MEMBER CONTROL AGREEMENT OF
PACIFIC COAST GAMING - CORNING, LLC
THIS MEMBER CONTROL AGREEMENT is made and entered into on this 12th day of October, 2000, but
is effective as of the 12th day of October, 2000 (the "Effective Date"), by and between LAKES CORNING,
LLC, a Minnesota limited liability company ("Lakes Corning"); and MRD GAMING, LLC, a California limited
liability company ("MRD") (collectively, the "Members"), with respect to PACIFIC COAST GAMING -
CORNING, LLC, a Minnesota limited liability company (the "Company").
INTRODUCTION AND CERTAIN DEFINITIONS
A. Participation Agreement. The Company is being formed pursuant to a written Acquisition and Participation
Agreement between MRD and Lakes Gaming and Resorts, LLC, a Minnesota limited liability company ("LGR"),
dated August 7, 2000, and amended by a First Amendment thereto, dated October 12, 2000, copies of which
Agreement and Amendment are attached hereto as part of EXHIBIT A (collectively, the "Participation
Agreement").
B. Predecessor Company. As of the Effective Date and pursuant to the Participation Agreement, MRD acquired
100% of the membership interests of a Maryland limited liability company called Pacific Coast Gaming - Corning,
L.L.C. (the "Predecessor Company"), which holds certain rights and contracts to develop a gaming casino on
Indian land in Corning, California, more fully described in the Participation Agreement as the "Paskenta
Project" (and herein called the "Corning Project"). MRD made that acquisition in exchange for (1) a $100,000
cash payment funded by a loan from Lakes Corning to MRD; and (2) MRD causing Lakes Corning to loan
$759,098 to the Predecessor Company, which it used to satisfy certain advances made by its former owners (the
"Advanced Funds Loan"). MRD also entered into a written Consulting Agreement with the former owner of the
Predecessor Company, providing for MRD's obligation to pay consulting fees equal to the greater of (1)
approximately 50% of MRD's share of certain cash distributions paid