<DOCUMENT>
<TYPE>EX-10.145
<SEQUENCE>80
<FILENAME>c92713exv10w145.txt
<DESCRIPTION>FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit 10.145

                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("AMENDMENT") dated as
of June 2, 2005, by and among LAKES CALIFORNIA LAND DEVELOPMENT, INC., LAKES
ENTERTAINMENT, INC., LAKES SHINGLE SPRINGS, INC., LAKES JAMUL, INC., LAKES KAR
SHINGLE SPRINGS, L.L.C., LAKES KEAN ARGOVITZ RESORTS-CALIFORNIA, L.L.C. (each an
"Original Secured Party" and collectively, the "Original Secured Parties"),
LAKES PAWNEE CONSULTING, LLC, LAKES PAWNEE MANAGEMENT, LLC, LAKES KICKAPOO
CONSULTING, LLC, LAKES KICKAPOO MANAGEMENT, LLC, LAKES IOWA CONSULTING, LLC,
LAKES IOWA MANAGEMENT, LLC, (each an " Additional Secured Party", collectively
the "Additional Secured Parties" and collectively with the Original Secured
Parties, the "Secured Parties") and KEVIN M. KEAN, a resident of the state of
Nevada (the "Debtor").

                                    RECITALS:

     WHEREAS, Debtor and the Original Secured Parties have entered into that
certain Loan and Security Agreement dated as of January 30, 2003 (as amended
from time to time, the "Security Agreement"); capitalized terms used but not
otherwised defined herein shall have the meanings set forth in the Security
Agreement; and

     WHEREAS, Debtor, Lakes Pawnee Consulting, LLC and Lakes Pawnee Mangement,
LLC have entered into that certain Consulting Agreement of even date herewith
(as amended from time to time, the "Pawnee Consulting Agreement"); and

     WHEREAS, Debtor, Lakes Kickapoo Consulting, LLC and Lakes Kickapoo
Management, LLC have entered into that certain Consulting Agreement of even date
herewith (as amended from time to time, the "Kickapoo Consulting Agreement");
and

     WHEREAS, Debtor, Lakes Iowa Consulting, LLC and Lakes Iowa Management, LLC
have entered into that certain Consulting Agreement of even date herewith (as
amended from time to time, the "Iowa Consulting Agreement");

     WHEREAS, to induce the Additional Secured Parties to enter into the
above-referenced Pawnee Consulting Agreement, Kickapoo Consulting Agreement and
Iowa Consulting Agreement, as applicable, each of the parties to this First
Amendment have agreed to amend the Security Agreement pursuant to the terms and
conditions contained herein.

                                   AGREEMENTS:

     NOW, THEREFORE, in consideration of the foregoing premises and for good and
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Security Agreement as follows:

<PAGE>

     1. Parties. The list of Parties on page one of the Security Agreement is
hereby amended to add the following entities:

LAKES PAWNEE CONSULTING, LLC
130 Cheshire Lane
Minnetonka, MN 55305                                           ("Secured Party")

LAKES PAWNEE MANAGEMENT, LLC
130 Cheshire Lane
Minnetonka, MN 55305                                           ("Secured Party")

LAKES KICKAPOO CONSULTING, LLC
130 Cheshire Lane
Minnetonka, MN 55305                                           ("Secured Party")

LAKES KICKAPOO MANAGEMENT, LLC
130 Cheshire Lane
Minnetonka, MN 55305                                           ("Secured Party")

LAKES IOWA CONSULTING, LLC
130 Cheshire Lane
Minnetonka, MN 55305                                           ("Secured Party")

LAKES IOWA MANAGEMENT, LLC
130 Cheshire Lane
Minnetonka, MN 55305                                           ("Secured Party")

     2. Amendment of Definitions - Loan Documents and Secured Obligations. The
first sentence of Section 2 of the Security Agreement is hereby amended by
inserting the phrase "the Pawnee Consulting Agreement, the Kickapoo Consulting
Agreement and the Iowa Consulting Agreement," immediately following the existing
phrase "each of the KARSS Note and the KAR Note (as respectively defined in the
Buyout Agreements)," as set forth therein in order to specifically include such
consulting agreements within the scope of the term "Loan Documents" as set forth
therein. The term "Loan Documents" is used in the Security Agreement to further
define the term "Secured Obligations" as used therein and accordingly, the
foregoing amendment also has the effect of including the Debtor's obligations
under such consulting agreements within the term Secured Obligations. As used
above and elsewhere in the Security Agreement, the terms "Pawnee Consulting
Agreement," "Kickapoo Consulting Agreement" and "Iowa Consulting Agreement"
shall each have the meanings assigned to such terms in the Recitals to this
First Amendment.

