<DOCUMENT>
<TYPE>EX-10.123
<SEQUENCE>58
<FILENAME>c92713exv10w123.txt
<DESCRIPTION>IOWA CORP NOTE (CIMARRON CASINO)
<TEXT>
<PAGE>
                                                                  Exhibit 10.123

                                 IOWA CORP NOTE
                                (CIMARRON CASINO)

                                                                  Minnetonka, MN
                                                                January 27, 2005

     FOR VALUE RECEIVED, IOWA TRIBE OF OKLAHOMA ("MAKER"), A FEDERALLY-CHARTERED
CORPORATION , CREATED PURSUANT TO SECTION 3 OF THE OKLAHOMA INDIAN WELFARE ACT
OF JUNE 26, 1936 (49 STAT. 1967), UNDER A FEDERAL CHARTER ISSUED TO THE IOWA
TRIBE OF OKLAHOMA ("IOWA TRIBE"), A FEDERALLY RECOGNIZED INDIAN TRIBE, promises
to pay to the order of LAKES IOWA CONSULTING, LLC, A MINNESOTA LIMITED LIABILITY
COMPANY ("LENDER"), in the United States of America, in immediately available
funds, at such place as the holder hereof may from time to time designate, or in
the absence of such designation, at the office of the Lender, 130 Cheshire Lane,
Minnetonka, Minnesota 55305, the aggregate unpaid principal amount of all
advances made to Maker pursuant to the "Business Improvements Loan" as set forth
in Article 3 of the Gaming Operations Consulting Agreement for the Cimarron
Casino located in Perkins, Oklahoma dated January 27, 2005 between the parties
for the Cimarron Casino (the "Gaming Operations Consulting Agreement"), plus
interest thereon from the date of such advances, in like money, in accordance
with the following terms and provisions:

     1. Defined Terms. Capitalized terms used herein and not defined shall have
the meanings given them in the Gaming Operations Consulting Agreement.

     2. Advances. Pursuant to the Gaming Operations Consulting Agreement, Lender
has agreed to extend the Business Improvements Loan to Maker, such funds to be
loaned in more than one advances (each, an "Advance") as entered on the Schedule
of Advances attached hereto as Schedule A. Each Advance shall bear interest at
the Interest Rate, as described herein, from and including the date the proceeds
of such Advance are advanced (such date the "Funding Date" of such Advance)
through the date of payment.

     3. Repayment; Limited Recourse Obligations. The obligation of Maker to
repay the funds advanced shall be limited to the Collateral as described in the
Gaming Operations Consulting Agreement. Commencing on the twenty-fifth (25th)
day following twelve (12) months after the date the first loan advance is made
(the "Maturity Date"), which payments shall be adjusted from time to time as
necessary to fully repay all principal, plus accrued interest thereon, by the
Maturity Date. , principal and interest on this Iowa Corp Note shall be paid in
twenty-four equal monthly installments. Maker shall have the right to prepay all
or any part of this Iowa Corp Note at any time without penalty or premium
provided any partial payment is at least $10,000 or an even multiple thereof,
but any such prepayment shall be applied to the installments of principal due
hereunder in the inverse order of maturity.

     4. Interest Rate. The Interest Rate means, as to each Advance, an interest
rate equal to the greater of the prime rate of Chase Manhattan Bank, N.A. (or
any successor Bank) plus two percent (2%), per annum in place at the time of the
advance, fixed as of the first business day of each


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<PAGE>

calendar month. Interest at the foregoing rate shall accrue and be compounded
annually and shall be payable solely from the Collateral as provided in Gaming
Operations Consulting Agreement. Interest shall be computed for the actual
number of days elapsed on the basis of a year consisting of 360 days. It is
intended that the rate of interest hereon shall never exceed the maximum rate,
if any, which may be legally charged on the Business Improvements Loan evidenced
by Iowa Note ("Maximum Rate"), and if the provisions for interest contained in
this Iowa Note would result in a rate higher than the Maximum Rate, interest
shall nevertheless be limited to the Maximum Rate and any amounts which may be
paid toward interest in excess of the Maximum Rate shall be applied to the
reduction of principal, or, at the lawfully exercised option of the Lender,
returned to Maker.

     5. Record of Amounts Owed. Maker hereby authorizes Lender to record on its
books and on Schedule A attached hereto all Advances made to the Maker and all
payments of principal amounts in respect of such Advances, which shall be
presumptive evidence as to the outstanding principal amount of all Advances;
provided, however, that the failure to make such notation with respect to any
Advance or payments shall not limit or otherwise affect the obligations of
Maker.

