PENINSULA GAMING CORP
EXHIBIT 10.15:  AMEND MGMT SERVICES AGMT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form10q_ex10-15bhr111403.txt
<DESCRIPTION>EXHIBIT 10.15:  AMEND MGMT SERVICES AGMT
<TEXT>
                                                                   Exhibit 10.15

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                              AMENDED AND RESTATED

                         MANAGEMENT SERVICES AGREEMENT

                                 by and between

                       The Old Evangeline Downs, L.L.C.,

                              OED Acquisition, LLC

                                      and

                         Peninsula Gaming Company, LLC

                         DATED: As of February 25, 2003

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<page>
                               TABLE OF CONTENTS



                                                                            Page
                                                                            ----

ARTICLE 1        TERM AND APPOINTMENT OF OPERATOR                              1

    1.01.  Appointment and Term                                                1

    1.02.  Management of the Business                                          2

    1.03.  Relation of the Parties                                             2

    1.04.  Affiliates                                                          2

    1.05.  Consultation with Owner                                             2

ARTICLE 2        PRE-OPENING PROGRAM                                           3

    2.01.  Construction of the New Facilities                                  3

    2.02.  Pre-Opening Services                                                3

    2.03.  Payment of Pre-Opening Expenses                                     4

    2.04.  Compensation and Reimbursement of the
            Operators for Pre-Opening Services                                 5

ARTICLE 3        NOTICES                                                       5

ARTICLE 4        OPERATION                                                     7

    4.01.  General                                                             7

    4.02.  Licenses, Permits, Reports and Accreditation                        8

    4.03.  Personnel                                                           8

    4.04.  Sales and Promotions                                                8

    4.05.  Maintenance and Capital Replacement                                 8

    4.06.  Contracts and Agreements                                            8

    4.07.  Accounting Services                                                 8

    4.08.  Books and Records                                                   9

    4.09.  Financial Statements                                                9

    4.10.  Access, Review and Audit                                            9

    4.11.  Bank Accounts                                                       9

    4.12.  Expenses                                                           10

    4.13.  Financial Management                                               10

    4.14.  Annual Plans                                                       10

    4.15.  Revisions to Annual Plan                                           13

    4.16.  Remittance to Owner                                                13

                                       i

<page>

                               TABLE OF CONTENTS
                                  (continued)


                                                                            Page
                                                                            ----

     4.17.  Insurance                                                         13

     4.18.  Waiver of Liability                                               13

     4.19.  Legal Actions                                                     13

ARTICLE 5         COMPENSATION OF THE OPERATORS                               14

     5.01.  Forms of Compensation                                             14

     5.02.  Basic Management Fee                                              14

     5.03.  Incentive Fee                                                     14

     5.04.  Collection of Management Fees                                     14


     5.05.  Allocation of Management Fees and Other Amounts                   14

ARTICLE 6         INDEMNITY                                                   15

     6.01.  Indemnification to the Operators                                  15

     6.02.  Indemnification to Owner                                          15

     6.03.  Claiming Procedure                                                16

     6.04.  Mitigation                                                        17

     6.05.  Payment                                                           17

ARTICLE 7         DAMAGE TO, DESTRUCTION OF OR CONDEMNATION
                    OF THE NEW FACILITIES                                     17

     7.01.  Damage to and Destruction of the New Facilities                   17

ARTICLE 8         ASSIGNMENT                                                  17

     8.01.  Sale/Assignment                                                   17

     8.02.  Effect of Assignment                                              18

ARTICLE 9         TERMINATION                                                 18

     9.01.  Termination                                                       18

     9.02.  Effect of Termination                                             19

     9.03.  Operator Responsibilities                                         19

     9.04.  Survival                                                          19

     9.05.  Proprietary Information                                           19

ARTICLE 10        GENERAL PROVISIONS                                          20

    10.01.  Entire Agreement                                                  20

    10.02.  Confidentiality                                                   20

                                       ii

<page>

                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

     10.03.  Approvals                                                        20

     10.04.  Conflicts of Interest; Non-Compete                               21

     10.05.  Best Evidence and Counterparts                                   22

     10.06.  Amendment or Modification                                        22

     10.07.  Governing Law                                                    22

     10.08.  Interpretation                                                   22

     10.09.  Severability                                                     22

     10.10.  Force Majeure                                                    22

     10.11.  Waiver                                                           23

     10.12.  Definitions                                                      23

     10.13.  Governing Document                                               23

     10.14.  Inspection of Facilities                                         23

     10.15.  Third-Party Beneficiaries                                        23

     10.16.  Regulatory Information                                           23

     10.17.  Successors and Assigns                                           23

     10.18.  Dispute Resolution                                               23

     10.19.  Operators; Generally                                             24

     10.20.  Effect of Amendment and Restatement                              24

                                       iii

<page>
                              AMENDED AND RESTATED

                          MANAGEMENT SERVICES AGREEMENT

     THIS AMENDED AND RESTATED  MANAGEMENT SERVICES AGREEMENT (this "Agreement")
is made and entered  into as of the 25th day of February,  2003,  by and between
The  Old  Evangeline  Downs,  L.L.C.,  a  Louisiana  limited  liability  company
("Owner"), OED Acquisition,  LLC, a Delaware limited liability company ("OEDA"),
and Peninsula Gaming Company,  LLC, a Delaware limited  liability company ("PGC"
and together with OEDA, each, an "Operator" and collectively, the "Operators").

                              W I T N E S S E T H:

     WHEREAS,  Owner desires to develop a racetrack and casino gaming  operation
on its Site located in St. Landry Parish Louisiana;

     WHEREAS,  Owner and PGC have heretofore entered into a Management  Services
Agreement, dated as of February 15, 2002 (the "Original MSA"), pursuant to which
Owner  engaged  PGC to manage and  operate the  Existing  Racetrack  and design,
develop,  construct,  manage and operate the New Facilities and provide  certain
pre-opening services in connection therewith;

     WHEREAS,  the parties  hereto  desire to amend and restate the Original MSA
pursuant to the terms and conditions set forth herein;


     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and of the
mutual promises, representations,  warranties, understandings,  undertakings and
covenants herein contained, and intending to be legally bound thereby, Owner and
the Operators hereby agree that, effective as of February 15, 2002, the Original
MSA be, and hereby is, amended and restated in its entirety as herein set forth:

                                   ARTICLE 1

                        TERM AND APPOINTMENT OF OPERATOR

     1.01. Appointment and Term. Owner hereby appoints and employs the Operators
to act as its exclusive agents for the supervision, direction and control of the
management of the Facilities on Owner's behalf,  upon the terms,  conditions and
covenants  hereinafter set forth.  The Operators  hereby accept such appointment
upon and subject to the terms,  conditions,  covenants and  provisions set forth
herein.  The  Operators  agree to execute  their  duties  hereunder  in the best
interest of Owner in good faith,  subject to the budgetary  limitations  imposed
upon the Operators, any applicable Governmental Requirements and any limitations
or restrictions  contained in any Related Contract, it being understood that the
Operators shall not be required to pay any amounts of money except those amounts
required by the terms of this Agreement. Unless sooner terminated as provided in
this  Agreement or extended by the mutual  agreement of Owner and the Operators,
this  Agreement  shall  terminate on the later of (i) the date that is eight (8)
years after

                                       1

<page>

the  Opening  Date and (ii) the date of sale of all of PGC's  direct or indirect
ownership interest in Owner (the "Term").

     1.02.  Management of the Business.  Subject to the terms of this Management
Agreement,  the Operators shall have the authority to exclusively  supervise and
direct the  management  and operation of the Existing  Racetrack and the design,
development,  construction,  management  and operation of the New Facilities for
the account of Owner. The Operators shall have the authority and  responsibility
(i) to determine operating policy,  standards of operation,  quality of service,
the maintenance and physical  appearance of the Facilities and any other matters
affecting operations and maintenance; (ii) to supervise and direct all phases of
advertising, sales and business promotion for the Facilities; and (iii) to carry
out all  programs  contemplated  by the Annual  Plan.  Owner agrees that it will
cooperate  with the Operators in every  reasonable  and proper way to permit and
assist the  Operators  to carry out their duties  hereunder  and comply with any
conditions  or  restrictions,  if any,  placed upon the  Operators by any Gaming
Authority.  The  Operators  shall  take all  actions  which  may,  in their sole
discretion,  be  reasonably  necessary or  appropriate  in  connection  with the
authority  granted to it in accordance  with the  provisions of this  Agreement.

      1.03.  Relation  of the  Parties.  In taking any action  pursuant  to this
Agreement,  the  Operators  will be  acting  only  as the  appointed  agents  or
representatives  of Owner,  and nothing in this Agreement shall be construed as:
(i) creating a tenancy,  partnership,  joint  venture or any other  relationship
between the parties hereto,  except that of principal and agent or (ii) creating
or  vesting  any  right,  title,  interest,   estate,  equity  participation  or
beneficial  ownership interest in favor of the Operators in or to the Facilities
except the contractual rights created in the Operators by this Agreement and any
and all rights and remedies  arising out of or in connection with the Operators'
direct or  indirect  ownership  interests  in Owner.  All debts and  liabilities
properly  incurred  by  either  Operator  in the  course of its  management  and
operation of the  Facilities  hereunder  shall be the debts and  obligations  of
Owner only,  and neither  Operator  shall be liable  therefor and each  Operator
shall be fully  indemnified  against  such  debts  and  obligations,  except  as
specifically stated to the contrary herein.

     1.04.  Affiliates.  Affiliates of either Operator may provide  services to,
provide loans and funds to, negotiate for, provide  personnel to, and, from time
to time, take actions on behalf of or for the benefit of such Operator by direct
dealings  with  Owner or those  acting for it,  provided  that the costs of such
services shall not be charged to Owner or included in Operating Expenses without
Owner's  written  consent;  it  being  understood  that by  entering  into  this
Agreement,  Owner  hereby  consents  to all costs and  services  relating to the
Jefferies  Financing  (including,  without  limitation,  any and all  costs  and
expenses of either Operator related thereto). Each Operator shall be responsible
to Owner under this  Agreement for the acts of Affiliates in the  performance of
services of such Operator under this Agreement as if such  Affiliates  were such
Operator's employees or agents.

     1.05.  Consultation with Owner. The Operators agree to furnish to Owner the
monthly  financial  statements and Annual Plans as set forth in Article 4. Owner
shall,  at all times,  have the right to enter the Facilities for the purpose of
inspecting  same and  reviewing  the  operations.  Owner  agrees that it and its
representatives will, at no time, act in a manner which is inconsistent with the
authority granted to the Operators.

                                       2

<page>
                                    ARTICLE 2

                               PRE-OPENING PROGRAM

     2.01.  Construction of the New  Facilities.  Owner hereby agrees to use its
diligent  good  faith  efforts  to  facilitate  the   construction  of  the  New
Facilities.  Notwithstanding  any  provision to the  contrary  contained in this
Agreement,  (i) the  Operators  shall have the right to  supervise  the  design,
development and  construction  of the New Facilities,  and (ii) Owner shall not,
without the prior written consent of each Operator, agree or otherwise cause the
Facilities to be subject to or otherwise bound by any  Governmental  Requirement
to the extent such Governmental  Requirement affects or otherwise impacts either
Operator's  ability  to perform  the  Pre-Opening  Services  or any of its other
duties and responsibilities  under this Agreement.  The Operators will prepare a
construction budget and construction  schedule with respect to the completion of
all phases of the  construction  and  development of the New  Facilities.

      2.02.  Pre-Opening Services.  Prior to the Opening Date, the Operators, as
agent of Owner,  shall use their diligent good faith efforts to perform or cause
others  to  perform  all  such  services  as the  Operators  deem  necessary  to
facilitate  the opening of the New  Facilities  and the  continued  operation of
Owner's'  off-track betting operations on behalf of and for the account of Owner
(the  "Pre-Opening   Services"),   subject  to  compliance  by  Owner  with  its
reimbursement and funding obligations set forth in this Agreement, including the
following.

