In consideration of the payments to be made pursuant to Section 8. of this Agreement, Production Company will co-produce the Show with Client and Licensor, and act as executive producer for the production of the Show and, as such, assist in designing, manufacturing and producing the sets, theatrical and acrobatic equipment and costumes for the Show, cast and train the artists and performers who will be part of the Show, and commence rehearsing and preparing the Show in and in , all in consultation with and with the collaboration of Client and Licensor, and in accordance with the Show Production Budget (as hereinafter defined). Specifically, Production Company shall, without limiting the generality of the foregoing:

Production Company hereby also undertakes to find and to train in training facilities in or elsewhere as may be agreed by both parties and to make available at all times during the Term, replacement and back-up artists to replace, when needed, any artist who may leave the Show or be injured and become unable to perform in the Show during the Term, and shall, without limiting the generality of the foregoing:

and to assist Client in making all arrangements needed for the transportation of such items to Venue, prepare fully and timely all declarations, and provide all such documents as may be required, including without limitation, by immigration and customs officials.

Production Company also agrees to assist and support Client in marketing and promoting the Show and derivative products incorporating or representing any visual elements of the Show or any trademarks or titles related to the Show to be sold by Client;

Production Company also agrees and undertakes to maintain the artistic integrity and provide for the artistic directions of the Show after the Opening Date and during the Term in accordance with the specifications (as may be modified) of Client and Licensor and hereby also undertakes to continue to ensure that, following to the Opening Date, the Show is presentable, is of a quality acceptable to Licensor and the creator(s) of the Show, and meets with their requirement until the end of the last Show of the Term.

In providing the foregoing services, Production Company and Client accept the relationship of trust and confidence established between them. Production Company and , representing Production Company, individually, agree to use their best efforts in furthering the interests of Client, and Client agrees to use its best efforts in furthering the interests of Production Company, to provide a first class entertainment attraction for Venue, and in the performance of their duties and obligations under this Agreement. shall personally control and oversee the creation, development, artistic direction and executive production of the Show, and shall be personally responsible for the creation, development and artistic direction to Client.

Client shall, at its sole cost and expense, be the financial producer and shall present the Show with Production Company as its sole executive and artistic producer. As financial producer, Client shall provide, upon indications and advice of Production Company and as may reasonably be required by Production Company, all personnel (including but not limited to technical director, show technicians, engineers, artistic co-ordinator, artists and other staff), costumes and props, equipment and rigging and other accessories, stage, sets and scenery, lighting, video, sound, musical instruments and any other type of equipment, computer hardware and software, as may be required to produce and to present the Show during the Term or any Extension thereof.

Any decision relating to the provision of the above personnel and materials for the production of the Show shall be made jointly by Client and Production Company in accordance with the Show Production Budget, as hereinafter defined. In case of persistent disagreement between the parties, the final decision shall be made by , representing Client, in consultation with , representing Production Company. The foregoing does not apply to the construction of the Showroom (as defined below) and its equipment.

Client shall further provide and make available at its costs for the production and presentation of the Show, all of its then supporting corporate services in human resources, finance and accounting, taxation, legal and contractual matters, information technologies and procurement as reasonably requested by Production Company;

Schedule 1 hereto is the Show Production Budget (the “Show Production Budget”), which describes the production costs (the “Show Production Costs”) to be incurred in connection with the production of the Show. Any costs of the nature set out in the Show Production Budget and incurred by Production Company pursuant to this Agreement shall be reimbursed to Production Company by Client in accordance with Section 8. hereof.

All direct, overhead and out-of-pocket expenses incurred by Production Company and its affiliates after the Opening Date and in connection with the on-going presentation of the Show, including general supervision and control over artistic matters, and its administrative overhead and out-of-pocket expenses, as agreed upon with Client, shall be assumed by Client and treated as "Show Operating Expenses". On a yearly basis, not later than 0 days before the end of each year of the Term (except the final year), Client shall prepare, in consultation with Production Company, a budget for the Show Operating Expenses of the forthcoming year, which shall be jointly agreed to by Client and Production Company.

