ENABLING AGREEMENT

THIS ENABLING AGREEMENT (Agreement ), is made and entered into and operative on this day of March, 2003 by and between The SHINNECOCK INDIAN NATION (hereinafter called the Nation), a sovereign Indian nation whose mailing address is P. O. Box 5006, Southampton, New York 11969-5006 and Ong Enterprise, L.L.C. , a Nevada limited liability company (hereinafter called Developer or Manager or Developer/Manager), whose mailing address is 2021 N. 2nd Street, Seminole, Oklahoma 74868

RECITALS 1. This agreement is made to enable the parties to enter into a Development Agreement, a Management Agreement, Loan and Security Agreements (transaction documents) in order to design, develop and manage a casino enterprise on lands owned by the Nation at Westwoods, Southampton, New York described on Exhibit B.

AGREEMENT NOW, THEREFORE, in consideration of the hereinafter mutual promises and covenants, and for other good and valuable consideration as set forth herein, the receipt and sufficiency of which are expressly acknowledged, the Nation and Developer/Manager agree as follows: 2. During the term of said transaction documents, the Nation grants to the Authority the right to develop, manage and operate the Enterprise on said property. 3. The Nation has created a wholly-owned economic development entity called the Shinnecock Nation Casino at Westwoods Authority, Exhibit A. 4. The Nation has created a wholly-owned governmental entity called the Shinnecock Indian Nation Gaming Commission, Exhibit A. 5. During the term of the transaction documents, the Nation shall not: (a) Enforce any Tribal ordinance or law which would abolish or change the membership structure of the venture; (b) Enforce any Tribal ordinance or law which would abolish or change the membership structure of the Commission;

(c) Enforce any Tribal ordinance or law which would abolish the power and right of the Authority to develop, manage and operate the Enterprise on said lands or limit its right to sue and be sued with regard to the enforcement of the Development/Management Contracts; (d) Enforce any tribal tax against the Enterprise;

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(e) (f) (g) (h) Enterprise;

Enforce any tribal zoning against the Enterprise; Enforce any tribal health or safety regulation against the Enterprise; Enforce any tribal law that would prohibit gaming at the Enterprise; Take any physical action which would physically interfere with the

(i) (J) (k)

Enforce any tribal rent against the Enterprise;

Enforce any tribal Debtor Relief Law against the Enterprise; Enforce any tribal Eminent Domain Law against the Enterprise.

6. In the event that the Nation breaches any of the covenants stated in paragraph five (5), then the sole remedy of the Developer/Manager shall be to seek an injunction against the enforcement of any Tribal ordinance or law which contravenes paragraph 5, supra in the United States Federal Court, Eastern District, New York or if not permissible there then in the Suffolk County Supreme Court, which jurisdiction the Nation agrees to sue or be sued for this limited purpose. As a pre-condition to initiating such a proceeding and obtaining injunctive relief, the Developer/Manager admits and is estopped from denying that the Nation has been and is a sovereign Indian Nation continuously from time in memoriam and exists as such today within its ancestral territory. GENERAL PROVISIONS 7. Under no circumstances shall the Nation be sued or be held liable for monetary damages for any breach of this or any other agreement with the Developer/Manager. 8. Under no circumstances shall any monies, properties or assets of the Nation be put to risk or be held subject to or liable to this or any other agreements or breach there of with the Developer/Manager.

9. Under no circumstances shall the lands or land rights of the Nation be held subject to this or any other agreement or breach there of with the Developer/Manager. 10. Neither this nor any other agreement with the Developer/Manager impair, transfer or grant any interest in the Nations lands or land rights to the Developer/Manager. 11. No Trustee of the Nation, nor any Tribal Member, nor Tribal attorneys, nor advisors, shall have any personal liability arising as a result of this Agreement or any other Transaction Document and/or their breach of such, all of whom shall have full and unlimited sovereign immunity.

