LAKES GAMING INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>4
<FILENAME>c68243ex10-57.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.57




                          NOTE SECURED BY DEED OF TRUST

$23,265,000                     Las Vegas, Nevada              December 28, 2001

      For valuable consideration, Metroflag Polo, 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 Twenty-three Million Two Hundred Sixty-Five Thousand Dollars ($23,265,000),
together with interest thereon, from date. Interest shall accrue at the rate of
five percent (5%) per annum from the date hereof through and including June 26,
2002, and thereafter at the rate of three percent (3%) per annum. Interest only
shall be paid on the last day of each calendar month commencing January 28,
2002, and ending September 30, 2002, at which time the entire unpaid balance,
together with interest thereon, shall be due and payable unless extended as
provided in the Purchase Agreement described below.

      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. Any prepayment of principal must be accompanied by payment of all
interest then accrued under this Note but unpaid.

      This Note is secured by a Deed of Trust, Assignment of Leases and Rents
and Security Agreement ("Deed of Trust") of even date herewith. 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
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            (b) default in performance of any obligation contained herein or in
the Deed of Trust or nay other security instrument by which this Note is secured
or any guaranty hereof or thereof.

      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, that Purchase
Agreement by and between Promisor and Promisee of even date, 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


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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.

      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 Polo, LLC,
                                        a Nevada limited liability company

                                        By Its Member:
                                        Metro One, LLC,
                                        a Nevada limited liability company

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


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