The Show shall be presented by Client in a first class theatre in the Venue, which theatre shall seat approximately patrons (the "Showroom"). The Showroom shall be designed, constructed and laid out or remodeled, as the case may be, by Client in accordance with general parameters and specifications discussed with Production Company and subject to the Theatre Construction and Specialized Equipment Budget, including, without limitation, stage dimensions, sound, backstage services, lighting, and theatrical equipment required by Production Company. Client agrees that the Showroom will have to be completed and delivered to Production Company dust free for the load in and rehearsal of the Show by no later than 0 days before the Opening Date, as defined herein, by which completion and delivery date Client shall have obtained all of the permits, licenses, registrations and certificates necessary for load-in and installation and no further work on the Showroom shall be required except for work on minor punch list items performed at times approved by Production Company in its sole discretion or at times which Production Company is not using the Showroom.

Client shall consult with Production Company at every material stage of the construction of the Showroom, so as to ensure that it remains suitable for the Show.

The costs of the Showroom, which shall include construction expense and engineering fees, costs of sound, lighting and other theatrical and specialised equipment set out in Schedule 2, shall be established by Client. During the Term, Client shall maintain the Showroom, including its theatrical and specialised equipment, in good working order, at its sole cost.

The Show shall run for approximately minutes with no intermission. The frequency and number of performances of the Show presented during each year of the Term shall be determined by mutual agreement of the parties, and shall take into consideration seasonality, provided that there shall be a minimum of performances of the Show presented during each complete year of the Term.

Client shall be entitled, with the written consent of Production Company which shall not be unreasonably refused, to extend the presentation of the Show on the same terms and conditions set out herein for a further following the end of the Term ("Extension"), provided that Client notifies Production Company in writing of such desire to extend the presentation of the Show by no later than the anniversary date of the opening of the Show.

If after the first following the Opening Date, the total Show Revenue (as defined below) shall be less than the total of the Show Operating Expenses (as defined below) during such, Client shall have the right within 0 days following the end of such period, to give Production Company written notice that Client elects to terminate the run of the Show, such termination to become effective 0 days from receipt of such written notice by Production Company. Upon such termination Production Company shall be entitled to retain all payments received by and pursuant to this Agreement, and Client shall immediately pay to Production Company all amounts due and unpaid pursuant to this Agreement and any amount or indemnity which Production Company may reasonably and necessarily have to pay to third parties by reason of such termination.

If Client fails to give Production Company notice of termination pursuant to the preceding paragraph, Client shall have the right to give Production Company a termination notice within 0 days following the end of each subsequent year during the Term, provided that the total Show Revenue shall have been less than the total Show Operating Expenses during such year, such termination to become effective 0 days from receipt of such notice. Upon such termination Production Company shall be entitled to retain all payments received by it pursuant to this Agreement, and Client shall immediately pay to Production Company all amounts due and unpaid pursuant to this Agreement and any amount or indemnity which Production Company may have to pay to third parties by reason of such termination.

During the Term, neither Production Company nor any of its affiliates shall present:

The foregoing does not apply to:

During the Term, Production Company shall be entitled, at its sole discretion, to prevent Client or any other Casino from presenting, directly or indirectly.

Client shall advance to Production Company the funds as may be required for the payment of Production Company's share of the Show Production Costs, according to approved cash flows required for the ongoing development and production of the Show.

Production Company shall open and maintain a separate bank account ("Show Bank Account") with a bank to be mutually agreed by the parties hereto which shall be used solely for depositing all advances of Client to Production Company for its share of the Show Production Costs and for Production Company to make all payments of Show Production Costs which it has to incur pursuant to this Agreement.

All advances made by Client to Production Company to pay such Show Production Costs shall be deposited by Production Company in the Show Bank Account and shall be used by Production Company solely for the purpose of making all payments of Show Production Costs (any interest accrued in the Show Bank Account shall also be used by Production Company to pay Show Production Costs).

Not less than 0 days before the beginning of each quarterly period following the execution of this Agreement, Production Company shall submit to Client a statement ("Quarterly Statement of Cash Requirements") based on the Show Production Budget, as modified from time to time by mutual consent of the parties hereto, showing:

The Quarterly Statement of Cash Requirements submitted by Production Company shall, if requested, be accompanied by the Show Bank Account statements for the previous quarter (or, if such bank statement is not available at such time, Production Company shall provide same to Client as soon as it receives it), and upon request by Client, Production Company shall also provide Client with a bank reconciliation showing the total amount of Show Production Costs actually paid from the Show Bank Account for the previous quarter as compared to the amount of funds requested on the Quarterly Statement of Cash Requirements for the same quarter accompanied, if required by Client, by sufficient supporting documentary evidence in that regard. Client shall approve or disapprove the Quarterly Statement of Cash Requirements by the start of the applicable quarterly period, and, on a monthly basis after its approval, cause to be deposited in the Show Bank Account the necessary portion of the contribution requested to fund the Show development and production, subject to the constraints of the Disbursement Agreement for the Venue project.