     (a)  preparation of a pre-opening marketing plan;

     (b)  hiring  of  personnel  in  accordance  with  the  provisions  of  this
          Agreement;

     (c)  coordination of initial inventories purchases;

     (d)  establishment of operating policies and procedures;

     (e)  establishment of security systems for assets, personnel and patrons;

     (f)  establishment  of data processing  hardware and software  requirements
          and systems;

     (g)  establishment   of  accounting  and  internal   control   systems  and
          procedures;

     (h)  establishment of a preventive maintenance program;

     (i)  establishment of risk management policies and procedures;

     (j)  training of all initial staff;

     (k)  engage and retain such architects, engineers,  contractors,  designers
          and other  specialists  (the  "Project  Architects" ) as the Operators
          deem necessary to prepare all site plans, grading plans,  construction
          drawings, surveys, materials, specifications,  architectural plans and
          drawings,  elevations,  construction  models,  engineering  plans  and
          drawings,

                                       3

<page>

          approved  plats and all other  plans,  drawings,  studies  or  reports
          required for the construction  and/or outfitting of the New Facilities
          (the "Plans and Specifications") and for the purchase and installation
          of the FF&E thereat (the "FF&E Specifications");

     (l)  purchase all pre-opening  gaming supplies and equipment,  including in
          connection with off track betting operations;

     (m)  provide  specific  operational  and  functional  criteria  for the New
          Facilities for use by the Project Architects in the preparation of the
          Plans and Specifications and the FF&E Specifications;

     (n)  advise and consult with the Project  Architects in the  development of
          schematic, preliminary and working Plans and Specifications and in the
          selection and specifications of FF&E, wall and floor coverings, design
          and color, wall hangings, signage, art, accouterments,  space planning
          requirements  and functional  design  criteria and all other aesthetic
          and operational elements of design and other nonstructural elements of
          the New Facilities;

     (o)  advise and consult with the Project  Architects  regarding various key
          systems,   including  without  limitation,   mechanical,   electrical,
          plumbing, life safety, gaming and computer-related systems for the New
          Facilities;

     (p)  determine all operational  and all functional  requirements of the New
          Facilities  including without  limitation,  parking,  recreational and
          gaming areas,  food  facilities  layout and equipment,  and such other
          areas as management information systems,  energy,  signage,  lighting,
          sound,  communications,  housekeeping,  maintenance,  personnel,  data
          processing equipment and software,  point of sale systems, life safety
          systems,    surveillance   and   security   systems,   marketing   and
          entertainment;

                                       4

<page>

     2.03. Payment of Pre-Opening Expenses.

          2.03.01 Source of Funds. All costs and expenses reasonably incurred in
     connection with performance of the Pre-Opening  Services (the  "Pre-Opening
     Expenses"),  shall be paid  from  the Bank  Accounts.  Owner  shall  timely
     deposit  such sums in the Bank  Accounts  in  accordance  with the  monthly
     schedules in the construction budget.

          2.03.02 Operator Advances. The Operators may, but are not required to,
     advance funds to pay Pre-Opening  Expenses and  Reimbursables  on behalf of
     Owner (any such advance, an "Operator Advance"). All such Operator Advances
     that are  advanced  by the  Operators  shall  be  itemized,  scheduled  and
     submitted  to Owner and  reimbursement  to the  Operators  shall be made by
     Owner either  directly or by Owner directing the Operators to withdraw such
     amounts  from  the  Bank  Accounts.  All such  Operator  Advances  shall be
     reimbursed upon the Operators' written request.

     2.04.  Compensation  and  Reimbursement  of the Operators  for  Pre-Opening
Services.  For and in consideration  of the Operators  providing the Pre-Opening
Services, Owner agrees to (i) pay the Operators on the Target Date a Pre-Opening
Services fee (the "Pre-Opening  Services Fee") accruing at a rate of $40,000 per
month,  commencing on June 27, 2001 and terminating on the Target Date, and (ii)
upon the Operators'  written  request,  reimburse the Operators for all Operator
Advances.

                                   ARTICLE 3

                                    NOTICES

     Any and all  written  notices  required by this  Agreement  shall be either
hand-delivered  or mailed,  certified mail, return receipt  requested,  telexed,
faxed, or sent via commercial courier, addressed to:

            TO PGC:          Peninsula Gaming Company, LLC
                             3rd Street Ice Harbor
                             P.O. Box 1750
                             Dubuque, IA 52004-1683
                             Facsimile No.: (563) 690-2190

                                     - and -

                             Peninsula Gaming Company, LLC
                             c/o Jefferies & Company, Inc.
                             11100 Santa Monica Blvd.
                             10th Floor
                             Los Angeles, CA 90025
                             Attention: M. Brent Stevens
                             Facsmile No.: (310) 515-5165

                                       - and -

                                       5

<page>


                              Peninsula Gaming Company, LLC
                              c/o Cambridge Capital Advisors LLC
                              7173 Mission Hills Drive
                              Las Vegas, NV 89113
                              Attention: Michael S. Luzich
                              Facsimile No.: (702) 247-6822

                                      - and -

                              OED Acquisition, LLC
                              c/o Cambridge Capital Advisors LLC
                              7173 Mission Hills Drive
                              Las Vegas, NV 89113
                              Attention: Michael S. Luzich
                              Facsimile No.: (702) 247-6822

            WITH COPIES TO:   Mayer, Brown, Rowe & Maw
                              1675 Broadway
                              New York, NY 10019
                              Attn: Ronald S. Brody, Esq.
                              Facsimile No.: (212)-262-1910

            TO OEDA:          OEDA Acquisition, LLC
                              c/o Peninsula Gaming Company, LLC
                              3rd Street Ice Harbor
                              P.O. Box 1750
                              Dubuque, IA 52004-1683
                              Facsimile No.: (563) 690-2190

            WITH COPIES TO:   Mayer, Brown, Rowe & Maw
                              1675 Broadway
                              New York, NY 10019
                              Attn: Ronald S. Brody, Esq.
                              Facsimile No.: (212)-262-1910

            TO OWNER:         The Old Evangeline Downs, L.L.C.
                              3620 N.E. Evangeline Thruway
                              Carencro, Louisiana 70520
                              Facsimile No.:

                                      - and -

                                       6

<page>


                              Peninsula Gaming Company, LLC
                              3rd Street Ice Harbor
                              P.O. Box 1750
                              Dubuque, IA 52004-1683
                              Facsimile No.: (563) 690-2190

                                      - and-

                              Peninsula Gaming Company, LLC
                              c/o Jefferies & Company, Inc.
                              11100 Santa Monica Blvd.
                              10th Floor
                              Los Angeles, CA 90025
                              Attention: M. Brent Stevens
                              Facsimile No.: (310) 515-5165

                                        - and -

                              Peninsula Gaming Company, LLC
                              c/o Cambridge Capital Advisors LLC
                              7173 Mission Hills Drive
                              Las Vegas, NV 89113
                              Attention: Michael S. Luzich
                              Facsimile No.: (702) 247-6822

     All  notices  hand-delivered  shall  be  deemed  delivered  as of the  date
actually delivered. All notices mailed shall be deemed delivered as of three (3)
Business  Days after the date  postmarked.  All  notices  faxed  shall be deemed
delivered as of the Business Day  immediately  following the date receipt of the
facsimile is confirmed.  All notices sent via commercial courier shall be deemed
delivered as of the Business Day  immediately  following  the date the notice is
entrusted to the commercial  courier  service with directions for service within
one (1) day. Any changes in any of the addresses  listed herein shall be made by
notice as provided in this Article 3.  Notwithstanding  anything to the contrary
herein,  the return  receipt  indicating  the date upon which all  notices  were
received  shall be prima facie  evidence  that such notices were received on the
date of the return receipt.

     The addresses and addressees may be changed by giving notice of such change
in the manner provided  herein for giving notice.  Unless and until such written
notice is  received,  the last  address and  addressee  given shall be deemed to
continue in effect for all purposes.  No notice to either Owner or the Operators
shall be deemed given or received  unless the entity  notice "With a copy to" is
simultaneously delivered notice in the same manner as any notice given to either
Owner or the Operators.

                                       7

<page>
                                   ARTICLE 4

                                   OPERATION

     4.01. General.

     In order for the  Operators to perform its duties  hereunder  and to comply
with any applicable Governmental Requirements,  Owner hereby agrees that subject
to Owner's rights and the  Operators'  obligations  in this  Agreement,  (i) the
Operators  shall have  uninterrupted  control and  operation  of the  Facilities
during the Term,  free and clear from any  disturbance of any claims by Owner or
any third party  claiming by,  through or under  Owner,  and (ii) Owner will not
unreasonably  interfere or involve itself with the  day-to-day  operation of the
Facilities.

     The Operators shall perform or cause others to perform all such services as
the Operators  deem  necessary to operate and manage the Facilities on behalf of
and  for the  account  of  Owner,  subject  to  compliance  by  Owner  with  its
reimbursement and funding obligations set forth in this Agreement. The provision
set  forth  below  shall  apply  to both  the  Existing  Facilities  and the New
Facilities, in each case to the extent applicable.

     4.02. Licenses, Permits, Reports and Accreditation. The Operators and Owner
shall timely apply for, obtain and maintain all licenses and permits required to
operate  the  Business  (other  then  gaming  authority  permits,  licenses  and
approvals required to be obtained by parties other than Owner or the Operators),
at Owner's expense.

     4.03.  Personnel.  All personnel of the  Facilities,  shall be personnel of
Owner.  However,  as agents for  Owner,  the  Operators  shall have the sole and
absolute  discretion  to hire,  supervise,  direct  the work of,  discharge  and
determine the  compensation  and other benefits of all personnel  working in the
Facilities.  Owner shall not interfere  with or give orders or  instructions  to
personnel employed at the Facilities.  The Operators, in their sole and absolute
discretion,  shall determine the fitness and  qualifications  of such personnel.
The  Operators  shall in no way be liable to said  personnel or to Owner for any
and all claims for wages,  compensation  or other benefits  (including,  without
limitation, severance, pension, superannuation,  retirement and termination pay)
asserted by or on behalf of such personnel. The salaries, other compensation and
benefits of such personnel  shall be an Operating  Expense paid by the Operators
from the Bank  Accounts.  The  Operators  shall in all respects  comply with all
applicable federal and state employment laws and regulations, in connection with
the hiring, promoting,  discharging,  employment and payment of employees.

     4.04.  Sales and Promotions.  The Operators may, at their sole  discretion,
cause the Facilities to participate in sales and  promotional  campaigns and, as
appropriate,  activities involving complimentary items to hotels, travel agents,
tourist officials and airline  representatives  and other  hospitality  industry
representatives. The Operators shall have the sole right to entitle employees to
grant complimentary items when the same is customary in the travel,  hospitality
or gaming industry or in the Operators' standard practice or policy.

     4.05.  Maintenance and Capital Replacement.  Owner shall be responsible for
maintaining the property  utilized in the Business in good repair and condition.
To implement

                                       8

<page>
Owner's responsibility,  the Operators shall, on behalf of Owner, and at Owner's
expense,  make or cause to be made, all repairs,  replacements,  corrections and
maintenance  items as shall be  required  in the normal and  ordinary  course of
operation  of  the  Business.   Owner   recognizes   the  necessity  of  capital
improvements  and shall expend such amount for capital  improvements as shall be
required  in the normal and  ordinary  course of  operation  of the  Business in
conformity with the amounts approved as part of the Annual Plan.

     4.06.  Contracts and  Agreements.  The Operators,  as agents of Owner,  are
authorized to make and enter into such contracts and agreements as the Operators
may deem  necessary  for the proper  operation  of the  Facilities.  Unless this
Agreement  expressly  provides  for an item or service  to be at the  Operators'
expense,  all costs and  expenses  incurred by the  Operators or an Affiliate of
either Operator in accordance with this Agreement and/or an Annual Plan shall be
for and on behalf of Owner and for Owner's account.

