Claims procedures. The Nation agrees that it will establish procedures applicable to the Gaming Facilities to govern the resolution of claims against the Nation Gaming Operation, its employees and agents that are covered by the insurance required pursuant to Paragraph 9(a). The procedures that the Nation will establish are set forth in Appendix H. It is understood that the Nation's agreement to this provision is not intended to and does not constitute a waiver of its sovereign immunity from suit with respect to any such claim.

INTEGRITY OF GAMING DEVICES.

Designation of independent gaming test laboratory. The Nation Gaming Operation shall propose to the State, with supporting documentation, an independent gaming test laboratory that is competent and qualified to conduct scientific tests and evaluations of Gaming Devices and to otherwise perform the functions set out in the Paragraph 10. The selection of the independent gaming test laboratory is subject to this consent of the State, but the State shall not unreasonably withhold its consent if the independent gaming test laboratory holds a license in good standing in New Jersey, Nevada or Mississippi. If, at any time, any of the independent gaming test laboratory's licenses are suspended, terminated or subject to disciplinary action, the independent test laboratory shall discontinue its responsibility under this Paragraph 10 and the Nation Gaming Operation shall propose a new independent gaming test laboratory as provided herein.

Testing and approval of Gaming Devices. The Nation Gaming Operation may not
acquire or expose for play any Gaming Device unless:

9

10

10.

11

12

(1)

The manufacturer or distributor that sells, leases or distributes such Gaming
Devices has obtained a Class III Gaming Service Enterprise License from the
SGA; and

The Gaming Devices, or a prototype thereof, have been tested, approved and certified by the independent gaming test laboratory as meeting the requirements specified by this Compact, in accordance with the following process.

The Nation Gaming Operation shall provide, or require that the manufacturer provide, to the independent gaming test laboratory two (2) copies of each Gaming Device's illustrations, schematics, block diagrams, technical and operation manuals, program object and source codes, hexadecimal dumps (the complied computer program represented in base 16 format), if any, and any other information requested by the independent gaming test laboratory. Upon consent of the manufacturer, the SGA shall also make all such materials available to the SGO, upon request, subject to Paragraph 15.

If requested by the independent gaming test laboratory, the Nation Gaming Operation shall require the manufacturer to transport not more than two (2) working models of a Gaming Device to a location designated by the laboratory

for testing, examination or analysis. The independent gaming test laboratory shall provide to the Nation Gaming Operation and to the SGO a report that contains findings, conclusions and a certification that the Gaming Devices conform or fail to conform to the requirements specified by this Compact. If the independent gaming test laboratory determines that such Gaming Device fails to conform to such requirements, and if modifications can be made that would bring the Gaming Device into compliance, the report may contain recommendations for such modifications.

The manufacturer or distributor shall assemble and install all Gaming Devices in a manner approved by the independent gaming test laboratory.

Modifications of Gaming Devices.

No modification to the assembly or operations of any Gaming Device may be
made after testing and certification unless the independent gaming test laboratory
certifies to the SGA that the Gaming Device as modified conforms to the
requirements specified by this Compact. All such proposed modifications shall be
described in a written request made to SGA and the independent gaming test
laboratory and promptly disclosed to the SGO. The request shall contain
information describing the modification and the reason(s) therefor, and shall
provide all documentation required by the independent gaming test laboratory. In
emergency situations in which modifications are necessary to preserve the
integrity of a Gaming Device, the independent gaming test laboratory is
authorized to grant temporary certification of the modifications of up to thirty (30)
days pending compliance with this Paragraph 10.

With respect to any modifications proposed to a Gaming Device, the Nation
Gaming Operation shall advise the SGO in writing of any such modification no
less than ten (10) days prior to implementing the modification, and the SGO shall
have the right to request that the SGA seek prompt testing and certification of the
modification. However, the Nation Gaming Operation shall not be precluded
from implementing such modification prior to any such request. The modification
shall be withdrawn if the independent gaming test laboratory concludes that the
modified Gaming Device fails to conform to the requirements specified by this
Compact.

Conformity to technical standards. Before exposing a Gaming Device for play, the Nation Gaming Operation must first obtain and submit to the SGA a written certification from the manufacturer or distributor that upon installation each such Gaming Device placed at the Nation's Gaming Facilities: conforms precisely to the exact specification of the Gaming Device tested and approved by the independent gaming test laboratory; and operates and plays in accordance with the requirements specified in this Compact. SGA shall promptly provide a copy of such certification to SGO.

Ex parte communication. Neither Party shall communicate with the independent gaming test laboratory, whether in writing, or by telephone or otherwise, concerning the approval of the Gaming Devices without providing the other Party with a reasonable opportunity to participate in or respond to such communication, provided that disclosures of information under Paragraph 10(b)(3) above may not be made to SGO without the prior consent of the manufacturer. The Nation Gaming Operation, SGA and the SGO, except as provided by Paragraph 10(b)(3) above, shall ensure that copies of all written communications sent to or received from the independent gaming test laboratory are provided immediately to the other Party.

Payment of independent gaming test laboratory fees. The Nation Gaming Operation shall be responsible for the payment of all original independent gaming test laboratory fees and costs, and fees for modifications made at SGA's request, in connection with the duties described in this Paragraph. SGO shall bear the cost of any duplicate or “random” testing initiated at the request of SGO. SGA shall provide to the SGO copies of all independent gaming test laboratory invoices and payments by the Nation Gaming Operation, which shall have the right to audit such fees.

Independent gaming test laboratory duty of loyalty. The Nation Gaming Operation shall inform the independent gaming test laboratory in writing that, irrespective of the source of its fees, the independent gaming test laboratory's duty of loyalty and reporting requirements run equally to the Nation Gaming Operation, SGA and to the SGO.