Client shall at its own expense at all reasonable times through its on site representative or others, have the right to examine, analyze, copy any and all documents, books and records of Production Company relating to the Show Production Costs and the Show Bank Account, and to have same audited by its representatives.

Client will retain control over all financial matters, including timing of disbursements, concerning the Show provided, however, that Client will fully and meaningfully consult Production Company as reasonably requested from time to time by Production Company, especially with regards to all financial matters dealing with creative and artistic elements of the Show.

Client shall have the right to place one or more on site representatives in where Production Company will conduct its development and co-production activities for the Show. The representative(s) shall have the authority and responsibility to act on behalf of Client with regard to financial matters affecting the production of the Show. Client shall consult with Production Company with regard to the choice of the representative(s).

The representative shall, in conjunction with Production Company, determine all policies and procedures affecting the use of Client funds, including without limitation, methods of procurement (including bidding procedures), budget preparation and approvals, methods of accounting and document control procedures (including disbursements), and any other activity that potentially requires the expenditure of the funds by Client in direct connection with the Show.

Production Company shall provide adequate office space and support for the representative(s).

Nothing contained herein is intended to hinder Production Company's or its affiliates' control of the creative aspects including the process of production of the Show. The parties agree that the presence and exercise of powers delegated to the representative(s) are to be exercised in the best interest of the Show.

Although the parties anticipate that much of the Show development design and production will occur in , it is the parties' mutual intent to have, if possible, elements carried out within during the development and Production Period.

The parties mutually understand and recognise that for the production process or for the benefit of the creative process it will be necessary to fabricate some materials in as long as the quality (according to industry standards, cost efficiency and after delivery services) is equal to or greater than that which may be available in the . All payments by Client to Production Company or affiliates, for the costs and expenses defined in Section 2. herein, shall be based upon Budgets, other documentation and supporting schedules of deliverables as mutually agreed upon by the parties. All aspects of the Show Production Budget, including all pre-production expenses, set design and fabrication, other scenic elements, training and rehearsal expenses, travel expenses for Production Company's personnel shall be disbursed in accordance with the Show Production Budget and Show Production requirements in accordance with the financial and administrative procedures established by Production Company and Client and approved by Client. All expenses requiring a disbursement of over shall be approved in advance by Client.

Client acknowledges and agrees that a fair allocation of Production Company's or its affiliates' general overhead will be chargeable to the Show as part of the Show Production Costs and of the Show Operating Expenses. Such amounts shall be pre-approved by Client, allocated fairly based upon generally accepted accounting principles and be a part of all Budgets contemplated hereunder. In the event that any dispute arising out of or in connection with this Section cannot be resolved between Production Company and the representative(s) of Client or , then in consultation with representing Production Company shall have the sole authority to resolve such dispute.

The parties agree that, until a different amount is established by the parties in the manner set out in this Section 6, an amount of per month shall be charged to the Show in respect of the overhead referred to in Section (6.H)). Notwithstanding the foregoing it is acknowledged that unless the parties otherwise agree, the maximum amount payable to Production Company hereunder before the Opening Date and to be included in the Show Production Costs shall not exceed in total.

As compensation to Production Company, Client shall pay to Production Company:

Client shall retain for its own account all of the Net Ticket Revenue from the Show, and all of the Show Net profits, subject to the amounts payable to Production Company under this agreement.

As used herein:

For the purpose of the definitions above, Show Production Costs, Show pre-opening costs and Show Operating Expenses shall not include, unless otherwise stated,

All sums payable to Production Company pursuant to Section (8.A) hereof shall be payable as follows:

Within 0 days following each month of each Fiscal Quarter, Client shall provide Production Company with a statement showing the total Show Revenue received by Client and the total Show Operating Expenses incurred by Client over such month, and Client shall pay to Production Company together with such statement % of the Show Net Profits, if any, for such month. Then, within 0 days following the end of each Fiscal Quarter during the Term, Client shall provide Production Company with a quarterly statement (the "Quarterly Net Profit Statement") showing (i) the total Show Revenue received by Client and the total Show Operating Expenses incurred by Client over such Fiscal Quarter, and (ii) the portion of the Show Net Profits due and payable to Production Company for such Fiscal Quarter, and Client shall remit to Production Company together with such statement the portion of the Show Net Profits then still due and payable to Production Company.

