Design/Build Agreement

Exhibit 10.7

FIRST AMENDMENT
TO
DESIGN/BUILD AGREEMENT

FOR SENECA SPA, HOTEL AND CASINO PROJECT

This FIRST AMENDMENT TO DESIGN/BUILD AGREEMENT (this " Amendment Agreement ") is made as of the 10th day of February, 2004 by and between Seneca Niagara Falls Gaming Corporation (" Owner ") and Klewin Building Company, Inc. (" Design/Builder ").

WHEREAS: A. Owner and Design/Builder are parties to an Agreement, made as of October 15, 2003 (the " Design/Build Agreement " ), pursuant to which Design/Builder will provide design and construction services to Owner in connection with the Seneca Spa, Hotel and Casino Project in Niagara Falls, New York (the " Project "). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Design/Build Agreement.

B. Owner desires to increase the scope of the Work, and Owner and Design/Builder desire to adjust the initial Budget Estimate and the Target Completion Date to reflect this increased scope of the Work.

C. Owner further has requested that Design/Builder agree to a guaranteed maximum Contract Sum, and Design/Builder is willing to agree to a guaranteed maximum contract Sum on the terms and conditions set forth herein.

D. Owner and Design/Builder wish to amend the Design/Build Agreement to reflect the increased scope of the Work, the modifications to the initial budget Estimate and Target Completion Date, and the agreed guaranteed maximum Contract Sum.

NOW, THEREFORE, Owner and Design/Builder agree as follows: 1. The Design/Build Agreement, pursuant to Subparagraph 11.8.1 thereof, is amended as follows:

a. Paragraph 14.1 is amended by deleting the language "by May 1, 2005 ('Target Completion Date')" and substituting the following therefor:

"of the South Podium Level (including gaming floor of approximately 35,000 square feet, restaurant, spa and ten floors of the Hotel) on or before July 1, 2005, and the remainder of the Work on or before December 31, 2005 (each such date the "Target Completion Date" with respect to the relevant portion of the Work)" b. The original Exhibit A is deleted in its entirety, and the Exhibit A attached hereto is substituted therefor.

c. The original Exhibit B is deleted in its entirety, and the Exhibit B attached hereto is substituted therefor.

d. Subparagraph 13.1.1 is amended as follows:

(i) The following language is added at the end of the third sentence, after the word "progresses" and before the period:

"subject to the provisions of Subparagraphs 13.1.4 through 13.1.11". (ii) The last sentence is deleted in its entirety.

e. The following Subparagraphs are added to Paragraph 13.1:
"13.1.4 Owner and Design/Builder agree ...