LAKES ENTERTAINMENT INC
TRIBAL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.118
<SEQUENCE>53
<FILENAME>c92713exv10w118.txt
<DESCRIPTION>TRIBAL AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit 10.118

                                TRIBAL AGREEMENT
                        (LAKES MANAGEMENT - LUCKY EAGLE)

     THIS TRIBAL AGREEMENT (hereinafter referred to as the "Agreement") is made
as of January 19, 2005 ("Effective Date") by and among the Kickapoo Traditional
Tribe of Texas ("Kickapoo Tribe"), a federally recognized Indian tribe, and
Lakes Kickapoo Management, LLC, a Minnesota limited liability company ("Lakes
Management").

                                    RECITALS

     A. The Kickapoo Tribe is a federally recognized Indian tribe eligible for
the special programs and services provided by the United States to Indian
tribes, and is recognized as possessing and exercising powers of
self-government. The Kickapoo Tribe has established KTTT Enterprises
("Kickapoo"), a wholly-owned subsidiary of and a governmental instrument of the
Kickapoo Tribe, as the legal entity which will own and operate the gaming
projects which are to be developed by the Kickapoo Tribe.

     B. Lakes Management has entered into a Management Agreement with Kickapoo
dated January 19, 2005 (as amended from time to time, the "Management
Contract"), pursuant to which Lakes Management is to provide certain management
services to Kickapoo with respect to the Kickapoo Lucky Eagle Casino and related
ancillary facilities owned by Kickapoo on behalf of the Kickapoo Tribe as
described with specificity therein.

     C. Pursuant to the terms of the Management Contract, the Kickapoo Tribe is
required to execute and deliver this Agreement to induce Lakes Management to
enter into the Management Contract together with certain additional documents
and agreements referred to therein or related thereto.

     D. The Kickapoo Tribe and Lakes Management intend that this Agreement shall
be operative and binding upon the date of execution by the parties (the
"Effective Date"); and shall supersede and replace the parties prior Tribal
Agreement dated December 29, 2004 relating to the Project Facilities and the
Management Contract.

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


                                      -1-

<PAGE>

                                    ARTICLE 1

                                   DEFINITIONS

     Except as otherwise defined below or in the recitals to this Agreement,
terms used in this Agreement shall have the meanings set forth in the Management
Contract and/or the other documents and agreements executed by Kickapoo with
respect thereto:

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

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

     "Kickapoo Entities" means individually and collectively, each of Kickapoo
and the Kickapoo Tribe.

     "Transaction Documents" means individually and collectively, this Agreement
and each of the Management Contract, the Operating Note, the security
agreements, dominion account agreements, mortgages, resolutions of limited
waiver and each other document or instrument now or hereafter executed by the
Kickapoo Tribe in favor of Lakes Management or its respective Affiliates and
related thereto or hereto or any Gaming Projects.

                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1 Representations and Warranties. The Kickapoo Tribe represents
and warrants to Lakes Management that:

     (a)  Organization. Kickapoo is a wholly-owned and duly organized subsidiary
          of and a duly organized governmental instrument of the KickapooTribe,
          and the Kickapoo Tribe is a federally recognized Indian tribe eligible
          to conduct gaming within the meaning of IGRA.

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


                                      -2-

<PAGE>

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

     (d)  Gaming Facility Site. The Gaming Facility Site for the Project
          constitutes "Indian lands" upon which the Kickapoo Tribe may legally
          conduct gaming under IGRA.

     (e)  Gaming Permitted. The Kickapoo Tribe is legally permitted to conduct
          Class II Gaming (and Class III Gaming in the event of a Compact)
          activities in the State under all Legal Requirements,

     (f)  Gaming Rights. Once signed by the Kickapoo Tribe and the State and
          approved and published by the United States Secretary of the Interior,
          the Compact will be in effect and will be a valid and binding
          obligation of the Kickapoo Tribe. Kickapoo will then have the right to
          engage in Class III Gaming at the Gaming Facility to be operated by
          Kickapoo to the extent set forth in the Compact.

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

     (h)  No Material Negative Obligations. There are no outstanding obligations
          owing by Kickapoo or the Kickapoo Tribe or affecting the Gaming
          Facility Site or the Project and the Project Facilities, whether
          arising from contracts, instruments, orders, judgments, decrees or
          otherwise, that are likely to materially and adversely affect the
          Project Facilities or the obligations or rights of Lakes Management
          under any of the Transaction Documents to which it is a party.