     4.07.  Accounting  Services.  The Operators shall establish and maintain an
accounting  system,  internal  controls  and  reporting  systems in that are (i)
consistent in all material respects with customary  policies and procedures used
by the Operators or their Affiliates engaged in such businesses, (ii) reasonably
adequate to provide Owner and the Operators with the necessary information about
the Business and to  safeguard  Owner's  assets,  (iii) in  compliance  with all
Gaming Laws and in substantial compliance with all Governmental Requirements and
(iv) approved by all Governmental Authorities which are required to be obtained.
The establishment of such systems shall constitute  Pre-Opening Expenses and the
maintenance  of such  systems  shall  constitute  Operating  Expenses.  Upon the
request of Owner, the Operators shall make available for inspection by Owner any
managerial  reports  produced by the  Operators  regarding  the  Business in the
ordinary course of business.

     4.08.  Books and Records.  The  Operators  shall  maintain,  or cause to be
maintained,  at Owner's  expense,  full and  complete  books of account and such
other  records  as  are  necessary  to  reflect  the  operating  results  of the
Facilities  ("Books  and  Records").  The Books and  Records  shall be kept in a
manner so that the  Financial  Statements  may be  prepared in  accordance  with
Generally Accepted Accounting  Principles  consistently  applied.  The Operators
shall keep all Books and Records,  including without limitation,  current vendor
invoices,  payroll  records,  general  ledgers,  credit  transactions  and other
records  relating to the Business at the  Facilities  or such other  location as
shall be  approved by Owner in writing,  subject to such  record  retention  and
storage  policies  and access  rights  required by any Lender or any  applicable
Governmental  Requirements  or Gaming Laws.  All such Books and Records shall at
all times be the  property of Owner and shall not be removed by either  Operator
from the approved  location  without Owner's written approval except as required
by  applicable  Laws.  Upon any  termination  of this  Agreement,  all Books and
Records  shall  immediately  be  turned  over to Owner  to  ensure  the  orderly
continuance  of the operation of the Business,  but such Books and Records shall
be available to the Operators  for a period of five (5) years at all  reasonable
times  and  upon  prior  written  request  to  Owner  for   inspection,   audit,
examination,  transcription and copying of particulars relating to the period in
which the Operators  managed the Business.  The Operators shall also prepare and
file for Owner, at Owner's expense,  all informational  and/or tax returns which
may be required by any Governmental Authority.

                                       9

<page>

     4.09. Financial Statements. The Operators shall provide Owner (i) unaudited
Financial  Statements  of the  Business for each  calendar  month within 20 days
after the end of each calendar month, (ii) quarterly Financial Statements of the
Business  for each  fiscal  quarter  within 45 days after the end of each fiscal
quarter and (iii) annual  Financial  Statements  of the Business  within 90 days
after the end of each fiscal year.

     4.10. Access,  Review and Audit. Owner, any Gaming Authority and Lender (or
their respective duly appointed agents) shall have the right at reasonable times
and  during  normal  business  hours,  after  reasonable  written  notice to the
Operators, to examine, audit, inspect and transcribe the Books and Records. With
respect to such reviews,  Owner, any Lender and their respective agents shall be
subject to the confidentiality  covenants in Section 10.02. The annual Financial
Statements shall be audited by the Auditors at Owner's expense.

     4.11.   Bank  Accounts.   The  Operators   shall   establish  at  financial
institution(s)  designated by the Operators such bank accounts ("Bank Accounts")
as the Operators  deem necessary for the operation of the  Facilities.  All Bank
Accounts for the Facilities  shall be in the name of either  Operator,  as agent
for Owner. Owner and the Operators shall agree on the procedures for withdrawals
and  deposits  of  funds.  The  Operators  shall  have the  right  to  designate
individuals  to disburse  funds from the business bank accounts to pay all costs
and  expenses of  managing,  operating  and  maintaining  the  business  and its
properties, including authorized capital expenditures and management fees due to
either  Operator.  Owner  agrees  that  at all  times  during  the  term of this
Agreement,  a bank balance as approved in the Annual Plan shall be maintained in
an amount  necessary  to  provide  sufficient  working  capital  to  assure  the
uninterrupted and efficient operation of the business.

     4.12. Expenses.

          (a) All costs,  expenses,  funding of  operating  deficits and working
     capital,  and other obligations and liabilities  hereunder  including costs
     incurred by either  Operator under this Agreement or in connection with the
     transactions contemplated hereby ("Owner's Financial Obligations") shall be
     the sole and exclusive  responsibility and obligation of Owner,  except for
     those instances herein where it is expressly and  specifically  stated that
     such item shall be for the account of the  Operators.  The Operators  shall
     allocate  to  Owner  the  direct  expense  of  employees  of the  Operators
     (including compensation expenses) to the extent that such employees provide
     dedicated services for the benefit of the Business; provided, however, that
     Owner shall have no  obligation to reimburse  either  Operator for any such
     direct  expense  (other  than  Reimburseables)  relating  to  the  services
     provided by Michael Luzich or Brent Stevens. Owner shall have no obligation
     for any other corporate overhead of either Operator.  It is understood that
     statements herein indicating that the Operators shall "furnish",  "provide"
     or otherwise  supply,  present or  contribute  items or services  hereunder
     shall not be  interpreted  or  construed  to mean that  either  Operator is
     liable or responsible to fund or pay for such items or services,  except in
     those specific instances mentioned above.

          (b) With respect to Owner's Financial  Obligations,  the same shall be
     funded  and/or paid for as  follows:  (i) first,  from monies  which may be
     available in the Bank Accounts maintained by the Operators  hereunder;  and
     (ii) second, if such Bank Accounts maintained by the Operators hereunder do
     not contain monies sufficient to fund and/or pay Owner's Financial

                                       10

<page>

     Obligations,  from monies  which shall be  deposited  by Owner in such Bank
     Accounts  within three (3) days after request  therefor by the Operators in
     writing.

          (c) It is  understood  and  agreed  that the  Operators  shall have no
     obligation  or duty  to  fund  and/or  pay  for  any of  Owner's  Financial
     Obligations.

     4.13.  Financial  Management.  The Operators  shall be responsible  for the
management of the day-to-day financial affairs of the Business.

     4.14. Annual Plans.

          4.14.01  Submission  of Annual  Plans.  No later than thirty (30) days
     prior to the end of each Fiscal Year,  the Operators  shall submit to Owner
     for Owner's approval,  an annual plan for the operation of the Business for
     the forthcoming Fiscal Year (each such annual plan is referred to herein as
     an  "Annual  Plan").  Each  proposed  Annual  Plan  shall  consist  of  the
     following:

          (a)  An annual marketing plan ("Annual Marketing Plan");

          (b)  An annual line item operating budget ("Annual Operating Budget");

          (c)  An annual estimate of key operating statistics;

          (d)  An annual projection of sources and uses of cash by month; and

          (e)  An  annual  capital   expenditures   budget   regarding   capital
               expenditures ( "Annual Capital Expenditures Budget" ) which shall
               include the proposed  schedule for effecting  such repairs and/or
               improvements.

Each  proposed  Annual Plan shall be prepared in such form and  containing  such
detail as Owner may reasonably require.

          4.14.02 Preparation of Annual Plan. Each proposed Annual Plan shall be
     prepared by the  Operators  based on,  among other  things,  the actual and
     projected  results of the current  Fiscal Year, the standard of maintaining
     and operating the Facilities in accordance with this Agreement, information
     with respect to possible  occurrences which may impact the marketing and/or
     operation of the Business in the future,  changes from the previous  Fiscal
     Year's  results,  reasonable  expectations  for the  future  and such other
     information  and assumptions  that shall be reasonably  requested under the
     circumstances.

          4.14.03 Review and Approval.  In connection  with the  preparation and
     submission  of a proposed  Annual Plan,  Owner will meet with the Operators
     within fifteen (15) days after delivery of the proposed  Annual Plan for an
     in-depth  review,   including  a  discussion  of  the  marketing  strategy,
     operations format and rationale for proposed  expenditures  embodied in the
     proposed Annual Plan. Owner shall be required,  by giving written notice to
     the Operators,  to approve or disapprove  each proposed  Annual Plan within
     fifteen  (15) days  after the date  Owner  and the  Operators  last meet to
     discuss the proposed  Annual  Plan.  The parties  shall use all  reasonable
     efforts to complete  the review of the  proposed  Annual Plan no later than
     forty-five

                                       11

<page>

     (45) days after the initial  delivery of the proposed Annual Plan to Owner.
     Any notice that disapproves a proposed Annual Plan must contain  reasonably
     detailed  specific  objections along with suggestions as to what corrective
     measures  can be taken to make such  proposed  Annual  Plan  acceptable  to
     Owner.

          4.14.04 Disagreements Regarding Annual Plan. If Owner fails to provide
     written notice to the Operators of its objections  within fifteen (15) days
     after the last  meeting  between  Owner and the  Operators,  such  proposed
     Annual  Plan shall be deemed to be approved  as  submitted,  subject to any
     changes upon which Owner and the Operators have previously agreed. If Owner
     disapproves or objects to any items  contained in the proposed  Annual Plan
     or any revisions thereto, Owner and the Operators shall cooperate with each
     other in good faith to attempt to  expeditiously  resolve  the  disputed or
     objectionable  proposed  items.  If Owner and the  Operators  are unable to
     reach  a  mutually   acceptable   agreement   concerning  the  disputed  or
     objectionable  items within  fifteen (15) days after the date Owner advises
     the  Operators  of its  objections  as  aforesaid,  either  party  shall be
     entitled to submit the dispute to  arbitration  in accordance  with Section
     10.18.  If  Owner's  objections  relate  only to  certain  portions  of the
     proposed Annual Plan or a Budget contained therein, the undisputed portions
     of the proposed  Annual Plan shall be deemed to be adopted and approved and
     only those Budgets under dispute shall be submitted to arbitration.

          4.14.05 Disagreements Regarding Annual Operating Budgets. With respect
     to objectionable  items in any Annual Operating Budget,  but only until and
     to the extent that any dispute concerning such objectionable  items are not
     resolved,  the corresponding  item contained in the Annual Operating Budget
     for the preceding  Fiscal Year shall be substituted in lieu of the disputed
     portions of the proposed Annual Operating Budget, excluding,  however, line
     items in the previous Annual Operating Budget for extraordinary expenses or
     revenues.  In any instance  where a portion of an Annual  Operating  Budget
     from a  preceding  Fiscal  Year is deemed to be  applicable  to the  Annual
     Operating  Budget in effect  until a new Annual  Operating  Budget is fully
     approved,  corresponding items contained in the Annual Operating Budget for
     the preceding Fiscal Year shall be  automatically  adjusted by a percentage
     equal to the  percentage  change in the  Consumer  Price  Index  during the
     preceding  Fiscal  Year.  Such  calculation  of  percentage  change  in the
     Consumer  Price  Index shall be made by the  Operators  based upon the then
     most  recently  published  Consumer  Price  Index  data  at  the  time  the
     calculation is made.

          4.14.06  Disagreements  Regarding Annual Capital Expenditures Budgets.
     If Owner and the Operators are unable to agree on the amount of any item in
     an Annual Capital Expenditures Budget, only those capital expenditures with
     respect to which Owner and the Operators  have reached an agreement (or the
     undisputed  portion of an amount in dispute)  that are approved by Owner or
     are required to be made by Lender or any  Governmental  Authority  shall be
     made until  Owner and the  Operators  otherwise  agree on the terms of such
     Annual Capital Expenditures Budget or the matter is decided by arbitration;
     provided, however, that until and to the extent that any dispute concerning
     objectionable  items are not resolved,  the corresponding item contained in
     the Annual Capital  Expenditures Budget for the preceding Fiscal Year shall
     be  substituted  in lieu of the disputed  portions of the  proposed  Annual
     Capital Expenditures Budget, excluding, however, line items in the previous
     Annual Capital Expenditures Budget for extraordinary  expenses or revenues.
     The applicable  Annual Plan will be  appropriately  adjusted to reflect the
     effect of any delay in capital expenditures.

                                       12

<page>

          4.14.07  Operator  Discretion  Regarding  Budgets.  In the event  that
     Operating  Expenses  in any fiscal year would in the  aggregate  exceed the
     Operating  Expenses provided in the Annual Operating Budget for such fiscal
     year by more than 10%,  the  Operators  shall  revise the  Annual  Plan and
     submit to Owner for Owner's approval as set forth in Section 4.15.

