elizabeth Blackowl
                                           -------------------------------------
                                        Its: Secretary
                                             -----------------------------------


                                        PAWNEE NATION OF OKLAHOMA


                                        By /s/ George Howell
                                           -------------------------------------
                                        Its: President


                                        By /s/ Geraldine Howell
                                           -------------------------------------
                                        Its: Secretary
                                             -----------------------------------


                                        LAKES PAWNEE CONSULTING, LLC


                                        By /s/ Timothy Cope
                                           -------------------------------------
                                           Timothy J. Cope
                                        Its: President and
                                             Chief Financial Officer

        [Signature Page to Tribal Agreement dated as of January 12, 2005]
</TEXT>
</DOCUMENT>
