ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is between Kean Argovitz Resorts-Shingle Springs, L.L.C.
("KARSS"), a Nevada limited liability company, and LAKES KAR-Shingle Springs, L.L.C., a Delaware limited
liability company (the "Company").
WHEREAS, Lakes Gaming, Inc. and KARSS have entered into a Letter Agreement of even date, a copy of
which is attached hereto as Exhibit A, (the "Letter Agreement"), which sets forth the terms under which they
formed the Company for the purpose of developing and operating a gaming facility and related facilities (the
"Project") for the Shingle Springs Band of Miwok Indians (the "Tribe");
WHEREAS, KARSS is a party with the Tribe to a certain Development Agreement dated June 11, 1999, a
copy of which is attached hereto as Exhibit B (the "Development Agreement");
WHEREAS, KARSS is a party with the Tribe to a certain Management Agreement dated June 11, 1999, a copy
of which is attached hereto as Exhibit C (the "Management Agreement");
WHEREAS, KARSS desires to assign to the Company all its rights and interest in, to and under the
Development Agreement, the Management Agreement and the Project;
WHEREAS, the Company has agreed to assume all of KARSS'S obligations under each of the Agreements.
NOW THEREFORE, for $10.00 and other good and valuable consideration, the receipt and sufficiency of
which the parties hereby acknowledge, the parties agree as follows:
1. KARSS hereby conveys, assigns and transfers to the Company all of KARSS's rights and interest in, to and
under the Development Agreement (including the Interim Promissory Note and the Security and Reimbursement
Agreement, as defined in the Development Agreement), the Management Agreement and the Project, including
all applications, permits, approvals, plans, drawings, reports or other matters pertaining to the Project.
2. The Company hereby agrees to assume all of KARSS's obligations under the Development Agreement and
the Management Agreement.