SITES FOR GAMING FACILITIES.

Subject to the provisions of this Paragraph 11, the Nation may establish Gaming
Facilities:

(1)

(1)

44

45

in Niagara County, at the location in the City of Niagara Falls indicated on the map of downtown Niagara Falls attached as Appendix I, or at such other site as may be determined by the Nation in the event the foregoing site is unavailable to the Nation for any reason; and

in Erie County, at a location in the City of Buffalo to be determined by the
Nation, or at such other site as may be determined by the Nation in the event a site
in the City of Buffalo is rejected by the Nation for any reason; and

on current Nation reservation territory, at such time and at such location as may be determined by the Nation.

With respect to the sites referenced in subparagraphs 11(a)(1) and 11(a)(2):

The sites shall be utilized for gaming and commercial activities traditionally associated with the operation or conduct of a casino facility;

The State agrees to assist the Nation in acquiring the site set forth in Appendix ] within the limits of the Seneca Settlement Act funds that the Nation has committed to the acquisition of such site;

a.

No later than thirty (30) days after the execution of this Compact by both
Parties, the State, through the Empire State Development Corporation
("ESDC") or otherwise, shall transfer fee title to the Niagara Falls
Convention Center and such other property as the State may own within
the boundaries of the parcel identified in Appendix I in fee simple to the
Nation in consideration of a payment from the Nation of one dollar
($1.00) in funds appropriated by the Seneca Settlement Act;

The Nation shall lease back to the State the Niagara Falls Convention Center building for a period of twenty-one (21) years for an annual lease payment of one dollar ($1.00);

The State, in turn, shall lease to the Nation the Niagara Falls Convention
Center building for a period of twenty one (21) years for an annual lease
payment of one dollar ($1.00) until such time as the Nation constructs and
begins operation of a permanent Gaming Facility in the Niagara Falls, at
which time the Nation shall pay to the State the balance, as of July 1,
2002, of the general obligation bonds pledged in connection with the
Niagara Falls Convention Center; and,

The State shall assist the Nation in whatever manner appropriate,
including the exercise of the power of eminent domain, to obtain the
remaining lands described in Appendix I on the best economic terms
possible. In the event the State does obtain all or part of the lands
described in Appendix I through exercise of the power of eminent domain,
it shall promptly convey such lands to the Nation at a price equal to the
cost of acquisition.

The State shall support the Nation in its use of the procedure set forth in the Seneca Settlement Act, 25 U.S.C. §1774f(c), to acquire restricted fee status for the site described in Appendix I and any other site chosen by the Nation pursuant to Paragraphs 11(a)(1) and 11(a)(2), to which the State has agreed, such agreement not to be unreasonably withheld. For purposes of such support from the State, the State shall assist the Nation directly with the Department of the Interior, either in writing or in person, as the Parties deem appropriate and necessary to obtain expeditious action on the Nation's notifications under section 1774f(c) of the Seneca Settlement Act and on any other application made by the Nation to obtain requisite approvals.

The Nation agrees that it will use all but five million dollars ($5,000,000.00) of the funds remaining from amounts appropriated by the Seneca Settlement Act to acquire the parcels in the City of Niagara Falls and the City of Buffalo.

The Nation agrees that it will dedicate Seneca Settlement Act funds remaining after the acquisition of the sites referenced in Paragraph 11(a)(1) and 11(a)(2) to the acquisition of parcels to meet the housing needs of the Nation's members. Unless otherwise agreed by the Parties, such housing parcels shall be physically and immediately contiguous and adjacent to either: (i) an existing reservation of the Nation, or (ii) the sites referenced in Paragraph 11(a)(1) and 11(a)(2) if actually acquired. The State shall support the Nation in development of such housing projects and shall support any notification made by the Nation under section 1774f of the Seneca Settlement Act for a housing development for Nation members.

The Parties agree that host municipalities should be compensated to be able to adjust to the economic development expected to result from the Gaming Facilities authorized under this Compact. Consistent with this goal, the State shall reach financial agreements with the host municipal governments, and any payments made pursuant to such agreements shall be made by the State.

EXCLUSIVITY AND STATE CONTRIBUTION.

Exclusivity.

(1)

(2)

Subject to subparagraphs 12(a)(2) and 12(a)(3), the Nation shall have total exclusivity with respect to the installation and operation of, and no person or entity other than the Nation shall be permitted to install or operate, Gaming Devices, including slot machines, within the geographic area defined by: (i) to the east, State Route 14 from Sodus Point to the Pennsylvania border with New York; (ii) to the north, the border between New York and Canada; (iii) to the south, the Pennsylvania border with New York; and (iv) to the west, the border between New York and Canada and the border between Pennsylvania and New York.

In the event the Tuscarora Indian Nation or the Tonawanda Band of Seneca
Indians initiate negotiations with the State to establish a Class III Gaming
compact, the State may agree to include Gaming Devices in any such compact
that permits gaming facilities within the geographical area of exclusivity set forth
in Paragraph 12(a)(1) without causing a breach of this Paragraph 12; (i) provided,
however, that in no event shall the State permit another Indian nation to establish
a Class III Gaming facility within a twenty five (25) mile radius of any Gaming
Facility site authorized under this Compact unless such facility is to be established
on federally recognized Indian lands existing as of the Effective Date of this
Compact.

The exclusivity granted under Paragraph 12(a)(1) shall cease to apply with respect to any one of the sites authorized under this Compact: (i) if the Nation fails to commence construction on such site with thirty six (36) months of the Effective Date; or (ii) if the Nation fails to commence Class III Gaming operations on such site within sixty (60) months of the Effective Date.