Within 0 days after the end of each Year during the Term, Client shall provide Production Company with a yearly statement showing (i) the total Show Revenue received by Client and the total Show Operating Expenses incurred by Client over such Year, (ii) the amount of any adjustment required to the Show Net Profits as set forth below, and (iii) the portion of the Show Net Profits due and payable to Production Company, or refundable to Client, for such Year based upon the actual results of each Fiscal Quarter, and Client shall remit to Production Company together with such statement the portion of the Show Net Profits due and payable to Production Company, if any. Any refund due to Client from Production Company may be applied against future quarterly Show Net Profits due and payable to Production Company until fully paid. If, on termination or expiration, a refund remains due to Client, such refund shall be paid within 0 days after said expiration or termination in immediately available funds or bank draft as per Client's written instructions.

All sums payable to Production Company pursuant to Sections (8.A.2), 3., 4. and 5. shall be payable within 0 days after issuance by Production Company of invoices in respect thereof accompanied by appropriate supporting document.

All of the aforesaid amounts payable to Production Company shall be paid by Client in immediately available funds or bank draft as per Production Company's written instructions.

This Agreement shall automatically terminate:

If the Agreement herein is terminated in accordance with any of the provisions of Section (9.A), then all compensation theretofore accrued shall become due and payable immediately to Production Company and Client shall indemnify Production Company for all costs, expenses and charges reasonably and necessarily payable by Production Company to employees or contractors and other third parties as may reasonably and necessarily result from such termination, and Production Company shall not be obligated to reimburse Client for any payment theretofore paid by Client to Production Company.

All payments and compensation hereinabove provided are exclusive of any taxes of any nature and of any government whatsoever, whether the fiscal law is in force presently or at any time in the future, except for income taxes, but are subject to withholding taxes, if any.

The parties hereto agree to cooperate with each other to obtain the appropriate certificates of reduction or exemption of taxes, wherever applicable.

Client shall keep or have any assignees or licensees of Client rights keep accurate books of account and records covering all transactions relating to this Agreement and Production Company or its nominees shall have the right upon notice and at all reasonable hours during any business day to an examination of said books of account and records and all other documents and materials, whether in the possession of Client or any assignees or sublicensees of Client's rights or otherwise, with respect to the subject matter and the terms of this Agreement, and shall have free and full access thereto for the purpose of taking extracts or copies thereof.

Production Company shall keep accurate books of account and records covering all transactions performed by Production Company pursuant to the terms of this Agreement and Client or its nominees shall have the right upon notice and at reasonable hours during any business day to an examination of said books of account and records with respect to the amounts reimbursable to Production Company under the terms of this Agreement, and shall have free and full access thereto for the purpose of taking extracts or copies thereof.

Production Company agrees to indemnify and hold harmless Client, its members, managers, directors, officers and agents and all others claiming by, through or under Client against any claims, demands, suits, losses, costs, expenses (including, without limitation, reasonable counsel fees, costs and disbursements), damages or recoveries (including, without limitation, any amounts paid by Client in settlement), suffered, paid, incurred or assumed by Client, its members, managers, directors, officers, agents and all other claiming by, through or under Client by reason of any breach or non-performance of any representation, warranty or covenant of Production Company contained in this Agreement, or by Production Company's negligence or willful misconduct.

Client shall notify Production Company in writing of the existence of any such claim, demand or suit, which if sustained, would give rise to liability on the part of Production Company hereunder, promptly after Client has knowledge of any such claim, demand or suit. Production Company shall have the option to designate counsel to defend any such claim, demand or suit designated by it and shall control such defense. Client shall cooperate in the defense of any such claim, demand or suit and may participate in the defense of any such claim, demand or suit with counsel of its own choosing (if Client does not approve counsel designated by Production Company) at its own expense, it being understood that Production Company shall not be responsible for the payment of any fees of any such counsel. Client shall not take any action to compromise or settle any such claim, demand or suit unless consented to in writing by Production Company.