     (i)  No Violation or Conflict. The execution, delivery and performance by
          the applicable Kickapoo Entity of each Transaction Documents that such
          Kickapoo Entity is party to does not violate any Legal Requirements
          nor conflict with or result in any breach of any provision of, or
          constitute a default under, or result in the imposition of any lien or
          charge upon any asset of any Kickapoo Entity, including without
          limitation the Project or the Project Facilities, or result in the
          acceleration of any obligation of any Kickapoo Entity under the terms
          of any agreement or document binding upon such party, other than a
          conflict, breach, default or imposition as shall not materially
          adversely affect the Project or the obligations or rights of Lakes
          Management under any of the Transaction Documents to which it is a
          party.


                                      -3-

<PAGE>

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

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

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

     (m)  No Tribal Tax. Neither the Project, Project Facilities nor the
          transaction(s) between the parties contemplated by the Transaction
          Document are now, or at any time during the term of this Agreement
          will be, subject to any tribal tax of any sort other than (i)
          reasonable pass-through taxes on Project Facilities patrons which are
          consistent with gaming resort industry practices, and (ii) license or
          other fees for background investigations performed by the Gaming
          Commission of "key employees" and "primary management officials" of
          the Gaming Facility, as defined in 25 C.F.R. Section 502.14 and 25
          C.F.R. Section 502.19, and reasonable and customary regulatory fees
          imposed on the Gaming Facility by the Gaming Commission (which amounts
          shall be subject to an annually approved budget submitted by the
          Gaming Commission).

     (n)  Gaming Project Ownership. Except as otherwise expressly excluded under
          the Transaction Documents, all gaming projects and gaming and
          non-gaming assets and facilities related or ancillary thereto (each
          collectively referred to herein as a "Gaming Project") of the Kickapoo
          Tribe are/will be owned and operated by Kickapoo, or if any Gaming
          Project is owned by another subsidiary of the Kickapoo Tribe, then (i)
          if the Gaming Project constitutes the Project, Gaming Facility and
          Project Facilities described and defined in the Management Contract,
          such subsidiary has entered into a Management Contract and related
          documents with Lakes Management and/or its Affiliates with respect
          thereto on the same terms and conditions as are set forth in the
          Management Contract and the other Transaction Documents unless
          otherwise agreed to in writing by Lakes or its


                                      -4-

<PAGE>

          Affiliate, and has otherwise satisfied the terms and conditions
          required by Section 3.1 (f) hereof, or (ii) with respect to any other
          Gaming Projects, such subsidiary has entered into a written agreement
          with Lakes Management and/or its Affiliates granting such entity the
          same right of first refusal to manage such projects as has been
          granted to Lakes Management under the terms of Section 9.21 of the
          Management Contract, and has otherwise satisfied the required
          conditions each as set forth in Section 3.1(f) hereof.

                                    ARTICLE 3

                                    COVENANTS

Section 3.1 Covenants. The Kickapoo Tribe covenants and agrees as follows:

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

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

     (c)  Records. It shall or shall cause Kickapoo to maintain or cause to be
          maintained full and accurate accounts and records for the Project and
          its Project Facilities according to GAAP.

     (d)  No Liens. Except as otherwise expressly permitted by the Transaction
          Documents, it shall not and shall not permit Kickapoo or any of its
          other governmental instrumentalities or subsidiaries to cause or
          voluntarily permit any lien or encumbrance to be created on the
          Project Facilities or the Gaming Facility Site.

     (e)  No Tax. It shall not and shall not permit Kickapoo or any of their
          other governmental instrumentalities or subsidiaries to impose any
          tax, fee or assessment on any of Lakes Management, its respective
          Affiliates, any Contractor, the Project and its Project Facilities,
          and/or any of the Transaction Documents other than (i) reasonable
          pass-through taxes on Project Facilities patrons which are consistent
          with gaming resort industry practices, and (ii) license or other fees
          for background investigations performed by the Gaming Commission of
          "key employees" and "primary management officials" of the Gaming
          Facility, as defined in 25 C.F.R.


                                      -5-

<PAGE>

          Section 502.14 and 25 C.F.R. Section 502.19, and reasonable and
          customary regulatory fees imposed on the Gaming Facility by the Gaming
          Commission (which amounts shall be subject to an annually approved
          budget submitted by the Gaming Commission).