12. It is the intent of the parties to compartmentalize any and all liabilities and obligations arising out of the enterprise and the casino in the Authority in order to shield the Nation from such.

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13. The Nation reserves the right to engage in economic development and/or gaming activities with others than Ivy Ong and/or Ong Enterprises LLC. 14. There are unresolved questions as to the licensability of Ivy Ong and therefore the Authority, the Shinnecock Indian Nation Gaming Commission, the Nation and the State of New York are to resolve this issue at a later date de novo and if Ivy Ong proves to be unlicensable, this Development/Management Agreement, all loan documents, all loans, Enabling Agreement and all transaction documents shall be void ab initio and the nation shall have the option to buy out the Developer/Manager for the price of the then total and expended approved development cost or direct the Developer/Manager to sell within ninety (90) days its interest to a publicly listed SEC regulated company approved by the authority. 15. The Indian parties have little experience with economic development and no experience with Indian gaming, therefore this Agreement, the Enabling Agreement, all loan and security agreements and all transaction documents shall be interpreted and enforced most favorably toward the Indian parties. 16. The only express or implied waiver of sovereign immunity granted by the Nation is that contained in paragraph 6, supra. 17. The only express or implied waiver of sovereign immunity granted by the Authority is that contained in paragraph 20.1, 20.2, 20.3, 20.4, 20.5, of the Development/Management Agreement. 18. The arbitration provisions contained in the Development/Management Agreement and other transaction documents in and of themselves shall not impliedly or expressly grant a waiver of sovereign immunity.

19. Any individual or entity shall as a pre-condition to initiating any enforcement or dispute resolution proceeding, admit and be estopped from denying that the Nation has been and is a sovereign Indian Nation continuously from time in memoriam and exists as such today within its ancestral territory. These issues shall not be the subject of mediation or arbitration and are non-justifiable in view of the fact that they are admitted by the parties. 20. The Nation and the Authority shall always exclusively own, possess and control the property, site and the enterprise. Under no circumstance shall any remedy or right of the Developer/Manager impair or interfere with such. 21. In the event of any conflict, this Enabling Agreement shall supercede the Development/Management Agreement, loan and security documents and any and all other transactions documents.

22. Upon signing the Developer/Manager shall pay to the Nation the sum of one million five hundred thousand dollars ($1,500,000) to be used solely and exclusively for purposes of obtaining Federal recognition of the Nation by the government of the United States. The payments made pursuant to this Section shall be considered the non-refundable consideration paid for the privilege of making these proposals and shall not be deemed to be part of Development Costs and are not a loan of any type, are non-refundable and are not to be repaid to the Developer/Manager by
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the Authority or the Nation under any circumstances including default or put.

23. Upon signing, the Developer/Manager shall begin to pay for, install and construct infrastructure improvements up to an amount not to exceed one million two hundred thousand dollars ($1,200,000) as the Nation may reasonably request for such purposes as the Nation may determine and shall be completed within twelve (12) months. In addition, the Developer/Manager has paid approximately $ 150,000.00 to the Nation for certain of the Nations administrative purposes, the Christmas program, Senior Citizens television, clean up of 2002 Pow Wow and rodeo bills, renovation of the Health Care and Family Preservation Center etc. The Developer/Manager shall continue to advance up to forty thousand dollars ($40,000) per calendar quarter for the Nations administrative purposes until the Commencement Date. The advances made pursuant to this Section shall be considered the cost to receive the rights and obligations granted herein and in the other Transaction Documents and shall not be deemed to be part of development costs and are not a loan of any type, and are non-refundable not to be repaid to the Developer/ Manager by the Authority or the Nation under any circumstances including default or put. 24. Simultaneously with the execution of this Agreement and the other Transaction Documents, the Developer/Manager shall pay five hundred thousand dollars ($500,000) to be held in escrow on behalf of the Nation to be released only to replace funds for projects historically funded

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