Client agrees to indemnify and hold harmless Production Company, its directors, officers and agents and all others claiming by, through or under Production Company against any claims, demands, suits, losses, costs, expenses (including, without limitation, reasonable counsel fees, costs and disbursements), damages or recoveries (including, without limitation, any amounts paid by Production Company in settlement), suffered, paid, incurred or assumed by Production Company, its directors, officers, agents and all other claiming by, through or under Production Company by reason of any breach or non-performance of any representation, warranty or covenant of Client contained in this Agreement, or by Client's negligence or willful misconduct.

Production Company shall notify Client in writing of the existence of any such claim, demand or suit, which if sustained, would give rise to liability on the part of Client hereunder, promptly after Production Company has knowledge of any such claim, demand or suit. Client shall have the option to designate counsel to defend any such claim, demand or suit designated by it and shall control such defense. Production Company shall cooperate in the defense of any such claim, demand or suit with counsel of its own choosing (if Production Company does not approve counsel designated by Client) at its own expense, it being understood that Client shall not be responsible for the payment of any fees of any such counsel Production Company shall not take any action to compromise or settle any such claim, demand or suit unless consented to in writing by Client.

This Agreement together with any attachments hereto shall be the definitive Agreement between the parties and define each party's rights and obligations to the other. This Agreement may be modified with the consent of both parties only by written amendment, which, upon execution shall become a part of this Agreement with the same full force and effect as if first written.

Production Company acknowledges that Client and its affiliates conduct businesses that are subject to and exist because of privileged licenses issued by governmental authorities in the State of and elsewhere that regulate gaming and related matters. In the event Production Company is found unsuitable by the appropriate governmental authority or if Client is advised by such governmental authority to terminate its relationship with Production Company, or Client reasonably determines, based on its internal compliance investigation and based on substantial, objective and evidenced elements, that it is required to terminate its relationship with Production Company to avoid the loss of its privileged licenses or receive sanctions, Client shall be entitled to terminate the agreement between the parties without liability to Production Company except for the obligation to pay all costs incurred to the date of such termination.

Notwithstanding the above, Production Company shall be allowed an opportunity to pursue any appeal rights it may have with respect to any governmental determination which Client is using as the basis of exercising its termination rights.

If this Agreement is terminated for any reason other than as a result of Production Company's activities as referred to above or as otherwise provided in this Agreement, Production Company shall be entitled to full indemnification by Client for all and any provable losses incurred by Production Company due to such termination.

Each party undertakes not to disclose the existence of this Agreement to any third party except to its professional advisors and its consultants and to such other persons as is reasonably required in order to consummate the transactions contemplated herein.

This paragraph shall survive the termination of this Agreement. This confidentiality restriction does not apply in the event of litigation between the parties in relation to this Agreement, or in the event its disclosure is compelled by law or regulation or by order of any court or regulatory authority having jurisdiction over one of the parties. In this regard, Production Company acknowledges and agrees that this Agreement may be required to be disclosed by Client and its affiliates in connection with the financing of Venue.

This Agreement shall be governed by and construed in accordance with the laws and of the State of , without regard to conflict of laws principles, and the parties hereby consent to the exclusive jurisdiction of the state or federal court located in , for any dispute arising out of or relating to this Agreement.

Neither this Agreement nor any rights or obligations conveyed hereunder may be transferred, assigned, or delegated (including by sublicense) without the written consent of the other party, which consent may be withheld for any reason whatsoever. Notwithstanding the foregoing, this Agreement may be assigned by Client or Production Company to any of its affiliated entities, without the prior consent of the other party; provided that such assignment shall not discharge or otherwise affect the obligations of the assignor to perform, fulfil and satisfy its obligations and responsibilities hereunder. This Agreement shall inure to the benefit of and be binding upon the parties hereto and each of their respective successors, permitted assigns, administrators and/or legal representatives.

Faxed signatures shall be sufficient to bind each party to this Agreement and this Agreement may be executed in one or more counterparts, which shall form together the entire Agreement between the parties.

Nothing herein contained shall constitute a partnership or joint venture between the parties hereto. No party shall act in any manner contrary to the terms of this Section (15.G) and no party shall become liable by any representation, act or omission of the other.

Except as otherwise specifically set forth above, however, nothing contained herein shall be interpreted or construed as creating on Production Company, its staff and personnel, including , an obligation to devote time and resources on an exclusive basis.

This Agreement constitutes the complete and exclusive agreement between the parties and replaces and supersedes all prior agreements, negotiations, statements, memoranda and understandings with respect to its subject matter.

The voiding of any provision of this Agreement by any Court shall not serve as to void or place in less than full force and effect any other provision of this Agreement.