With the exception of a violation of the proviso set forth in Paragraph 12(a)(2)(i), the Nation's obligation to pay and the State's right to receive the State Contribution from the operation and conduct of a particular category of Gaming Device as defined in Paragraph 1(m) shall cease immediately in the event of a breach by the State of the exclusivity provisions set forth in this Paragraph 12(a) only as to that particular category of Gaming Device for which exclusivity no longer exists.

With respect to a violation of the proviso set forth in Paragraph 12(a)(2)(i), the Nation's obligation to pay and the State's right to receive the State Contribution shall cease immediately as to all categories of Gaming Devices.

State Contribution.

(1)

In consideration of the exclusivity granted by the State pursuant to Paragraph
12(a), the Nation agrees to contribute to the State a portion of the proceeds from
the operation and conduct of each category of Gaming Device for which
exclusivity exists, based on the net drop of such machines (money dropped into
machines, after payout but before expense) and totaled on a cumulative quarterly
basis to be adjusted annually at the end of the relevant fiscal year, in accordance
with the sliding scale set forth below (“State Contribution"):

Years 1-4

18%, with "Year 1" commencing on the date on which the first Gaming Facility established pursuant to this Compact begins operation, and with Payments during this initial period are to be made on an annual basis.

Years 5-7

22%, with payments during this period to be made on a semi-annual basis. Years 8-14

25%, with payments during this period to be made on a quarterly basis.

In the event the States reaches a compact with another Indian tribe regarding Gaming Devices of a like kind that has State contribution provisions that are more favorable to the Indian tribe than those set forth herein, the terms of such other compact shall be automatically applicable to this Compact at the Nation's option.

Any dispute regarding a payment by the Nation of the State Contribution must be raised within one (1) year of the receipt by the State of the audited financial statements required pursuant to Paragraph 8(c)(2).

(2)

REIMBURSEMENT FOR STATE COSTS OF OVERSIGHT.

Pursuant to Section 2710(d)(3)(c)(iii) of the IGRA, the Nation shall reimburse the State for certain costs associated with the oversight of this Compact, as set forth in Appendix G.

PARTY DISPUTE RESOLUTION.

Purpose. The Nation and the State intend to resolve disputes in a manner that will foster a spirit of cooperation and efficiency in the administration of and compliance by each Party with the provisions of this Compact.

Negotiation. In the event of any dispute, claim, question, or disagreement arising from or relating to this Compact or the breach hereof, the Parties shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, either Party may provide written notice of a claim to the other. Upon receipt of such written notice, the Parties shall then meet within fourteen (14) days, shall negotiate in good faith and shall attempt to reach a just and equitable solution satisfactory to both Parties.

Method of dispute resolution. If the Parties do not reach such solution within a period of thirty (30) days after such meeting, or if the Parties fail to meet and thirty (30) days pass after the written notice of a claim is received, then, upon notice by either Party to the other, either Party may submit the dispute, claim, question, or disagreement to binding arbitration.

Arbitration notice. The notice for arbitration shall specify with particularity the nature of the dispute, the particular provision of the Compact at issue and the proposed relief sought by the Party demanding arbitration; provided, however, that neither Party may seek monetary damages for any alleged dispute, claim, question or disagreement.

Selection of arbitrators. Each Party shall select one arbitrator and the two arbitrators shall select the third.

Procedures for arbitration. Arbitration under this Paragraph shall be conducted in accordance with the rules of the American Arbitration Association or such other rules as the Parties may mutually agree.

Arbitration costs. The cost of the arbitration shall be shared equally by the Parties, but the Parties shall bear their own costs and attorneys' fees associated with their participation in the arbitration.

Remedies. The arbitrators shall exempt the Nation from the payment of the State
Contribution for any breach of the State's commitments to exclusivity as set forth in
Paragraph 12(a). For Material Breaches, the arbitrators may impose as a remedy only
specific performance or termination of the Compact. For all other breaches other than

Material Breaches, the arbitrators may impose as a remedy only specific performance. In no event shall monetary damages, other than specific performance, be available as a remedy to either Party for any alleged breaches of this Compact, including Material Breaches. An arbitration award against the Nation for specific performance that entails the payment of money to the State shall be satisfied solely and exclusively from the revenues of the Nation's Class III Gaming Facilities operated pursuant to this compact. Either Party may apply to the arbitrators seeking injunctive relief for an alleged violation of this Compact, and with respect to the relevant site, until the arbitration award is rendered or the controversy is otherwise resolved.

Arbitration decision. The decision of the arbitrators shall be final, binding and non-
appealable. Failure to comply with the arbitration award within the time specified therein
for compliance, or should a time not be specified, then forty-five (45) days from the date
on which the arbitration award is rendered, shall be deemed a breach of the Compact.
The prevailing party in an arbitration proceeding may bring an action solely and
exclusively in the U.S. District Court for the Western District of New York to enforce the
arbitration award and the Parties agree to waive their sovereign immunity solely and
exclusively for the strictly limited purpose of such an enforcement action in such court
and for no other purpose.

CONFIDENTIALITY.

Purpose. The confidentiality provisions of this Paragraph 15 are necessary to ensure ongoing and candid disclosure of information by the Parties to each other as required by this Compact.

Nation disclosure. The Nation agrees that the Nation Gaming Operation will provide promptly records and information relating to its Class III Gaming operations to the SGO solely for oversight of the State Contribution on the condition that the State agrees that the access to and use of such documents and information is strictly limited to this purpose. The State shall maintain all such documents and information strictly confidential. The State shall promptly provide to the SGA any records or information relevant to SGA's responsibilities under this Compact.

