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Business Advisory Agreement

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Sectors: Leisure and Entertainment
Effective Date: January 31, 2005
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Exhibit 10.1


BUSINESS ADVISORY AGREEMENT


This Business Advisory Agreement (" Agreement" ) is entered into as of January 31, 2005 (the " Effective Date" ), by and between the Buena Vista Rancheria of Me-Wuk Indians, a federally-recognized tribal entity (the " Tribe" ), located within the State of California, with tribal offices located at P.O. Box 162283, Sacramento, California 95814 and Venture Catalyst Incorporated, a Utah corporation (" Contractor" ), whose business office is located at 591 Camino de la Reina, Suite 418, San Diego California 92108. This Agreement is intended to memorialize the understanding of the Tribe and the Contractor (the " Parties" ).

RECITALS

The Tribe is a federally recognized Native American Tribe possessing sovereign powers over its reservation in the State of California who is developing a casino and related facilities on its reservation located near Ione California (the " Casino Facilities" ) and presently intends to self-manage the operation of the Casino Facilities (" Tribal Operations" );

In compliance with the Indian Gambling Regulatory Act (" IGRA" ), the Tribe has or will enact a tribal ordinance regulating the operation of gaming activities, creating the Buena Vista Rancheria Gaming Commission, and authorizing Class II and Class III gaming subject to the provisions of the tribal ordinance and a Tribal-State Compact;


The Tribe presently requires additional resources to develop the Tribal Operations on its own and desires to retain the services of an experienced business advisor, with knowledge and experience in the gaming industry, to advise the Tribe during its efforts to secure the financing and to advise on the planning, development and implementation of the Tribal Operations;


The Contractor also agrees to advise the Tribe in obtaining qualified gaming operations management personnel to manage the Tribal Operations and to advise on specific areas of its business development and operations which will assist the Tribe in its efforts to develop a premier gaming facility and destination resort;

The Parties agree that nothing in this Agreement shall be construed as an obligation of the Contractor to obtain funds for the development of the Tribal Operations;


The Parties agree that nothing in this Agreement shall be construed as granting any management authority to the Contractor;


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THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, covenant and agree as follows:

1. ENGAGEMENT OF SERVICES.

The Parties agree the Contractor will be granted the right to advise the Tribe on matters specified in this Agreement during the term outlined in Section 4 pursuant to the terms and conditions of this Agreement.


Contractor will provide its professional judgment, analysis, advice in areas of establishing and operating a successful Tribal Operation in a competitive California marketplace.

Contractor shall provide professional advice and recommendations on the following areas for the Tribal Operations:

a. The market and the marketing strategy : Contractor will initiate and direct customer research in the local and the regional population centers and will also direct and perform a competitive gaming market analysis of the area and region, Contractor will advise and make recommendations on the development of the following: a leading direct marketing department; targeted and segmented gaming customer profiles in the local and regional market; a consistent theme and image both pre-opening and ongoing; advertising plans, including billboards, radio, print, internet and broadcast media; public relations plans and policies; pre-opening community relation plans; ongoing community relation policies; pre-opening marketing and event plans and special events planning for all areas; pre-opening governmental relations plans; post-opening governmental relation policies; Asian and other ethnic market strategies, including food, entertainment, games; floor layout and personnel; customer reinvestment levels and strategies; high net-worth market strategies; casino floor promotions and events; customer data base marketing strategy, implementation and execution; other marketing development as necessary. Additionally, Contractor shall offer to grant a perpetual license to the Tribe for its proprietary marketing software (" Mariposa" ) at no charge, provided however, the Tribe shall be reimburse contractor for the costs incurred by Contractor to install Mariposa and the Tribe shall be responsible for an annual support and maintenance fee effective as of the end of the term of this Agreement. If this Agreement is terminated prior to the end of its term, and Mariposa has already been licensed and installed at the Tribal Operations, the Tribe shall be responsible for payment to Contractor for all remaining fees, based on market value, to license and install Mariposa.

b.

Management team building : Contractor will advise and make recommendations to the Tribe on identification of senior casino management candidates for review and recruitment by the Tribe. These senior executive positions include, but are not limited to, the general manager, the chief financial officer, controller, the human resources position, the gaming operations position, the food and beverage position, the I.T. position and the marketing position. Contractor may advise the senior management in the development of policies for further recruiting,


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hiring, training, labor relations, customer service training, dealer training, employee orientation and staffing levels for all areas of the project. Contractor will assist the Tribe and the senior management in becoming an integrated and supporting team throughout the term of the Agreement.

c. Financing advisory services : Contractor will advise the Tribe during the fund raising process and will work with the investment banking firm that is engaged by the Tribe. Contractor will assist in preparing and delivering presentations with investment bankers, attorneys, bond insurers, rating agencies, analysts and bond buyers. Contractor can advise on debt structuring and securing future financing needs of the Tribe and its Tribal Operations, if applicable.

d. Product Architecture : Contractor wi
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