     (f)  Gaming Project Ownership. All Gaming Projects shall be owned and
          operated by Kickapoo; provided that a Gaming Project may be owned and
          operated by another subsidiary of the Kickapoo Tribe so long as prior
          to acquiring such ownership, (i) if the Project, Gaming Facility and
          Project Facilities described and defined in the Management Contract
          are owned by such other subsidiary, such subsidiary shall with respect
          to Lakes Management has entered into a management agreement and
          related documents with Lakes Management and/or its Affiliates on
          substantially similar terms and conditions as are set forth in the
          Management Contract and the Transaction Documents related thereto;
          (ii) with respect to any other gaming projects owned or to be owned by
          such other subsidiary, the subsidiary has entered into a written
          agreement with Lakes Management and/or its Affiliates granting such
          entity the same right of first refusal to manage such projects as has
          been granted to Lakes Management under the terms of Section 9.21 of
          the Management Contract; (iii) Lakes Management shall have received
          the following, each in form and substance reasonably acceptable to it:
          (aa) certified copies of the organizational documents of the new
          subsidiary, together with reasonable evidence that such subsidiary is
          wholly owned by the Kickapoo Tribe, (bb) new Resolutions of Limited
          Waiver with respect to all of such documents and agreements from each
          of the new subsidiary of the Kickapoo Tribe containing substantially
          the same resolutions and terms as set forth in the Resolutions of
          Limited Waiver received by Lakes Management in connection with the
          execution of the original Transaction Documents, (cc) legal opinions
          from counsel to each of the new subsidiary and the Kickapoo Tribe with
          respect to the such new documents and agreements containing
          substantially the same opinions as provided to Lakes Management in
          connection with the execution of the original Transaction Documents,
          and (dd) the Kickapoo Tribe shall have executed and delivered an
          amendment to this Agreement incorporating all such new documents and
          agreements as additional "Transaction Documents" hereunder and such
          projects and related assets shall be subject to the same terms and
          restrictions set forth herein; and (iv) at the time of satisfaction of
          the foregoing conditions, no "Event of Default" by any Kickapoo Entity
          under the Transaction Documents has occurred and is continuing.


                                      -6-

<PAGE>

                                    ARTICLE 4

                                EVENTS OF DEFAULT

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

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

     (b)  The Kickapoo Tribe violates any of the covenants in Section 3.1 of
          this Agreement, and after sixty (60) days have passed following a
          request by Lakes Management to cure the violation, during which the
          violation has not been cured.

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

     (e)  The Kickapoo Tribe is no longer an Indian tribe eligible to conduct
          gaming within the meaning of IGRA.

     Section 4.2 Cure of Event Default. Upon the occurrence of an Event of
Default, Lakes may provide written notice to the Kickapoo Tribe of such default
and, if it is possible for the Kickapoo Tribe to cure the Event of Default, it
shall have thirty (30) days following receipt of notice to effect a cure;
provided, however, that if the nature of such breach (but specifically excluding
breaches curable by the payment of money) is such that it is not possible to
cure such breach within thirty (30) days, such thirty-day period shall be
extended for so long as the Kickapoo Tribe shall be using diligent efforts to
effect a cure thereof but no more than an additional sixty (60) days. Upon the
occurrence of any of the events described in Section 4.1 and during any
applicable cure period, Lakes Management may suspend its performance under the
Transaction Documents. The discontinuance or correction of an Event of Default
shall constitute a cure thereof. If the Kickapoo Tribe fails to cure the Event
of Default within the cure period, Lakes Management may take any one or more of
the following actions: (a) suspend all performance of Lakes Management under the
Transaction Documents; (b) declare all obligations of any Kickapoo Entity under
the Transaction Documents to be immediately due and owing, (c) terminate the
Management Contract; and/or or (d) pursue any other remedy available at law, in
equity or by agreement, subject to the provisions of Article 5 hereof.


                                      -7-

<PAGE>

                                    ARTICLE 5

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

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

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

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

     (c)  The arbitration award shall be in writing signed by each of the
          arbitrators, and shall state the basis for the award. The arbitration
          award shall be set forth in reasonable detail as to its findings of
          fact and law, and basis of determination of award form and amount.
          Except to the extent such enforcement will be inconsistent with a
          specific provision of this Agreement, arbitration awards made pursuant
          to this Article 5 shall be enforceable in federal court under Title 9
          of the United States Code and any applicable tribal, federal or state
          law governing the enforcement of arbitration awards. In addition to
          any basis for appeal of an arbitration award stated in Title 9 of the
          United States Code or any applicable law governing the enforcement of
          arbitration awards, either party hereto may appeal an arbitration
          award on the basis that the arbitrators incorrectly decided a question


                                      -8-

<PAGE>

          of law in making the award, or the award was made in an arbitrary or
          capricious manner or in manifest disregard of the factual evidence.