          4.14.08 Operator's Disclaimer.  Notwithstanding the provisions of this
     Section 4.14 and all other  provisions of this Agreement,  Owner recognizes
     that  neither  Operator is, or is intended to be, a guarantor of the Annual
     Operating Budget.  Owner acknowledges that  notwithstanding  the Operators'
     experience in the operation of gaming facilities, the projections contained
     in each  Operating  Budget  submitted  from  time to time to  Owner  by the
     Operators  are mere  estimates  and are  subject to and may be  affected by
     changes in  financial,  economic  and other  conditions  and  circumstances
     beyond  the  Operators'   reasonable  control,   and  the  giving  of  such
     projections or the making of such Annual  Operating  Budgets shall never be
     construed  as a guarantee  or warranty by the  Operators to Owner that such
     projections or pro formas will, in fact, occur.

     4.15.  Revisions  to Annual  Plan.  If, in the  Operators'  sole  judgment,
revisions  to  all or any  portion  of the  Annual  Plan  are  appropriate,  the
Operators  shall revise the Annual Plan and submit such  revised  Annual Plan to
Owner for approval in accordance  with the provisions set forth in Section 4.14.

      4.16. Remittance to Owner. Contemporaneously with furnishing the Financial
Statements  for each  calendar  month to Owner  pursuant  to Section  4.09,  the
Operators  shall  remit to Owner,  subject to  applicable  Laws and the  Related
Contracts,  from the Bank  Accounts,  an amount by which the total  funds in the
Bank  Accounts  exceed  the sum of working  capital  and the  current  amount on
deposit in the Capital Expenditures Fund.

     4.17.  Insurance.  Owner,  for the benefit of both Owner and the Operators,
shall maintain adequate  insurance during the term of this Agreement,  including
any  insurance of the  Operators  which may be  required.  The  Operators  shall
procure all  insurance  on behalf of Owner and the  carrier,  type and amount of
coverage  shall be designated by the Operators in their sole  discretion.

     4.18.  Waiver of  Liability.  To the  extent  covered  by  insurance,  each
Operator  and Owner each  waives,  releases  and  discharges  the other from all
claims or demands which each may have or acquire  against the other,  or against
each other's directors, officers, agents, employees or partners, with respect to
any claim for any losses,  damages,  liability or expenses (including attorneys'
fees) incurred or sustained by either of them on account of injury to persons or
damage  to  property  or  business  arising  out of the  ownership,  management,
operation and maintenance of the Business,  regardless whether any such claim or
demand may arise  because of the fault or  negligence  of the other party or its
officers,  partners, agents or employees. Except to the extent a loss, damage or
expense is a result of the other party's gross negligence,  bad faith or willful
misconduct,  in the event of any such loss, damage,  liability or expense, Owner
and each Operator each shall look to the  insurance  maintained  with respect to
the Business or otherwise by such party and shall not make any claim or seek any
recovery  against the other  party.  Each policy of  insurance  maintained  with
respect  to  the  Business  shall  contain  a  specific  waiver  of  subrogation
reflecting  the  provisions  of this Section  4.18, or a provision to the effect
that the

                                       13

<page>
existence  of the  preceding  waiver  shall not affect the  validity of any such
policy or the  obligation  of the  insurer to pay the full amount of any covered
loss sustained.

     4.19. Legal Actions. Subject to Section 6.03, all matters of a legal nature
involving the Business or the Facilities or any portion thereof shall be handled
by legal counsel  selected by the Operators and  reasonably  acceptable to Owner
(such legal counsel which shall include but not be limited to Mayer, Brown, Rowe
& Maw, is hereinafter  referred to as "Approved Legal  Counsel").  The Operators
shall  notify  Owner of the  commencement  of any  legal  action  or  proceeding
concerning  the  Business or the  Facilities  or any portion  thereof as soon as
practicable  after the Operators  receive actual notice of the  commencement  of
such legal action  unless such action is for money damages only and such damages
are  reasonably  anticipated  to be either fully  covered by insurance or not in
excess of $500,000.  Except with  respect to those legal  matters in which Owner
advises the  Operators  that it desires to be directly  involved,  the Operators
shall be responsible for directing on behalf of Owner the Approved Legal Counsel
to take any reasonable or necessary  legal actions to protect Owner's assets and
to  ensure  compliance  with  the  contractual  obligations  of  others  and all
Governmental  Requirements.  In any legal action or proceeding in which Owner is
to be the  plaintiff or  complainant,  then the  Operators may not commence such
legal action or proceeding  without first  obtaining the prior consent of Owner.

                                   ARTICLE 5

                          COMPENSATION OF THE OPERATORS

     5.01.  Forms of  Compensation.  For and in  consideration  of the  services
rendered by the Operators  pursuant to this  Agreement,  other than  Pre-Opening
Services for which Owner agrees to pay the  Operators the  Pre-Opening  Services
Fee,  Owner agrees to pay to the Operators  compensation  in the form of (i) the
Basic Management Fee, (ii) the Incentive Fee, and (iii) all Reimbursables.

     5.02. Basic  Management Fee. The "Basic  Management Fee" shall be an amount
equal to one and  seventy-five  one-hundredths  percent  (1.75%) of Net  Revenue
(excluding food and beverage revenue). The Basic Management Fee shall be due and
payable  monthly in arrears on the date the  monthly  Financial  Statements  are
delivered to Owner. The Basic  Management Fee shall be adjusted  quarterly based
on actual  results  reported  for each such Fiscal  Quarter  and, if  necessary,
annually based on actual results reported for each Fiscal Year. A partial Fiscal
Year at the  beginning and end of the Term shall be treated as a Fiscal Year for
purposes of this Section 5.02.

     5.03.  Incentive Fee. The  "Incentive  Fee" shall be an amount equal to (i)
three percent (3%) of the first $25 million of EBITDA; (ii) four percent (4%) of
EBITDA in excess of $25 million  but less than $30 million of EBITDA;  and (iii)
five percent (5%) of EBITDA in excess of $30 million. The Incentive Fee shall be
due and payable monthly in arrears on the date the monthly Financial  Statements
are delivered to Owner.  The Incentive Fee shall be adjusted  quarterly based on
annual  forecasts and annually based on actual results reported in the Financial
Statements  for each Fiscal Year. A partial Fiscal Year at the beginning and end
of the Term shall be treated as a Fiscal Year for purposes of this Section 5.03.

                                       14

<page>

     5.04.  Collection of Management Fees. The Operators shall have the right to
collect for  themselves the Management  Fees and  Reimbursables  from any of the
Bank Accounts at the time such amounts are payable.  If at any time the payment,
in  whole  or in  part,  of the  Management  Fees  or any  Reimbursables  is not
permitted or is otherwise subject to any restriction against payment by any Loan
Document,  until such time as such  payments are permitted to be made in full to
the  Operators,  such unpaid  amounts  shall accrue  interest from the date such
payments are required to be made until the date such  payments are actually made
at a rate per annum equal to 12 1/4 %,  compounded  daily and  calculated on the
basis of a 360-day year.

     5.05. Allocation of Management Fees and Other Amounts. The Management Fees,
Pre-Opening  Services Fees,  Reimbursables and all other amounts due and payable
to the  Operators  hereunder,  whether  for  the  account  of  OEDA,  PGC or the
Operators  generally,  shall be paid by Owner directly to OEDA, which payment to
OEDA  shall be deemed to  satisfy  any  payment  obligation  in  respect of such
amounts to PGC. OEDA shall distribute such portion of any such amounts to PGC as
is determined by mutual agreement of PGC and OEDA.

                                   ARTICLE 6

                                   INDEMNITY

     6.01.  Indemnification to the Operators. Owner agrees to indemnify and hold
each Operator and each Operator Indemnified Person harmless from and against all
loss, liability or cost (including reasonable attorneys' fees and expenses) that
is not covered by insurance  proceeds and which either Operator and any Operator
Indemnified Person may sustain,  incur or assume as a result of any Claims which
may be alleged, made, instituted or maintained against Operator, any Indemnified
Person or Owner,  jointly or severally,  arising out of, resulting from or based
upon  (i)  any  breach  by  Owner  of any of  its  representations,  warranties,
covenants  or  agreements  contained  in this  Agreement,  (ii)  the  ownership,
condition or use of the  Facilities,  (iii) the  management  or operation of the
Business, including, without limitation,  obligations or liabilities arising out
of or relating to (A) any federal,  state or local tax or duty of any kind,  (B)
indebtedness of Owner or other  obligations or liabilities of Owner necessary to
operate the Business,  including but not limited to the Jefferies  Financing and
the Operating Expenses,  (C) employee or labor relations matters including,  but
not  limited to,  employee  benefit or similar  plans,  medical  benefits,  life
insurance,  severance, workers' compensation, (D) any claim, proceeding or other
litigation  involving the Business,  including,  without  limitation,  injury to
person(s)  and damage to property or business by reason of any cause  whatsoever
in and  about the  Facilities,  whether  caused,  wholly  or  partially,  by the
negligence  of either  Operator or its members,  officers,  employees  agents or
Affiliates,  (E) the  failure  of the  Business  to comply in any  respect  with
applicable Gaming Laws, Governmental Requirements,  Environmental  Requirements,
or other applicable laws, statutes,  rules or regulations to which either Owner,
either Operator or the Business is subject,  or (F) the failure by Owner, either
Operator or any other Person to consummate  the Jefferies  Financing;  provided,
however,  Owner shall not be liable to indemnify and hold either Operator or any
Operator  Indemnified Person harmless from any such uninsured loss, liability or
cost (including costs of defense) solely to the extent it is the

                                       15

<page>

result of gross  negligence  or willful  misconduct  or criminal  conduct of the
party seeking indemnification hereunder.

     6.02.  Indemnification to Owner. Each Operator agrees to indemnify and hold
Owner  and each  Owner  Indemnified  Person  free and  harmless  from all  loss,
liability or cost (including  reasonable attorneys' fees) that is not covered by
insurance proceeds and which Owner and any Owner Indemnified Person may sustain,
incur or assume as a result of any Claims which may be alleged, made, instituted
or maintained against Owner, either Operator or any Indemnified Person,  jointly
or severally,  arising out of or based upon (i) the operation,  condition or use
of the Facilities by either Operator, or (ii) the operation or management of the
Business by either Operator,  including, without limitation, injury to person(s)
and damage to  property or  business  by reason of any cause  whatsoever  in and
about the  Facilities or elsewhere,  and any  requirement  or award  relating to
course of employment, working conditions, wages and/or compensation of employees
or former  employees  at the  Facilities,  in each case solely to the extent any
such injury or damage is caused by the gross negligence or willful misconduct or
criminal conduct of either Operator or any of their respective employees.

     6.03. Claiming Procedure.

          6.03.01  Notice.  Promptly after the assertion of any Claim by a third
     party which may give rise to a claim for indemnification from an indemnitor
     under this Agreement,  an Indemnified Person shall notify the indemnitor in
     writing of such Claim and advise the  indemnitor  whether  the  Indemnified
     Person intends to contest such Claim. Failure to notify an indemnitor shall
     not  relieve  such  indemnitor  from any  ability  hereunder  to the extent
     indemnitor  is not  materially  prejudiced  as a result  thereof and in any
     event shall not relieve  indemnitor from any liability which indemnitor may
     have otherwise than on account of this Agreement.