     6. Default; Acceleration. If any Event of Default occurs in the payment of
any principal, interest or any other sums when due hereunder, or in the
performance of any covenant or agreement hereunder, and such default continues
beyond any applicable notice, grace and/or cure period, then the outstanding
principal amount of the Business Improvements Loan, any interest accrued thereon
from time to time, and any other sums then remaining unpaid hereunder, at the
option of the holder hereof and without notice, shall become immediately due and
payable and Lender may exercise any other rights or remedies available under the
Gaming Operations Consulting Agreement or applicable law. Failure to exercise
any such option shall not constitute a waiver of the right to exercise the same
at a later time or in the event of any subsequent default. The following shall
constitute "Events of Default" for purposes of this Iowa Corp Note:

     (a)  Failure by Maker to make timely payments of any of the installments of
          principal, interest or other amounts due hereunder, which is not cured
          within ten (10) days after written notice of such nonpayment is
          delivered to Maker; or

     (b)  The occurrence of any event of default under any credit facility, term
          loan or any other agreement entered into by Maker for the use of
          borrowed funds, with respect to which the creditor has recourse to
          assets of the Project Facilities, and with respect to which (i) the
          creditor has accelerated the maturity of the indebtedness of Maker to
          such creditor, or (ii) the creditor has initiated action to collect
          such indebtedness; or

     (c)  There shall have been filed or commenced against Maker an involuntary
          case under any applicable bankruptcy, insolvency or other similar law
          now or hereafter in effect or an action shall have been commenced to
          appoint a receiver, liquidator, assignee, custodian, trustee,
          sequestrator (or similar official) of Maker or for any substantial
          part of Maker's property or for the winding up or liquidation of
          Maker's affairs and such action or proceeding shall not have been
          dismissed within sixty (60) days; or


                                       -2-

<PAGE>

     (d)  Maker shall commence a voluntary case under any applicable bankruptcy,
          insolvency or other similar law now or hereafter in effect; or shall
          consent to the entry of an order for relief in an involuntary case
          under any such law; or shall consent to the appointment of or taking
          possession by a receiver, liquidator, assignee, trustee, custodian,
          sequestrator (or other similar official) of Maker or of any
          substantial part of the Maker's property; or shall make any general
          assignment for the benefit of creditors; or shall take any action in
          furtherance of any of the foregoing; or

     (e)  Any representation or warranty given to the Lender by Maker (or any of
          its representatives) in connection with entering into the Gaming
          Operations Consulting Agreement and/or any borrowing thereunder, or
          given by an Affiliate of Maker in connection with any agreement
          executed by an Affiliate of Maker in favor of Lender or any Affiliate
          of Lender, or required to be furnished under the terms thereof, shall
          prove untrue or misleading in any material respect (as determined by
          Lender in the exercise of its reasonable judgment) as of the time when
          given or shall fail to be true and correct in all material respects at
          any time during the term of the agreement; or

     (f)  Default by Maker in the performance by Maker of any of its covenants
          or commitments under the Gaming Operations Consulting Agreement or
          under any other agreement entered into with or in favor of Lender or
          any Affiliate of Lender, or default by Maker's Affiliate under any
          agreement executed by an Affiliate of Maker in favor of Lender or any
          Affiliate of Lender, which default is not cured by Maker or its
          Affiliate as applicable within the applicable cure period after
          written notice of default is delivered to Maker or its Affiliate; or

     (g)  The Gaming Operations Consulting Agreement shall be terminated by
          either the Maker or the Lender.

     7. Security. This Iowa Corp Note is secured by a security interest in the
Collateral granted by Maker to Lender pursuant to the Gaming Operations
Consulting Agreement, including standard and customary dominion account
agreements/security agreements/mortgages or deed of trust necessary to evidence
and perfect Lender's liens on such Collateral.

     8. Presentment Waiver. Maker, all endorsers and guarantors hereby waive to
the fullest extent permitted by law presentment, demand, protest, notice of
protest, notice of dishonor and notice of any other kind (except as specifically
required herein) in connection with this Iowa Corp Note.

     9. Remedies Cumulative. The remedies of the Lender, as provided in this
Iowa Corp Note and any other related documents, shall be cumulative and
concurrent and may be pursued singularly, successively or together, at the sole
discretion of the Lender, and may be exercised as often as occasion therefor
shall occur; and the failure to exercise any such right or remedy shall in no


                                       -3-

<PAGE>

event be construed as a waiver or release thereof.

