AGREEMENT OF JOINT VENTURE
OF
CIRCUS AND ELDORADO JOINT VENTURE

This AGREEMENT OF JOINT VENTURE OF CIRCUS AND ELDORADO JOINT VENTURE is entered into and shall be effective as of the 1st day of March, 1994, by and between ELDORADO LIMITED LIABILITY COMPANY ("E"), a Nevada limited liability company owned and controlled by ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada limited partnership ("EHALP"), and GALLEON, INC., a Nevada corporation ("C"), owned and controlled by CIRCUS CIRCUS ENTERPRISES, INC., a Nevada corporation ("CC"), pursuant to the provisions of the Nevada Uniform Partnership Act, on the following terms and conditions:

Section 1 
THE JOINT VENTURE

1.1 Formation. The Joint Venture is hereby formed as a Nevada general partnership between E and C ("Partners") effective as of the date hereof pursuant to the provisions of the Nevada Uniform Partnership Act ("Act").

1.2 Name. The name of the Joint Venture shall be 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 in the name of any Partner.

1.3 Purpose.

(a) The purpose of the Joint Venture is to acquire, develop, construct, finance, manage, and operate a hotel with up to approximately 2,000 rooms and an entertainment facility, together with a casino, restaurants, amusement and other related facilities ("Casino Project"), to be located in Reno, Nevada, on the property described in Exhibit "A" attached hereto and incorporated herein by reference (the "Casino Property").

(b) The Joint Venture shall be a partnership only for the purpose specified in this Section 1.3. Except as otherwise provided in this Agreement, the Joint Venture shall not engage in any other activity or business and no Partner shall have any authority to hold himself out as the agent of the other Partner in any other business or activity.

1.4 Place of Business. The principal place of business of the Joint Venture shall be at 430 North Virginia Street, Reno, Nevada or at such other place within Reno, Nevada, as may be determined by the Managing Partner.

1.5 Term. The term of the Joint Venture shall commence on the date hereof and shall continue until the winding up and liquidation of the Joint Venture following a "Liquidating Event," as provided in Section 13 hereof.

1.6 Percentage Interest. The Percentage Interest of each Partner shall be fifty percent (50%) and shall not be changed except as provided herein.

1.7 Statutory Compliance. The Joint Venture shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Nevada including the Nevada Gaming Control Act embodied in Chapter 463 of the Nevada Revised Statutes and the regulations promulgated thereunder. The Partners shall make all filings and disclosures required by, and shall otherwise comply with, all such laws. The Partners shall execute and file in the appropriate records any assumed or fictitious name certificates and other documents and instruments as may be necessary or appropriate with respect to the formation of, and conduct of business by, the Joint Venture.

1.8 Title to Property. All real and personal property owned by the Joint Venture shall be owned by and in the name of the Joint Venture as an entity and no Partner shall have any ownership interest in such property in its individual name or right, and each Partner’s interest in the Joint Venture shall be personal property for all purposes.

1.9 Payments of Individual Obligations. The Joint Venture's credit and assets shall be used solely for the benefit of the Joint Venture, and no asset of the Joint Venture shall be transferred or encumbered for or in payment of any separate obligation of a Partner.

1.10 Independent Activities; Transactions with Affiliates.

详文见附件