Joint Venture Agreement [Amended and Restated] (2002)Full Document 

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                              AMENDED AND RESTATED
                          AGREEMENT OF JOINT VENTURE OF
                        CIRCUS AND ELDORADO JOINT VENTURE

     This Amended and Restated Agreement (this "Agreement") of Joint Venture of
Circus and Eldorado Joint Venture (the "Joint Venture") as originally executed
as of March 1, 1994 (the "Original Agreement"), is amended and restated
effective as of the 1st day of January, 2001, by and between ELDORADO LIMITED
LIABILITY COMPANY ("E"), a Nevada limited liability company owned and controlled
by ELDORADO RESORTS LLC, a Nevada limited liability company ("ERLLC"), and
GALLEON, INC., a Nevada corporation ("C"), owned and controlled by MANDALAY
RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the
Nevada Uniform Partnership Act, on the following terms and conditions. This
Agreement amends, restates and supercedes the Original Agreement in its
entirety.

                                 R E C I T A L S
                                 - - - - - - - -

     1.   Pursuant to the provisions of the Original Agreement, the Joint
Venture has made various priority allocations and distributions to C through
December 31, 2000;

     2.   The Partners desire to resolve various ambiguities in the calculation
of the priority allocations and distributions under the Original Agreement by
fixing the relative Capital Accounts of the Partners as of January 1, 2001, and
by eliminating such priority allocations and distributions as of January 1, 2001
(other than that certain distribution in the amount of $2,102,649 to be made to
C before the execution of this Agreement, referred to herein as the "Remaining
Priority Distribution").

     3.   In addition, the Partners desire to effect certain changes in the
management provisions of the Joint Venture, and certain other changes.

     THEREFORE, in consideration of the mutual covenants, agreements and
promises made herein, the parties hereto agree as follows:

                                    Section 1

                                THE JOINT VENTURE
                                -----------------

1.1  Formation. The Joint Venture was formed as a Nevada general partnership
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between E and C ("Partners") effective as of March 1, 1994, pursuant to the
provisions of the Nevada Uniform Partnership Act ("Act").

1.2  Name. The name of the Joint Venture is CIRCUS AND ELDORADO JOINT VENTURE
     ----
and all business of the Joint Venture shall be conducted in such name. The joint
venture shall hold all of its property in the name of the Joint Venture and not

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