Nation records. All records of the Nation Gaming Operation that are provided to the State under this Compact, and all information contained in such records, are confidential and proprietary information of the Nation. All such records, and copies of such records, shall remain the property of the Nation, irrespective of their location. All Nation records used by the State shall be returned to the Nation after the State's use of said records has ended.

State records. All records of the State that are provided to the Nation under this Compact, and all information contained in such records, are confidential and proprietary information of the State. All such records, and copies of such records, shall remain the property of the State, irrespective of their location. All State records used by the Nation shall be returned to the State after the Nation's use of said records has ended.

Non-disclosure. The Nation and the State agree that all records of the Nation received by
the State are exempt from disclosure under the New York Freedom of Information Law
(Public Officers Law, sec. 84 et seq.). This Compact, as provided for under IGRA,
establishes the federal legal standards for matters pertaining to Class III Gaming by the
Nation and therefore preempts any State records law, including the New York Freedom
of Information Law, with respect to records and information provided in accordance with
this Compact. The State shall legally defend against disclosure under any applicable law
of information provided by the Nation pursuant to this Compact.

Limited exceptions to policy of non-disclosure. The State may not disclose any records or documents provided by the Nation's Gaming Operation or SGA under this Compact; provided, however, that disclosure to a Nation, federal or state criminal agency pursuant to a duly authorized warrant of the U.S. District Court in the context of an ongoing criminal investigation may be made without the prior written consent of the Nation.

Notice to Nation. Notwithstanding Paragraph 15(e) above, the State shall provide prompt notice to the Nation's Gaming Operation of any other request or proposed form of order relating to the disclosure of records provided by the Nation under this Compact. Except where ordered by a duly authorized U.S. District Court warrant, the State shall not disclose any such records, to a court or otherwise, without first providing the Nation with an opportunity to challenge the request for the records and to seek judicial relief to prevent disclosure.

AMENDMENT AND MODIFICATION.

Amendment and modification. The provisions of this Paragraph 16 shall govern the amendment and modification of this Compact. The Compact and its Appendices may be amended or modified by written agreement of the Nation and the State.

Compact revisions. A request to amend or modify the Compact by either Party shall be
in writing, specifying the manner in which the Party requests the Compact to be amended
or modified, the reason(s) therefor, and the proposed language. Representatives of the
Parties shall meet within thirty (30) days of the request and shall expeditiously and in
good faith negotiate whether and on what terms and conditions the Compact will be
amended or modified. A request by the Nation to amend or modify any provision of the
Compact shall be deemed a request to enter into negotiations for the purpose of entering
into a Nation-State Compact subject to the provisions of 25 U.S.C. §2710(d); provided,
however, that neither such request nor such negotiations shall be deemed to amend or
modify the terms or effectiveness of this Compact unless, and then only to the extent that,
modifications or amendments are agreed in writing by the Parties; provided, further, that
any impasse in such negotiations shall not operate to terminate or invalidate this
Compact.

Appendices provisions.

(1)

Automatic amendments. If the State (i) makes lawful a Class III Gaming game
not authorized to be conducted for any purpose by any person, organization or
entity on the Effective Date of this Compact and the SGO adopts specifications
for such game, or (ii) enters into a compact with any Indian tribe or nation
governing the conduct of Class III Gaming game not authorized to be conducted
by the Nation Gaming Operations under this Compact, and setting forth
specifications for such game, then the State shall give the Nation Gaming
Operation written notice of such action within thirty (30) days, identifying the
game and its specifications. If the Nation Gaming Operation accepts such game
and its specifications, it shall notify the State in writing and a corresponding
amendment shall be made to the appropriate appendices hereunder to authorize
the Nation Gaming Operation to conduct such games. If the Nation Gaming
Operation submits its own specifications for such game, the State shall within
thirty (30) days notify the Nation Gaming Operation that it has accepted or
rejected the Nation Gaming Operation's proposed specifications. Failure to act
within thirty (30) days shall be deemed a rejection of the proposed amendment. If
the State accepts the Nation Gaming Operation's proposed specifications,
amendments and modifications shall be made to the appropriate Appendices. If
the State rejects the Nation Gaming Operation's proposed specifications, the
Nation may commence arbitration as specified in this Compact solely on the issue
of the State's good faith in its consideration of the Nation Gaming Operation's
proposed specifications.

Other amendments. The Nation Gaming Operation may make a request to amend
or modify specifications for a currently approved game by submitting proposed
amended or modified specifications in writing to the State. The State shall within
thirty (30) days notify the Nation Gaming Operation that it has accepted or
rejected the Nation Gaming Operation's proposed specifications. Failure to act
within thirty (30) days shall be deemed a rejection of the proposed amendment. If
the State accepts the Nation Gaming Operation's proposed specifications, the
appropriate amendments and modifications shall be made to Appendices. If the
State rejects the Nation Gaming Operation's proposed specifications, the Nation
may commence arbitration as specified in this Compact on the issue of the
State's good faith in its consideration of the Nation Gaming Operation's proposed
specifications.

Except as provided in Paragraphs 16(c)(1) and 16(c)(2) above, if a Party seeks to amend or modify a provision of any of the Appendices to this Compact, it shall notify the other Party in writing. The Party receiving such notice shall within thirty (30) days notify the Party requesting the amendment or modification that it accepts or rejects the proposed amendment or modification. If the proposed amendment or modification is accepted, it shall be effective upon the written acceptance of the other Party. If the proposed amendment or modification is rejected, the Party proposing it may commence arbitration as specified in this