     10. Business Purpose. MAKER DOES HEREBY ATTEST, CERTIFY, REPRESENT, WARRANT
AND COVENANT THAT NO COLLATERAL SECURITY WITH RESPECT TO THIS IOWA CORP NOTE IS
USED OR IS INTENDED TO BE USED BY MAKER AS A DWELLING OR AS A HOME AND THAT THE
EXTENSION OF CREDIT AND PROCEEDS OF THIS TRANSACTION ARE SOLELY TO BE USED FOR
COMMERCIAL AND BUSINESS PURPOSES, AND NOT FOR AGRICULTURAL, PERSONAL, CONSUMER,
FAMILY OR HOUSEHOLD PURPOSES, AND MAKER ACKNOWLEDGES THAT THIS ATTESTATION,
CERTIFICATION, REPRESENTATION, WARRANTY AND COVENANT HAS BEEN RELIED UPON BY THE
LENDER.

     11. Collection Expenses. Maker agrees to pay all costs and out-of-pocket
expenses (including, but not limited to, reasonable attorneys' fees and
expenses) incurred by Lender in connection with the collection or enforcement of
this Iowa Corp Note.

     12. Applicable Law. This Iowa Corp Note shall be construed in accordance
with and governed by the internal laws and decisions of the State of Oklahoma,
without giving effect to its choice of law principles.

     13. Savings Clause. The parties hereto intend and believe that each
provision of this Iowa Corp Note comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision or provisions, or
if any portion of any provision or provisions of this Iowa Note is found by a
court of law to be in violation of any applicable local, state or federal
ordinance, statute law, administrative or judicial decision, or public policy,
and if such court should declare such portion, provision or provisions of this
Iowa Corp Note to be illegal, invalid, unlawful, void or unenforceable as
written, then it is the intent of all parties hereto that such portion,
provision or provisions shall be given force to the fullest possible extent that
it or they are legal, valid and enforceable, that the remainder of this Iowa
Corp Note shall be construed as if such illegal, invalid, unlawful, void or
unenforceable portion, provision or provisions were not contained herein, and
that the rights, obligations and interest of Maker and holder hereof under the
remainder of this Iowa Corp Note shall continue in full force and effect.

     14. Amendment. No modification, waiver, amendment, discharge or change of
this Iowa Corp Note shall be valid unless the same is in writing and signed by
the party against which the enforcement of such modification, waiver, amendment,
discharge or change is sought.

     15. Time is Material. Time is hereby declared to be of the essence of this
Iowa Corp Note and of every part hereof, and the time and schedule requirements
set forth herein are material terms of this Iowa Corp Note.

     16. Successors and Assigns. This Iowa Corp Note shall inure to the benefit
of and shall be binding on the parties hereto and their respective successors
and assigns. Any reference to the


                                       -4-

<PAGE>

Lender shall be deemed to include and apply to every subsequent holder of this
Iowa Corp Note.

     17. Notice. Any notice, demand, request or other communication which any
party hereto may be required or may desire to give hereunder shall be given in
accordance with Section 11.2 of the Gaming Operations Consulting Agreement.

     18. Dispute Resolution Limited Waiver of Sovereign Immunity. Maker and
Lender agree that any dispute in connection with this Iowa Corp Note shall be
subject to the dispute resolution procedures and limited waiver of sovereign
immunity contained in Article 10 of the Gaming Operations Consulting Agreement,
the terms of which are incorporated by reference herein.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


                                       -5-

<PAGE>

     IN WITNESS WHEREOF, Maker has caused this Iowa Corp Note to be executed and
delivered as of the date first above written.

                                        MAKER:

                                        IOWA TRIBE OF OKLAHOMA
                                        a federally-chartered corporation


                                        By: /s/ Phoebe O'Dell
                                            ------------------------------------
                                        Name: Phoebe O'Dell
                                              ----------------------------------
                                        Title: Chairman
                                               ---------------------------------


                                        By: /s/ Eugene Big Soldier Jr.
                                            ------------------------------------
                                        Name: Eugene Big Soldier Jr.
                                              ----------------------------------
                                        Title: Secretary
                                               ---------------------------------

    [Signature Page to Iowa Corp Note in favor of Lakes Iowa Consulting, LLC]

<PAGE>

                                   Schedule A
                             (Schedule of Advances)
</TEXT>
</DOCUMENT>