          6.03.02 Contest and Defend.  The  Indemnified  Person shall permit the
     indemnitor to contest and defend  against such Claim,  at the  indemnitor's
     expense,  if the  indemnitor  has  confirmed to the  Indemnified  Person in
     writing  that  it  agrees  that  the  Indemnified  Person  is  entitled  to
     indemnification  hereunder in respect of such Claim,  unless the conduct of
     its defense by the indemnitor could be reasonably  likely to prejudice such
     Indemnified  Person due to the nature of the Claims  presented or by virtue
     of a conflict  between the  interests of such  Indemnified  Person and such
     indemnitor and another Indemnified Person whose defense has been assumed by
     the  indemnitor.  Notwithstanding  a  determination  by the  indemnitor  to
     contest  such  Claim,  the  Indemnified  Person  shall have the right to be
     represented by its own counsel and accountants at its own expense except as
     set forth above. In any case, the  Indemnified  Person shall make available
     to the  indemnitor  and its attorneys and  accountants,  at all  reasonable
     times during normal business hours, all books, records, and other documents
     in its  possession  relating to such Claim.  The party  contesting any such
     Claim shall be furnished all reasonable  assistance in connection therewith
     by the other  party  (with  reimbursement  of  reasonable  expenses  by the
     indemnitor).  If the  indemnitor  fails to  undertake  the defense of or to
     settle or pay any such third-party Claim within fifteen (15) days after the
     Indemnified Person has given written notice to the indemnitor  advising the
     indemnitor of such Claim, or if the  indemnitor,  after having given notice
     to the Indemnified  Person that it intends to undertake the defense,  fails
     forthwith to defend, settle

                                       16

<page>

     or pay  such  Claim,  then  the  Indemnified  Person  may  take any and all
     necessary  action to dispose of such Claim including,  without  limitation,
     the  settlement  or full  payment  thereof upon such terms as it shall deem
     appropriate, in its sole discretion,  subject to the following with respect
     to any proposed settlement thereof.

          6.03.03 Compromise or Settlement.  The indemnitor shall not consent to
     the terms of any compromise or settlement of any third-party Claim defended
     by the indemnitor in accordance  herewith  (other than terms related solely
     to the payment of money damages and only after the indemnitor has furnished
     the  Indemnified  Person with such evidence as the  Indemnified  Person may
     reasonably request of the indemnitor's ability (financial and otherwise) to
     pay promptly the amount of such money  damages at such times as provided in
     the  compromise or settlement and so long as any such  settlement  does not
     include  any  statement  as to or an  admission  of fault,  culpability  or
     failure to act by or on behalf of any Indemnified Person) without the prior
     written consent of the Indemnified Person.

          6.03.04  Notice.  Any claim for  indemnification  under this Agreement
     which does not result from the  assertion of a Claim by a third party shall
     be  asserted  by  written  notice  given by the  Indemnified  Person to the
     indemnitor.  Such indemnitor shall have a period of thirty (30) days within
     which to respond  thereto.  If such indemnitor does not respond within such
     thirty (30) day period,  such  indemnitor  shall be deemed to have accepted
     responsibility to make payment,  and shall have no further right to contest
     the validity of such Claim.  If the  indemnitor  does  respond  within such
     30-day period and rejects such Claim in whole or in part, such  Indemnified
     Person  shall be free to pursue such  remedies as may be  available to such
     party under applicable Law,  including through  arbitration as provided for
     in Section 10.18 hereof (it being  understood that any such rejection shall
     not limit in any way such  Indemnified  Person's  right to  indemnification
     under this Agreement).

     6.04.  Mitigation.   Each  indemnitor  and  Indemnified  Person  shall  use
reasonable  efforts and shall consult and cooperate  with each other with a view
towards mitigating Claims that may give rise to claims for indemnification under
Sections 6.01 and 6.02;

     6.05.  Payment.  Each  indemnitor  agrees to pay amounts due  hereunder (i)
within ten (10) days of written  notice in respect of its indemnity  obligations
which it has accepted pursuant to Section 6.03.02 or which it has been deemed to
accept pursuant to Section  6.03.04,  and (ii) within five (5) days of any final
adjudication  of any indemnity  obligations  as to which it has not so accepted.

                                   ARTICLE 7

         DAMAGE TO, DESTRUCTION OF OR CONDEMNATION OF THE NEW FACILITIES

     7.01. Damage to and Destruction of the New Facilities.

     In the event of a fire or other  property  loss  resulting in damage to, or
impairment  or  destruction  of, the New  Facilities,  if Owner fails to repair,
restore,  rebuild or replace any damage within sixty (60) days after the date of
Owner's settlement with the insurance company

                                       17

<page>

with  respect to the fire or other  casualty or shall fail to complete  the same
diligently,  the Operators,  at their  election,  may terminate this  Agreement.

     7.02. Condemnation.

     If the  whole of the New  Facilities  shall be  taken or  condemned  in any
eminent domain,  condemnation,  compulsory acquisition or like proceeding by any
competent   authority  for  any  public  or  quasi-public  use  or  purpose,  or
transferred  or conveyed to any  competent  authority  in  anticipation  of such
eminent domain,  condemnation,  compulsory acquisition or like proceeding, or if
such a portion  thereof  shall be taken or  condemned  or  conveyed as to have a
Material  Adverse Effect or otherwise make it imprudent or  unreasonable  to use
the remaining portion in a manner  satisfactory to Owner, in Owner's  reasonable
judgment, then in any of such events this Agreement shall cease and terminate as
of the date of such taking or condemnation.

                                   ARTICLE 8

                                   ASSIGNMENT

     8.01. Sale/Assignment.

          8.01.01  Owner  Transfer.  Owner shall have no right to  Transfer  its
     interests  in this  Agreement  without  the prior  written  consent  of the
     Operators;  provided  that  Owner  may  terminate  this  Agreement  if  the
     Operators do not consent to any such Transfer.

          8.01.02  Operator  Transfer.  Neither Operator shall have the right to
     Transfer its interest in this Agreement  without the prior written  consent
     of Owner;  provided that either  Operator may assign this  agreement to any
     wholly-owned Subsidiary of Peninsula Gaming Partners, LLC.

     8.02.  Effect of  Assignment.  In the event the  necessary  consent  to any
assignment  of this  Agreement  is given by Owner or the  Operators,  no further
assignment  that is restricted by Section 8.01 shall be made without the express
written  consent of Owner or the Operators.  An assignment to which Owner or the
Operators has  expressly  consented in writing shall relieve the assignor of its
obligations  under this Agreement  after the effective  date of such  assignment
provided  that  the  assignee   specifically   assumes  all  of  the  assignor's
obligations  and  duties  recited  herein  after  the  effective  date  of  such
assignment pursuant to a written assignment.

                                   ARTICLE 9

                                  TERMINATION

     9.01.  Termination.  This Agreement  shall terminate upon the occurrence of
any of the following events:

     9.01.01  Expiration.  The  expiration  of the  stated  Term  including  any
extensions in accordance with the terms hereof;

                                       18

<page>

          9.01.02  Mutual  Agreement.  Agreement  by Owner and each  Operator in
     writing to terminate this Agreement;

          9.01.03 Owner Default.  At the sole discretion of the Operators,  upon
     (i) the failure by Owner to make any monetary payment required hereunder on
     or before the due date and such  failure  continues  for ten (10)  Business
     Days  after  receipt  by the  Operators  of a  written  notice  from  Owner
     specifying  such  failure  or (ii) the  failure  by Owner  to  perform  its
     material  obligations  in this  Agreement  and such  failure has a material
     adverse  effect on the financial  condition or results of operations of the
     Business and such failure  shall  continue for a period of thirty (30) days
     after  written  notice  thereof from the  Operators to Owner  specifying in
     reasonable detail the nature of such failure;

          9.01.04 Operator  Default.  At the sole discretion of Owner,  upon the
     failure by the Operators to perform their material obligations contained in
     this  Agreement  and such  failure  has a  material  adverse  effect on the
     financial  condition  or results of  operations  of the  Business  and such
     failure  shall  continue  for a period of thirty  (30) days  after  written
     notice thereof from Owner to the Operators  specifying in reasonable detail
     the  nature  of  such  failure,

          9.01.05  Operator  License.  At the sole  discretion of Owner,  if the
     Operators  shall  have  been  found  unsuitable  to  provide  the  services
     contemplated  by this Agreement by the Gaming  Authorities and no appeal or
     other remedy is available or undertaken; and

          9.01.06  Termination  Rights.  The  exercise of any other  termination
     right expressly granted under this Agreement pursuant to Section 7.01, 7.02
     or 8.01.

     9.02. Effect of Termination.  Upon termination of this Agreement,  all sums
owed by Owner to the Operators or by the Operators to Owner shall be paid within
thirty (30) days of the  termination  date. In the event of any  termination  of
this Agreement, Owner shall,  notwithstanding such termination, be liable to the
Operators  for the fees  earned  and  Reimbursables  incurred  by the  Operators
hereunder prior to such  termination as follows:  (i) unpaid accrued and payable
Management  Fees,  Pre-Opening  Services Fees  (including  that pro rata portion
thereof earned through the date of termination but for which payment was accrued
pursuant to Section 2.04) and Operator  Advances  (including  any unpaid accrued
interest  thereon),  if  any,  (ii)  the  present  value  (calculated  based  on
projections  at the time of  termination  and based on a discount rate of 8%) of
the projected  Management Fees remaining unpaid during the eight (8) year period
immediately  subsequent to the Opening Date,  (iii) all  Reimbursables  incurred
prior to  termination  hereunder,  plus  (iv) a  termination  fee  equal to $5.0
million plus an amount  computed like interest at the rate of eight percent (8%)
per  annum  (compounded  semi-annually  as of  June 30 and  December  31 of each
calendar  year) on such $5.0 million to the date of payment  thereof;  provided,
however, that the amounts specified in clause (ii) above shall not be payable if
the termination is made by Owner pursuant to Section  9.01.04 or 9.01.05.  Owner
shall pay the Operators the amounts owed the Operators  described in clauses (i)
through (iii) above through the date of termination,  after deducting  therefrom
any amounts owed by the  Operators  to Owner and not disputed by the  Operators,
within 10 days after such termination. Owner shall pay the Operators the amounts
owed the  Operators  described in clause (iv) above on the date that either OEDA
no longer  owns any equity  interests  of Owner or PGC no longer owns any equity
interests of OEDA.

                                       19

<page>

     9.03.  Operator  Responsibilities.  In the  event  of  termination  of this
Agreement,  the Operators will  relinquish  control of (i) all Bank Accounts and
(ii) all  funds  in or  accounts  in  Operator's  control  which  relate  to the
Business, subject to the Operators' rights set forth under Section 9.02.

     9.04. Survival.  Notwithstanding anything contained herein to the contrary,
the parties  acknowledge  that:  (i) the  provisions of Article 6, Section 9.02,
Section  9.03,  Section  9.05,  Section  10.02  and  Section  10.04 and (ii) the
obligations  of either party for all amounts due and payable from the  Operators
to Owner  or from  Owner to the  Operators  shall  survive  the  termination  or
expiration of this Agreement.

     9.05.  Proprietary  Information.  In  the  event  of  termination  of  this
Agreement,  the Operators will  relinquish to Owner all of the Books and Records
and the marketing,  credit and customer data  contained in operating  records of
the Business and which are  generated by the  Operators in  connection  with its
duties hereunder.  As of the termination of this Agreement,  the Operators shall
not have the right to copy such records prior to relinquishing control over them
to Owner, except as provided in Section 4.08. Upon termination of this Agreement
for  any  reason,  the  Operators'  marketing,  credit  and  customer  data  and
proprietary  computer  programs  generated prior to the date hereof shall remain
the sole property of the Operators,  and shall not be used or disclosed to other
Persons  by Owner or its  agents  or  Affiliates  provided  that the  Operators'
records  indicate  that such  information  and  programs  were  complied  and/or
developed  prior to the date hereof.  Owner and the Operators  acknowledge  that
pursuant to the sharing of information by and among Owner, the Operators and the
Operators'  respective  Affiliates,  Owner,  the  Operators  and the  Operators'
respective  Affiliates  will have  information  and copies of  records  from the
Business prior to  termination  and nothing herein shall prevent the use of such
information so obtained for the purposes  contemplated  hereunder and subject to
the limitations contained herein.

                                   ARTICLE 10

                               GENERAL PROVISIONS

     10.01.  Entire Agreement.  This Agreement embodies the entire agreement and
understanding  of Owner and the Operators  relating to the subject matter hereof
and supersedes all prior representations, agreements and understandings, oral or
written,  relating to such subject matter (other than the Operating Agreement of
Owner), including, without limitation, the Original MSA..