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

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

     (f)  The Kickapoo Tribe hereby expressly waives, and also waives its right
          to assert, sovereign immunity and any and all defenses based thereon
          with respect to any Claims; and such parties further hereby consents
          to (i) binding arbitration under the Commercial Arbitration Rules of
          the American Arbitration Association, (ii) to empowering the
          arbitrators to take the actions and enforce the judicial remedies
          described in the Kickapoo Tribe's Resolution of Limited Waiver of
          Sovereign Immunity dated January 19, 2005 issued in connection with
          the execution of the Transaction Documents ("Resolution of Limited
          Waiver"), and (iii) judicial proceedings in or before the United
          States District Court for the Western District of Texas or if that
          court determines it is without jurisdiction, then to the courts of the
          State of Texas and all courts to which an appeal therefrom may be
          available, but solely to compel, enforce, modify or vacate any
          arbitration award.

     (g)  To the extent lawful in connection with any such Claims, the Kickapoo
          Tribe expressly waives the application of the doctrines of exhaustion
          of tribal remedies or comity that might otherwise require that Claims
          be heard first in tribal court or other tribal forum of Kickapoo
          Tribe. The waivers set forth herein only extend to claims or
          proceedings brought by Lakes Management and its Affiliates and any
          award of damages against the Kickapoo Tribe or its Affiliates shall be
          payable solely out of the Collateral (as defined in the Resolution of
          Limited Waiver) whether now or hereafter owned by Kickapoo, any other
          Kickapoo Entity or their Affiliates.

     (h)  The Kickapoo Tribe, on behalf of itself and each of its Affiliates,
          agrees that any arbitration proceeding hereunder may be consolidated
          with any other arbitration proceeding that any of Lakes Management or
          its respective Affiliates may bring against Kickapoo or any other
          Affiliates of the Kickapoo Entities.

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


                                      -9-

<PAGE>

                                    ARTICLE 6

                                  MISCELLANEOUS

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

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

If to the Kickapoo Tribe:   The Kickapoo Tribe
                            ATTN: Juan Garza, Jr., Council Chairman
                            HCR 1, Box 9700
                            Eagle Pass, Texas 78852
                            (830) 757-9228 (Fax)

     With a copy to:        Roy Bernal, Tribal Administrator
                            Kickapoo Traditional Tribe of Texas
                            HCR 1, Box 9700
                            Eagle Pass, Texas 78852
                            (830) 757-9228 (Fax)

          and               Gloria E. Hernandez, Tribal Attorney
                            HCR 1, Box 9700
                            Eagle Pass, Texas 78852
                            (830) 757-9228 (Fax)
                            (copy to counsel does not constitute notice
                            to a party)

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

     With a copy to:        Kevin C. Quigley, Esq.
                            Hamilton Quigley Twait & Foley PLC
                            W1450 First National bank Building
                            332 Minnesota Street


                                      -10-

<PAGE>

                            St. Paul, MN 55101-1314

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

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

     Section 6.3 Amendments. This Agreement may be amended only by written
instrument duly executed by all of the parties and with any and all necessary
regulatory approvals, if any, required by Legal Requirements; and this Agreement
shall supersede and replace the parties prior Tribal Agreement dated December
29, 2004 relating to the Project Facilities and the Management Contract.

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

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

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

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

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

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


                                      -11-

<PAGE>

                            [Signature Page Follows]


                                      -12-

<PAGE>

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

THE KICKAPOO TRADITIONAL TRIBE OF TEXAS

/s/ Juan Garza, Jr.
----------------------------------------
Juan Garza, Jr. Council Chairman

/s/ Jesus Anico
----------------------------------------
Jesus Anico, Council Secretary

/s/ Rogelio Elizondo
----------------------------------------
Rogelio Elizondo, Council Treasurer

/s/ Jose ("Pepe") Trevino
----------------------------------------
Jose ("Pepe") Trevino, Council Member

/s/ Jorge Hernandez
----------------------------------------
Jorge Hernandez, Council Member


                                           LAKES KICKAPOO MANAGEMENT, LLC


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

 [Signature Page to Kickapoo Tribal Agreement - Management - Lucky Eagle Casino]
</TEXT>
</DOCUMENT>
