LAKES ENTERTAINMENT INC
AMENDED AND RESTATED NOTE SECURED BY DEED OF TRUST
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>c72931exv10w4.txt
<DESCRIPTION>AMENDED AND RESTATED NOTE SECURED BY DEED OF TRUST
<TEXT>
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                                                                    EXHIBIT 10.4

                          NOTE SECURED BY DEED OF TRUST

$7,000,000                     Las Vegas, Nevada         December 28, 2001,
                                                         as amended and restated
                                                         as of July 1, 2002

         For valuable consideration, Metroflag BP, LLC, a Nevada limited
liability company ("Promisor") does hereby promise to pay to the order of Grand
Casinos Nevada I, Inc., a Minnesota corporation ("Promisee") the principal sum
of Seven Million Dollars ($7,000,000). Said amount shall be due and payable in
full on June 28, 2004.

         Both principal and interest are payable at the office of Promisee, in
Minnetonka, Minnesota, or at such place as the holder hereof may from time to
time designate in writing.

         Provided Promisor has notified Promisee in writing of such prepayment
at least ten (10) days in advance, Promisor may prepay this Note in full, or in
part at any time.

         This Note is secured by a Leasehold Deed of Trust, Assignment of Leases
and Rents and Security Agreement dated December 28, 2001 (as amended and
supplemented from time to time, the "Deed of Trust"). Should any event of
default, as hereinafter defined, occur, the whole sum of principal and interest
hereunder shall, without notice, immediately become due at the option of the
holder hereof. Any and all of the following shall constitute an event of default
hereunder:

                    (a) default in payment of any installment of principal or
interest hereunder; or

                    (b) default in performance of any obligation contained
herein or in the Deed of Trust or any other security instrument by which this
Note is secured or any guaranty hereof or thereof.



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         The sale, agreement to sell, transfer, assignment, mortgage, pledge,
hypothecation or encumbrance, whether voluntary or involuntary, directly or
indirectly, of the whole or any portion of Promisor's right, title or interest
in and to the property subject to the Deed of Trust or any portion thereof,
other than encumbrances permitted under, and complying with, the Purchase
Agreement of even date by and between Promisor and Promisee, shall entitle
Promisee to accelerate the indebtedness secured hereby in the same manner as in
the case of any other default. Any lease for a term (including options to
extend) of greater than twenty (20) years shall be deemed a sale for the purpose
of this paragraph. For the purpose of this paragraph, the sale, transfer,
assignment, mortgage, pledge, hypothecation, charging or encumbrance of the
aggregate of greater than thirty percent (30%) of (a) the interests in any
partnership or limited liability company then owning such property, whether
directly or indirectly (such as by sale of stock in any corporate partner or
member) or (b) any class of stock in a corporation then owning such property,
whether directly or indirectly (such as by sale of stock in any parent
corporation) shall be deemed a sale, transfer, assignment, mortgage, pledge,
hypothecation or encumbrance, as the case may be, of an interest of Promisor in
the property subject to the Deed of Trust.

         Promisor and all others who may become liable for the payment of all or
any part of this obligation do hereby severally waive presentment for payment,
protest and demand, notice of protest, demand and dishonor, and nonpayment of
this Note and expressly agree that the maturity of this Note or any payment
hereunder may be extended from time to time, at the option of the holder hereof,
without in any way affecting the liability of each. Promisor agrees that the
holder hereof may release all or part of the security for the payment thereof or
release any party liable for this obligation. Any such extension or release may
be made without notice to any of the parties and without discharging their
liability.



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         Promisor promises to pay all costs incurred in collection and/or
enforcement of this Note or any part thereof or otherwise in connection
herewith, including, but not limited to, reasonable attorneys' fees. In the
event of court action, all costs and such additional sums and attorneys' fees as
the court may adjudge reasonable shall be awarded to the prevailing party.

         The obligations of any party liable for the payment of all or any part
of this obligation shall be joint and several.

         If any term, provision, covenant or condition of this Note, or any
application thereof, should be held by a court of competent jurisdiction to be
invalid, void, or unenforceable, all provisions, covenants and conditions of
this Note and all applications thereof not held invalid, void or unenforceable,
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.

         The laws of the State of Nevada shall govern the validity,
construction, performance and effect of this Note. Any action to enforce
Promisor's obligations hereunder may be brought in any court of competent
jurisdiction in the State of Nevada, and Promisor hereby consents to the
jurisdiction of Nevada courts over it.

                                            Metroflag BP, LLC,
                                            a Nevada limited liability company

                                            By Its Member:

                                            Metro Two, LLC,
                                            a Nevada limited liability company


                                            By:  /s/  Brett Torino
                                               ---------------------------------
                                                   Brett Torino, Manager





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