     10.02.  Confidentiality.  Both parties shall maintain  confidentiality with
respect to material  developments in the course of development of the Facilities
and  operation  of  the  Business,  subject  to  Governmental  Requirements  and
applicable Law. Except as required by any Law  (including,  without  limitation,
federal  securities  and stock  exchange or National  Association  of Securities
Dealers,  Inc.  requirements)  and  Gaming  Authorities,  material  confidential
information  shall be made  available  only to such of Owner's or the Operators'
employees  and  consultants  as are required to have access to the same in order
for the recipient party to adequately use such  information for the purposes for
which it was furnished.  Any Person to whom such  information is disclosed shall
be informed of its confidential nature and the party

                                       20

<page>

disclosing such information shall obtain a  confidentiality  agreement from such
Person  the  terms of which  shall be  consistent  with the  provisions  of this
Section 10.02.  Information provided by one party to the other shall be presumed
confidential  unless the  information  is (a)  published or in the public domain
other than as a result of any action by the recipient thereof,  (b) disclosed to
the  recipient  by a third party not known by the  recipient to be subject to an
agreement  of   confidentiality   or  (c)  presented  to  the  recipient   under
circumstances  which clearly and directly indicate the delivering party does not
intend such information to be confidential.

     10.03.  Approvals.  Any consent or approval referred to herein (by whatever
words used) of either party hereto shall not be unreasonably  withheld,  delayed
or conditioned,  except in those  situations in which this Agreement  explicitly
gives the party absolute or sole discretion to give or withhold such approval or
consent.  Except as otherwise expressly provided herein,  whenever any party has
called upon the other to execute and deliver a consent or approval in accordance
with  the  terms of this  Agreement,  the  failure  of such  party to  expressly
disapprove  within ten (10)  Business  Days after  written  request  therefor in
accordance with the terms of Article 3, or such other period as specifically set
forth herein is given, shall be deemed to be a consent or approval. In the event
that any party refuses to give its consent or approval to any request by another
party,  such refusing  party shall  indicate by written  notice to the other the
reason for such  refusal in  sufficient  detail  for the party  requesting  such
consent or approval to understand the exact basis for  withholding  such consent
or approval.

     10.04. Conflicts of Interest; Non-Compete.

          10.04.01 Conflicts of Interest. Owner acknowledges and agrees that the
     Operators  may  have  and  may  distribute  promotional  materials  for the
     Operators' Affiliates' facilities, including casinos, at the New Facilities
     if reciprocal  arrangements are made in favor of the Business at Operators'
     Affiliates' facilities.

          10.04.02  Covenant  Not to Compete of Owner;  Non-Solicitation.  Owner
     agrees that during the Term, except for the Facilities,  it will not either
     directly  or  indirectly:  (i) own,  manage  or  operate  a  casino  in any
     jurisdiction in which either Operator or any of their respective Affiliates
     own, manage or operate a casino or conduct other gaming activities,  now or
     in the future,  whether as a  proprietor,  partner,  stockholder,  advisor,
     consultant or in any other capacity,  or (ii) provide technical,  marketing
     or other  assistance to any casino or casino  operator in any  jurisdiction
     where either Operator or any of their respective  Affiliates own, manage or
     operate a casino or conduct  other gaming  activities.  Owner  acknowledges
     that the  foregoing  restriction  is  reasonable  in  scope,  duration  and
     geographic area and is properly required to protect the legitimate business
     needs of the Operators. Additionally, Owner agrees that during the Term and
     for a period of two (2) years thereafter, without the prior written consent
     of the Operators,  neither Owner nor any of its Affiliates shall,  directly
     or indirectly,  (i) in any manner induce or attempt to induce any employee,
     customer or supplier of the Business or any employee,  customer or supplier
     of either  Operator or any of their  respective  Affiliates with respect to
     any  gaming  operations  conducted  by them at such  time to leave or cease
     doing business with either Operator or any of their respective  Affiliates,
     as applicable,  or in any way interfere with the relationship  between them
     and either Operator or any of their respective  Affiliates,  as applicable,
     or (ii) hire or solicit for employment  any employee of either  Operator or
     any of their respective  Affiliates  (other than Owner) with respect to any
     gaming operations conducted by them; provided,

                                       21

<page>

     however,  that the  preceding  clause  (ii) shall not  prohibit  Owner from
     hiring (but not soliciting) any employee of either Operator or any of their
     respective Affiliates to the extent such employee is employed by Owner in a
     business  that is not,  directly or  indirectly,  in  competition  with any
     gaming  operations  then  conducted  by  either  Operator  or any of  their
     respective  Affiliates.  The term  "solicitation"  as used in the preceding
     sentence includes,  without  limitation,  offering any employee employed by
     either Operator or any of their respective Affiliates employment commencing
     after the  non-solicitation  period.  The  Operators  shall not solicit for
     employment  any  employee of the  Business for a period of six months after
     termination of this Agreement.

          10.04.03 Right of First Offer to Future Business. If, during the Term,
     Owner or its Affiliates constructs, develops or owns any casino, other than
     the  Business,  located in Louisiana  for which Owner or its  Affiliates is
     seeking to engage a third party to manage and operate  such  casino,  Owner
     shall  offer to the  Operators a right of first offer to manage and operate
     such casino. Owner shall provide to the Operators written notice of Owner's
     or its Affiliates'  intent to construct,  develop or own such casino.  Upon
     the  Operators'  receipt of such written  notice,  Owner and the  Operators
     shall, for a period of ninety (90) days,  commence good faith  negotiations
     and enter into a management services agreement for the Operators management
     of such casino on terms and conditions  similar to those  contained in this
     Agreement and acceptable to Owner and the Operators.  If: (i) Owner and the
     Operators,  each acting in good faith, do not execute a management services
     agreement  for such  casino  within the ninety (90) day period and (2) such
     90-day period is not extended, in writing, by Owner and the Operators, then
     Owner  shall have the right to enter into  negotiations  with and execute a
     management  services  agreement for such casino with casino operators other
     than the Operators.

     10.05. Best Evidence and Counterparts.  This Agreement shall be executed in
original and photostatic copies and each copy bearing original signatures of the
parties  hereto  in ink  shall be  deemed an  original.  This  Agreement  may be
executed  in several  counterparts  and all so  executed  shall  constitute  one
agreement,  binding  on all  parties  hereto,  notwithstanding  that  all of the
parties are not signatory to the same counterpart.

     10.06.  Amendment or  Modification.  This  Agreement  may not be amended or
modified except by a writing signed by all parties hereto.

     10.07.  Governing  Law. This  Agreement  shall be governed by and construed
under  the laws of the  State of New  York.  This  Agreement  shall be deemed to
contain all  provisions  required by Gaming Laws and is subject to any approvals
required under the Gaming Laws. To the extent any provision in this Agreement is
inconsistent  with the Gaming  Laws,  the Gaming Laws shall  govern.  Should any
provision  of  this  Agreement  require  judicial  interpretation  or as to  any
arbitration  under this  Agreement,  it is agreed that the court or  arbitrators
interpreting or considering  such provision shall not apply the presumption that
the terms hereof shall be more strictly  construed  against a party by reason of
the rule or conclusion that a document should be construed more strictly against
the party who itself or through its agent  prepared  the same.  It is agreed and
stipulated that all parties hereto have participated  equally in the preparation
of this  Agreement and that legal counsel was consulted by each party before the
execution of this Agreement.

                                       22

<page>

     10.08.  Interpretation.   The  preamble  recitals  of  this  Agreement  are
incorporated  into and made a part of this  Agreement;  titles of  Sections  and
Articles are for  convenience  only and are not to be  considered a part of this
Agreement.  All references to years shall mean a year commencing as of the first
day of January of each year.  All  references to the singular  shall include the
plural  and all  references  to gender  shall,  as  appropriate,  include  other
genders.

     10.09.  Severability.  Except as expressly provided to the contrary herein,
each  section,  part,  term or provision of this  Agreement  shall be considered
severable,  and if for any reason any section, part, term or provision herein is
determined  to be invalid and  contrary to or in conflict  with any  existing or
future  law or  regulation  by a  court  or  governmental  agency  having  valid
jurisdiction,  such determination  shall not impair the operation of or have any
other effect on other sections,  parts, terms or provisions of this Agreement as
may otherwise remain enforceable and intelligible, and the latter shall continue
to be given  full  force and  effect and bind the  parties  hereto  unless  such
survival  vitiates the intent of the parties hereto,  and said invalid sections,
parts,  terms or provisions  shall not be deemed to be a part of this Agreement.
If any provisions are void or unenforceable if enforced to their maximum extent,
the  provisions  in  question  shall be  enforced  to the  maximum  extent  such
provisions are enforceable.

     10.10.  Force  Majeure.  The  provisions  of this  Section  10.10  shall be
applicable if there shall occur during the Term any strike, boycott,  lockout or
other labor  trouble;  storm,  fire,  earthquake or Act of God; any riot,  civil
disturbance,  or any act of war, terrorism or of the public enemy; the shortage,
unavailability  or  disruption in the supply of labor,  materials,  fuels or the
disruption of postal, electrical, telephone or other utility service; any future
governmental law, ordinance, order rule or regulation; delay attributable to the
failure to obtain any Operating  Permit or any Approval for reasons that are not
the fault of or beyond the reasonable  control of the party  obligated to obtain
such Permit or Approval or any other cause or contingency  beyond the respective
parties'  control,  but only  during  such time as such party is unable due to a
specified reason herein to perform its obligations  hereunder.  If the Operators
or Owner  shall,  as the result of any of the  above-described  events,  fail to
timely perform any of its obligations  under this Agreement,  then, upon written
notice to the other  within five (5) Business  Days of such event,  such failure
shall be excused  and not be a breach of this  Agreement  by the party  claiming
Force Majeure, but only to the extent occasioned by such event.  Notwithstanding
anything contained herein to the contrary,  the provisions of this Section 10.10
shall not be  applicable  to the  Operators'  or Owner's  obligation to make any
payments to the other pursuant to the terms of this  Agreement.

     10.11. Waiver. None of the terms of this Agreement,  including this Section
10.11, or any term, right or remedy hereunder shall be deemed waived unless such
waiver is in writing and signed by the party to be charged  therewith  and in no
event by reason of any  failure to assert or delay in  asserting  any such term,
right or remedy or similar term, right or remedy hereunder.

     10.12.  Definitions.  All  capitalized  terms  referenced  or  used in this
Agreement and not  specifically  defined herein shall have the meaning set forth
on  Exhibit  "A",  which is  attached  hereto  and  incorporated  herein by this
reference.

     10.13. Governing Document.  This Agreement shall govern in the event of any
inconsistency between this Agreement and any of the Exhibits attached hereto.

                                       23

<page>

     10.14.  Inspection of Facilities.  Owner shall have the right,  at any time
during the Term, to enter upon the Facilities or any portion thereof, to inspect
same.

      10.15.   Third-Party   Beneficiaries.   There  shall  be  no   third-party
beneficiaries with respect to this Agreement.

     10.16. Regulatory  Information.  Owner and the Operators shall each provide
to the other  parties all  information  pertaining to this  arrangement  and the
Business and as to their ownership structure,  corporate structure, officers and
directors,   stockholders'  and  partners'  identity,  financing,  transfers  of
interest,   etc.,  as  shall  be  required  by  any  regulatory  authority  with
jurisdiction over the other or with respect to any federal or state security law
requirement.

     10.17.  Successors and Assigns.  This Agreement and the rights of Owner and
the Operators evidenced hereby shall inure to the benefit of and be binding upon
the  successors  and, to the extent  permitted  hereunder,  assigns of Owner and
either Operator.

     10.18.  Dispute  Resolution.  The  parties  hereto  hereby  agree  that any
controversy,  dispute or claim  arising out of or relating to this  Agreement or
any breach of this Agreement  shall be resolved in accordance with the terms and
provisions of this Section 10.18.

