ACQUISITION AND PARTICIPATION AGREEMENT
This Agreement is made this 7th day of August, 2000, by and between MRD Gaming, LLC, a Nevada limited
liability company, 600 Whitney Ranch Drive, C-15, Henderson, NV 89014 ("MRD"); and Lakes Gaming and
Resorts, LLC, 130 Cheshire Lane, Minnetonka, MN 55305, a Minnesota limited liability company ("Lakes").
PRELIMINARY STATEMENT AND CERTAIN DEFINITIONS
A. MRD'S BUSINESS, THE TRIBES AND THE PROJECTS. MRD is in the business of financing,
developing, equipping, constructing and starting-up casino projects for Indian tribes in the State of California
(MRD's "Business"). MRD and its affiliates have secured written agreements (the Project Contracts") with the
Paskenta Band of Nomlaki Indians, Corning, California; and the Cloverdale Rancheria of Pomo Indians,
Cloverdale, California (the "Tribes"); for the development of casino projects on Indian lands for each of the
Tribes (each a "Project", or collectively, the "Projects") following the passage of Proposition 1 A in California
permitting Class III Indian Gaming (as defined in the National Indian Gaming Regulatory Act, or "IGRA"). The
Project being developed with the Paskenta Band is hereinafter called the "Paskenta Project" and the Project
being developed with the Cloverdale Rancheria is hereinafter called the "Cloverdale Project." MRD has filed a
certificate of conversion with the California Secretary of State, to convert to a California limited liability company,
but the conversion is not complete.
B. THE BUSINESS OF LAKES. Lakes is engaged, in part, in the business of developing and managing casino
projects for Indian tribes.
C. EXISTING PROJECT COMPANIES AND ASSETS. United Gaming Holding Co., LLC is a Maryland
limited liability company ("United"), which is owned by SCG Gaming Enterprises, LLC, which is controlled by
Franklin Capital Group and its affiliated investors (collectively, except for United, "Franklin"). United has formed
and now owns two Maryland limited liability companies, Pacific Coast Gam