          (a) Agreement to Negotiate. Before submitting any controversy, dispute
     or claim arising out of or relating to this Agreement or any breach of this
     Agreement to arbitration, the following procedures shall be followed:

          i.   Theparty  desiring  to submit  any such  controversy,  dispute or
               claim to arbitration ("Claimant") first shall give written notice
               thereof to the other party ("Recipient")  setting forth in detail
               the   pertinent   facts  and   circumstances   relating  to  such
               controversy, dispute or claim;

          ii.  Recipient  shall have a period of  fifteen  (15) days in which to
               consider the controversy, dispute or claim that is the subject of
               the  notice  and to  furnish  in  writing  to  Claimant a written
               statement of Recipient's position with respect thereto;


          iii. Within  seven  (7)  days of  Claimant's  receipt  of  Recipient's
               written  statement,  Claimant  and  Recipient  shall  meet with a
               mediator,  whose  identity  shall  be  mutually  agreed  upon  by
               Claimant  and  Recipient,  in an effort to resolve  amicably  any
               difference  that may exist  between the  respective  positions of
               Claimant and Recipient,  and, if such resolution is not achieved,
               either or both of Claimant and Recipient  shall have the right to
               submit the matter to arbitration.

          (b)  Procedure  for  Arbitration.  Any  controversy,  dispute or claim
     arising  out of or  relating  to  this  Agreement  or any  breach  of  this
     Agreement,  including  any  dispute  concerning  the  termination  of  this
     Agreement,  that has not been resolved in accordance with Section  10.18(a)
     shall be settled by arbitration in Denver,  Colorado in accordance with the
     commercial  arbitration rules of the American Arbitration  Association then
     existing.   In  arbitration,   this  Agreement  (including  this  provision
     providing for arbitration in the event of any

                                       24

<page>

controversy,  dispute or claim  arising out of or relating to this  Agreement or
any breach of this  Agreement  that has not been  resolved  in  accordance  with
Section  10.18(a))  shall be specifically  enforceable.  Judgment upon any award
rendered by an arbitrator may be entered in any court having  jurisdiction.  The
prevailing  party to an  arbitration  proceeding  commenced  hereunder  shall be
entitled as a part of the arbitration award to the costs and expenses (including
reasonable  attorneys'  fees)  of  investigating,   preparing  and  pursuing  an
arbitration claim as such costs and expenses are awarded by the arbitrator.

     10.19.  Operators;  Generally.  The parties hereto hereby  acknowledge  and
agree that any and all  obligations or rights of the Operators  hereunder may be
fulfilled or exercised by either Operator, and that upon any such fulfillment or
exercise by either Operator,  such obligation or right of each Operator shall be
deemed fulfilled or exercised by both Operators.

     10.20.  Effect of Amendment and  Restatement;  Waiver.  The parties  hereto
hereby  acknowledge  and agree that the  provisions of this  Agreement  shall be
deemed  effective  as of February  15,  2002,  the date of the  Original MSA and
hereby  waive any breach or default by the other  party  hereto  that shall have
occurred on or prior to the date hereof.


                     *        *        *        *        *


                                       25

<page>

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Agreement as of the day and year first above written.


                                                OWNER:

                                                THE OLD EVANGELINE DOWNS, L.L.C.

                                                      /s/ MICHAEL S. LUZICH
                                                --------------------------------
                                                By:       Michael S. Luzich
                                                Its:         President


                                                OPERATORS:

                                                PENINSULA GAMING COMPANY, LLC

                                                      /s/ MICHAEL S. LUZICH
                                                --------------------------------
                                                By:       Michael S. Luzich
                                                Its:         President


                                                OED ACQUISITION, LLC

                                                      /s/ MICHAEL S. LUZICH
                                                --------------------------------
                                                By:       Michael S. Luzich
                                                Its:         President

                                       26

<page>
                                  EXHIBIT "A"

                                  Definitions

     All  capitalized  terms  referenced  or  used  in  the  Agreement  and  not
specifically  defined  therein  shall have the  meaning  set forth below in this
"Exhibit A". The article,  section and paragraph and exhibit  references  herein
refer to the Articles, Sections and Exhibits in and to the Agreement.

     Affiliate.  The term  "Affiliate"  shall  mean a Person  that  directly  or
indirectly,  or through one or more intermediaries,  Controls, is Controlled by,
or is under common  Control with the Person in question and any  stockholder  or
partner of any Person  referred  to in the  preceding  clause  owning  more than
twenty-five  percent  (25%)  or more of (i)  such  Person  if such  Person  is a
publicly traded  corporation or (ii) an ownership or beneficial  interest in any
other Person.

     Agreement.  The term  "Agreement"  shall have the  meaning set forth in the
preamble.

     Annual  Plan.  The term  "Annual  Plan" shall have the meaning set forth in
Section 4.14.

     Approval.  The term  Approval  means any license  (including  the License),
finding of suitability,  qualification, approval or permit by or from any Gaming
Authority.

     Auditors.  The term  "Auditors"  shall  mean  one of the  five (5)  largest
independent  certified public  accounting firms in the United States at the time
of their  appointment  selected by Owner to prepare the audited annual Financial
Statements unless otherwise agreed by Owner and the Operators.

     Bank Accounts. The term "Bank Accounts" shall have the meaning set forth in
Section 4.11.

     Basic  Management  Fee.  The term  "Basic  Management  Fee"  shall have the
meaning set forth in Section 5.02.

     Books and Records.  The term "Books and Records" shall have the meaning set
forth in Section 4.08.

     Budget.  The term "Budget" means any budget  contemplated  by the Agreement
that has been  approved  by Owner  or has been  arbitrated  as set  forth in the
Agreement.

     Business.  The term  "Business"  shall mean the conduct of all operation at
the  Facilities,  including  Gaming  Activities,  food  service,  entertainment,
parking activities and all racetrack activities.

     Business  Days.  The term  "Business  Days" shall mean all weekdays  except
those  that  are  official  holidays  of the  State  of  Louisiana  or the  U.S.
government. Unless specifically stated as "Business Days," a reference to "days"
means calendar days.

                                      A-1

<page>

     Cash Collateral and Disbursement  Agreement.  The term "Cash Collateral and
Disbursement Agreement" shall mean that certain Cash Collateral and Disbursement
Agreement,  dated as of February,  2003,  among Owner,  The Old Evangeline Downs
Capital Corp.,  U.S. Bank National  Association  and Abacus Project  Management,
Inc.

     Claim. The term "Claim" shall mean any allegation, claim, civil or criminal
action, proceeding, charge or prosecution which may be alleged, made, instituted
or maintained against Operator,  Owner, or their respective Indemnified Persons,
jointly and severally,  or  individually,  as the case may be, arising out of or
based  upon  the  ownership,  condition  or  use of the  New  Facilities  or the
operation or management of the Business,  including, without limitation,  injury
to  person(s)  and  damage  to  property  or  business  by  reason  of any cause
whatsoever in and about the New Facilities or elsewhere,  and any requirement or
award  relating  to course  of  employment,  working  conditions,  wages  and/or
compensation of employees or former  employees at the New  Facilities.

     Control. The term "Control" (including derivations such as "Controlled" and
"Controlling")  means with respect to a Person, the ownership of more than fifty
percent (50%) or more of the beneficial interest or voting power of such Person.

     Debt  Service.  The term  "Debt  Service"  shall mean  payments  (including
without limitation,  principal, interest and expense reimbursement) with respect
to (i)  capitalized  leases,  as defined in accordance  with Generally  Accepted
Accounting  Principles,  and (ii) all third party  borrowed funds related to the
Business.

     EBITDA.  The term "EBITDA"  shall mean the earnings of the Business  before
interest, income taxes, depreciation and amortization;  provided,  however, that
in calculating earnings hereunder,  Management Fees payable under this Agreement
shall not be deducted.

     Employee.  The term "Employee"  shall mean any employee of Owner engaged by
the Operators to work in or about the Facilities in connection  with the conduct
of the Business.

     Environmental Requirements. The term "Environmental Requirements" means all
applicable present and future statues,  regulations,  rules, ordinances,  codes,
licenses,  permits,  orders,  approvals,  plans,  authorizations,   concessions,
franchises  and  similar  items,  of  all  governmental  agencies,  departments,
commissions,  boards, bureaus, or instrumentalities of the United States, states
and political subdivisions thereof and all applicable judicial,  administrative,
and regulatory decrees, judgments and orders relating to the protection of human
health or the environment,  including without limitation:  (i) all requirements,
including  but  not  limited  to  those  pertaining  to  reporting,   licensing,
permitting,  investigation and remediation of emissions, discharges, releases or
threatened releases of Hazardous  Materials,  chemical  substances,  pollutants,
contaminants  or hazardous  or toxic  substances,  materials  or wastes  whether
solid, liquid or gaseous in nature, into the air, surface water,  groundwater or
land, or relating to the manufacture,  processing, distribution, use, treatment,
storage,  disposal,  transport or handling of chemical  substances,  pollutants,
contaminants  or hazardous  or toxic  substances,  materials or wastes,  whether
solid, liquid or gaseous in nature; and (ii) all requirements  pertaining to the
protection of the health and safety of employees or the public.

                                       A-2

<page>

     Existing Racetrack.  The term "Existing  Racetrack" shall mean the existing
racetrack and related  facilities  located in Lafayette,  Louisiana and owned by
Owner.

     Facilities. The term "Facilities" shall mean the Existing Racetrack and the
New Facilities.

     FF&E. The term "FF&E" shall mean all furniture, furnishings, equipment, and
fixtures,  including gaming equipment,  computers,  housekeeping and maintenance
equipment, and other items necessary or appropriate to operate the Facilities.

     Financial Statements.  The term "Financial Statements" shall mean an income
statement,  balance sheet and a sources and uses of cash statement, all prepared
in conformity  with  Generally  Accepted  Accounting  Principles  and on a basis
consistent in all material respects with that of the preceding period (except as
to those changes or exceptions disclosed in such Financial Statements).

     Fiscal Quarter.  The term "Fiscal Quarter" shall mean the four (4) quarters
corresponding  to the Fiscal Year  commencing  on January 1, April 1, July 1 and
October 1 of each Fiscal Year.  In the event the Business  opens on a date other
than the first day of a Fiscal Quarter, "Fiscal Quarter" also shall refer to the
period commencing on the Opening Date and ending on the last day of the calendar
quarter  (e.g.,  March 31, June 30,  September  30 or December  31) in which the
Opening Date occurs.

     Fiscal  Year.  The term  "Fiscal  Year" shall mean a period  beginning  and
ending on January 1 and December 31, respectively. In the event the Opening Date
occurs on a date other than the first day of a Fiscal Year,  "Fiscal Year" shall
also refer to the period  commencing  on the Opening Date and ending on the last
day of the calendar  year in which the Opening  Date  occurs.  In the event this
Agreement  terminates on a date other than the last day of a calendar  year, the
term  "Fiscal  Year"  shall  include the period from the first day of the Fiscal
Year during which this  Agreement  terminates  to and including the date of such
termination.

     Force Majeure. The term "Force Majeure" shall have the meaning set forth in
Section 10.10.

     Gaming   Activities.   The  term   "Gaming   Activities"   shall  mean  the
coin-operated  machines and other casino-type  games' conducted by the Operators
at the New Facilities.

     Gaming Authorities. The term "Gaming Authorities" or "Authority" shall mean
all agencies,  authorities and  instrumentalities  of any state, nation or other
governmental  entity, or any subdivision  thereof,  regulating gaming or related
activities in the United States and having  jurisdiction over the New Facilities
or the Business.

     Gaming  Laws.  The term "Gaming  Laws" shall mean any  statute,  ordinance,
promulgation,  law, rule, regulation, code, judicial or administrative precedent
or order of any  court or other  body of the  State of  Louisiana  or  agency or
subdivision thereof which regulates the conduct of the Gaming Activities.

                                       A-3

<page>

     Generally  Accepted  Accounting  Principles.  The term "Generally  Accepted
Accounting  Principles" shall mean generally accepted  accounting  principles as
established  from time to time by the American  Institute  of  Certified  Public
Accountants.

     Governmental   Authorities.   The  term   "Governmental   Authorities"   or
"Authority"  means  the  United  States,  the  State of  Louisiana  or any other
political  subdivision  in which the  Facilities  are located,  and any court or
political subdivision,  agency, commission,  board or instrumentality or officer
thereof,  whether federal,  state, or local,  having or exercising  jurisdiction
over Owner, the Operators or the Facilities,  including without limitation,  any
Gaming Authority.

     Governmental Requirements.  The term "Governmental  Requirements" means all
Laws and agreements with any  Governmental  Authority that are applicable to the
acquisition,  development,  construction  and/or renovation of the Facilities or
the management or operation of the Facilities or the business  including without
limitation,  all Required  Contracts,  Approvals  and any rules,  guidelines  or
restrictions created or imposed by Governmental Authorities.

     Gross Revenue.  The term "Gross  Revenue" means all of the revenue from the
operation  of the  Business  computed  on an  accrual  basis  from all  business
conducted  upon,  related to or from the Business in accordance  with  Generally
Accepted  Accounting  Principles and shall include but not be limited to (i) the
net win from gaming activities (which is the difference  between gaming wins and
losses),  and (ii) the  amount of all sales of food,  beverages,  goods,  wares,
services, or merchandise at or from the Facilities, less (a) fifty percent (50%)
of any complimentaries and (b) deposits made in respect of progressive and other
similar  games  except to the extent such  deposits  are  allocable to expenses.
Gross Revenue shall not include:

          (a)  Any gratuities,  or service charges added to a customer's bill or
               statement  in  lieu  of  gratuities,  which  are  payable  to New
               Facilities employees;

          (b)  An amount  equal to all  credits  or refunds  made to  customers,
               guests or patrons;

          (c)  All sums and credits received in settlement of claims for loss or
               damage of FF&E or to the physical plant of the Facilities, to the
               extent such sums and  credits are in excess of the actual  amount
               spent or owed to remediate such loss or damage;

          (d)  All sales taxes,  excise taxes,  gross receipt  taxes,  admission
               taxes,  entertainment  taxes,  tourist taxes or charges collected
               from casino customers or collected by tenants or  concessionaires
               of Owner at the Facilities;

          (e)  Any and all income  from the sale of FF&E  outside  the  ordinary
               course of business;

          (f)  Any  uninsured  compensation  payments for claims  against  third
               parties  arising out of or during the course of the  operation of
               the Facilities (net of actual damages incurred);

                                      A-4

<page>

          (g)  Income and revenue of tenants,  licensees and  concessionaires of
               the  Operators or Owner from the  Facilities or any part thereof;
               provided, however, that all fees, rents, commissions, percentages
               or  other  payments   received  from  any  tenant,   licensee  or
               concessionaire shall be included in Gross Revenue;

          (h)  Proceeds of financing, refinancing or sale of all or a portion of
               the business or the Facilities or any personal property contained
               therein outside the ordinary course of business;

          (i)  Proceeds  paid as a result of an insurable  loss (unless paid for
               the loss or interruption of business and representing payment for
               damage for loss of income  and  profits  of the  Business)  after
               deducting any expenses of adjustment and collection;

          (j)  Operator  Advances and any funds advanced or investments  made by
               the Operators;

          (k)  Proceeds of condemnation  and eminent domain awards,  net of fees
               and expenses thereunder; and

          (l)  Interest.

     Hazardous Material. The term "Hazardous Material" means any substance:  (i)
the presence of which requires  investigation or remediation  under any federal,
state or local statute,  regulation,  ordinance, order, action, policy or common
law;  or (ii) which is or becomes  defined as a  "hazardous  waste,"  "hazardous
substance," pollutant or contaminant under any federal,  state or local statute,
regulation,  rule or  ordinance or  amendments  thereto,  including  without the
Comprehensive Environmental Response,  Compensation and Liability Act (42 U.S.C.
Section  9601 et seq.),  and/or the Resource  Conservation  and Recovery Act (42
U.S.C.  Section 6901 et seq.);  or (iii) which is toxic,  explosive,  corrosive,
flammable,  infectious,  radioactive,   carcinogenic,   mutagenic  or  otherwise
hazardous and is or becomes  regulated by any  governmental  authority,  agency,
department,  commission,  board, agency or instrumentality of the United States,
the  State  of  Louisiana  or any  political  subdivision  thereof;  or (iv) the
presence  of which on or about the  Facilities  causes or  threatens  to cause a
nuisance upon the Facilities or to adjacent  properties or poses or threatens to
pose a hazard to the health or safety of persons on or about the Facilities;  or
(v) the presence of which on adjacent  properties could constitute a trespass by
Owner or Operator;  or (vi) without limitation which contains  gasoline,  diesel
fuel or other petroleum  hydrocarbons,  or any "regulated  substance" as defined
under the Underground  Storage Tank  Regulations,  40 C.F.R.  Section 280.12; or
(vii) without  limitation  which  contains  polychlorinated  bipheynols  (PCBs),
asbestos or urea formaldehyde foam insulation.

     Incentive Fee. The term "Incentive Fee" shall have the meaning set forth in
Section 5.03.

     Indemnified Person. The term "Indemnified  Person" means as to either Owner
or the Operators  indemnified under Section 6.01 or Section 6.02,  respectively,
such party and any

                                      A-5

<page>

Affiliate  of  such  party,  and  any  agents,  attorneys,   officers,  members,
directors,  stockholders,  consultants  or  employees  of  such  party  or  such
Affiliate,  and each person,  if any, who controls such party within the meaning
of Section 15 of the  Securities  Act of 1933, as amended,  or Section 20 of the
Securities Exchange Act of 1934.

     Jefferies  Financing.   The  term  "Jefferies  Financing"  shall  mean  the
securities  to be placed  by  Jefferies  &  Company,  Inc.  for the  purpose  of
developing the New Facilities.

     Law.  The term  "Law"  means any  statute,  ordinance,  promulgation,  law,
treaty,  rule,  regulation,  code, judicial or administrative  precedent,  code,
order, judgment,  writ,  injunction,  decree, or award of any court or any other
Governmental Authority, as well as the orders or requirements of any local board
of fire underwriters or any other body which may exercise similar functions.

     Lender. The term "Lender" shall mean any Person that has extended credit to
Owner secured by, among other things,  a mortgage  encumbering  the  Facilities.

     Loan  Documents.  The term  "Loan  Documents"  means  all of the  documents
evidencing,  securing and relating to any indebtedness owing by owner to Lender,
including without limitation, all promissory notes, loan agreements,  mortgages,
pledges, assignments, certificates, indemnities and other agreements.

     Management Fees. The term "Management Fees" shall mean the Basic Management
Fee and the Incentive Fee and the Reimbursables.

     Material Adverse Effect.  The term "Material Adverse Effect" shall mean any
event,  condition or occurrence  reasonably  expected to have a material adverse
effect on (i) the  condition  (financial  or  otherwise),  prospects,  assets or
properties of the Business,  including the suspension of or material  limitation
on the operation thereof or (ii) this Agreement or the ability of the parties to
consummate the transactions contemplated hereby.

     Net Revenue.  The term "Net Revenue" shall mean the difference of (i) Gross
Revenue,  minus  (ii)  promotional  expenses  incurred  in  connection  with the
operation of the Business.

     New  Facilities.  The term  "New  Facilities"  shall  mean  the  facilities
comprised of: (a) an approximately  150,000 square foot building to be developed
on the Site,  containing  a casino  and  grandstand,  (b) a  horsetrack  and (c)
related amenities to the foregoing.

     Opening  Date.  The  term  "Opening  Date"  shall  mean  the  first  date a
revenue-paying  customer is admitted to the New  Facilities  to  participate  in
Gaming Activities.

     Operating  Expenses.   The  term  "Operating  Expenses"  shall  mean  those
necessary or reasonable operating expenses, including without limitation, gaming
and other taxes and governmental charges,  costs of Operating Supplies,  payroll
and benefits, marketing,  administration,  maintenance, energy and all costs and
expenses of licensing Owner's or the Operators' employees, incurred on behalf of
Owner after the Opening  Date in  connection  with  conducting  the Business and
operating  the  Facilities,  computed  on an  accrual  basis,  deductible  under
Generally Accepted Accounting  Principles in determining  "Operating Income" (as
defined

                                      A-6

<page>

in casino industry  practice) for purpose of preparing a statement of operations
for the  Business;  provided,  however,  Operating  Expenses  shall not  include
depreciation or amortization  with respect to the Facilities or the FF&E or Debt
Service.

     Operating  Permits.  The  term  "Operating  Permits"  shall  mean  Operator
Operating Permits and Owner Operating Permits.

     Operating  Supplies.  The  term  "Operating  Supplies"  shall  mean  gaming
supplies, paper supplies, cleaning materials, food and beverage, fuel, marketing
materials,  maintenance supplies, linen, china, glassware,  silverware,  kitchen
utensils,  uniforms and all other consumable  supplies and materials used in the
operation of the Facilities.

     Operator Advances.  The term "Operator Advances" shall have the meaning set
forth in Section 2.03.02.

     Operator  Operating  Permits.  The term "Operator  Operating Permits" shall
mean all licenses,  permits,  approvals,  consents and authorizations  which the
Operators are required to obtain from any Governmental  Authority to perform and
carry out their  obligations  under this  Agreement,  including  any  permits or
licenses the Operators are required by Law to obtain specifically related to the
operation of a casino gaming operation.

     Operators.  The term  "Operators"  shall have the  meaning set forth in the
preamble.

     Original MSA. The term  "Original  MSA" shall have the meaning set forth in
the preamble.

     Owner.  The term "Owner"  shall have the meaning set forth in the preamble.
Owner  Operating  Permits.  The term "Owner  Operating  Permits"  shall mean all
licenses,  permits,  approvals,  consents and  authorizations  from Governmental
Authorities  that are  necessary  to own,  open and  occupy the  Facilities  and
operate the Business, including any permits or licenses Owner is required by Law
to obtain and have in effect  specifically  related to the  operation  of casino
gaming facilities with respect thereto.

     Owner's Financial  Obligations.  The term "Owner's  Financial  Obligations"
shall have the meaning set forth in Section 4.12(a).

     Person.   The  term  "Person"  shall  mean  any  individual,   partnership,
corporation,  association  or other  entity,  including  but not limited to, any
government  or  agency  or  subdivision  thereof,  and  the  heirs,   executors,
administrators,  legal  representatives,  successors  and assigns of such Person
where the context so admits.

     Pre-Opening  Expenses.  The  term  "Pre-Opening  Expenses"  shall  have the
meaning set forth in Section 2.03.01.

     Pre-Opening  Services.  The  term  "Pre-Opening  Services"  shall  have the
meaning set forth in Section 2.02.

                                      A-7

<page>

     Reimbursables.  The term "Reimbursables"  shall mean all (i) reasonable and
documented out-of-pocket developmental, legal, licensure and other out-of-pocket
costs and expenses  incurred by either Operator under this  Agreement,  and (ii)
all reasonable and documented out-of-pocket tax preparation,  accounting,  legal
and  administrative  fees and expenses incurred by either Operator in connection
with its direct or indirect ownership of Owner.

     Related Contracts.  The term "Related Contracts" shall mean any agreements,
contractual  arrangements  or Loan  Documents  between Owner and any Person that
relate to the Facilities or the Business.

     Target Date.  The term "Target Date" shall mean the earlier to occur of (y)
the first date on which the casino to be developed at the New  Facilities  shall
be Operating (as such term is defined in the Cash  Collateral  and  Disbursement
Agreement),  and (z) the  Operating  Deadline  applicable to the casino (as such
term is defined in the Cash Collateral and  Disbursement  Agreement).

     Site.  The  term  "Site"  shall  mean  that  certain  feehold  interest  of
approximately  500 acres located on the north side of Route 31, southeast of the
intersection  of  Highway  190  and  Interstate  49 in the  town  of  Opelousas,
Louisiana, as set forth on Exhibit B.

     Pre-Opening  Services Fee. The term  "Pre-Opening  Services Fee" shall have
the meaning set forth in Section 2.04.

     Term.  The term "Term"  shall have the  meaning set forth in Section  1.01.

     Transfer.  The term "Transfer" shall mean any sale, transfer, or assignment
of an interest in the Business, made directly or indirectly.


                                      A-8


</TEXT>
</DOCUMENT>