     Notwithstanding the foregoing or any contrary term or provision set forth
herein, in the Buyout Agreements or in the Security Agreement, each of the
Secured Parties and Debtor acknowledges and agrees:

          (a) that no fees, income or other Rights to Payment owing by a Secured
     Party to Debtor under the Pawnee Consulting Agreement, the Kickapoo
     Consulting Agreement or


                                        2

<PAGE>

     the Iowa Consulting Agreement (collectively, the "Kean Oklahoma/Texas
     Fees") shall be applied to the payment of or constitute Collateral for any
     Secured Obligations owing by Debtor to any Secured Party under or with
     respect to any contracts related to gaming projects with either the Shingle
     Springs Band of Miwok Indians or the Jamul Indian Village. Debtor
     acknowledges that such limitation shall not apply to Kean Residential Loan
     Obligations, which obligations shall be secured by the Kean Oklahoma/Texas
     Fees; and

          (b) that an "event of default" by Debtor under the Buyout Agreements
     or any "Consulting Agreement" related to the gaming projects with either
     the Shingle Springs Band of Miwok Indians or the Jamul Indian Village shall
     not constitute an "event of default" under any of the Pawnee Consulting
     Agreement, the Kickapoo Consulting Agreement or the Iowa Consulting
     Agreement, and conversely, that an "event of default" by Debtor under any
     of the Pawnee Consulting Agreement, the Kickapoo Consulting Agreement or
     the Iowa Consulting Agreement shall not constitute an "event of default"
     under the Buyout Agreements or any "Consulting Agreement" related to the
     gaming projects with either the Shingle Springs Band of Miwok Indians or
     the Jamul Indian Village; and

          (c) that subject to the "50%" limitation set forth in Section 2 of the
     Buyout Agreements, the Secured Parties shall have the right to apply any
     Shingle Springs/Jamul Fees (as hereinafter defined) to the payment of any
     Obligations of Debtor owed to a Secured Party under or with respect to any
     of the Pawnee Consulting Agreement, the Kickapoo Consulting Agreement or
     the Iowa Consulting Agreement, whether prior to or after the occurrence of
     any event of default under the Loan Documents. As used herein, the term
     "Shingle Springs/Jamul Fees" shall mean any fees, income or other Rights to
     Payment owing by a Secured Party to Debtor under the Buyout Agreements or
     any "Consulting Agreement" related to the gaming projects with either the
     Shingle Springs Band of Miwok Indians or the Jamul Indian Village .

     3. Amendment of Definition - Rights to Payment. Section 2(a)(ii) is hereby
deleted in its entirety and replaced with the following:

          (ii) The term "Rights to Payment" shall mean each and all of the
     contract rights and rights to payment of the Debtor arising under each of
     the Buyout Agreements, the "Consulting Agreements" (as respectively defined
     in the Buyout Agreements), the Pawnee Consulting Agreement, the Kickapoo
     Consulting Agreement, the Iowa Consulting Agreement and under or arising
     from any consulting, broker or other agreement involving (1) either Kevin
     Kean or any affiliate of Kean in which he directly or indirectly owns an
     ownership interest or is a director, officer, employee or agent, and (2)
     any of the "Designated Tribes" (defined below) or with any Secured Party,
     together with all substitutions, replacements and amendments thereto, each
     whether now existing or hereafter arising.

          (iii) The term "Designated Tribes" shall mean any of the following:
     Shingle Springs Band of Miwok Indians, Jamul Indian Village, Pawnee Nation
     of Oklahoma,


                                        3

<PAGE>

     Iowa Tribe of Oklahoma, Kickapoo Traditional Tribe of Texas, and/or any
     instrumentality, subsidiary or other affiliate of any of such tribes.

     4. Exclusive Development Rights.

          a. Consulting Rights in Favor of Kean. Lakes Entertainment, Inc.
     ("Lakes Entertainment") agrees that so long as any loans and similar
     obligations of Debtor to Lakes Entertainment or any of its Affiliates
     remain owing and unpaid, Lakes shall grant Debtor the right to be a
     consultant to Lakes Entertainment with respect to each gaming project
     opportunity pursued by Lakes Entertainment or any of it s Affiliates in the
     State of Oklahoma (each an "Oklahoma Gaming Opportunity. Lakes shall
     promptly notify Debtor in writing of all Oklahoma Gaming Opportunities.
     From the date of receiving such notice, Debtor shall have thirty (30) days
     to consider the Oklahoma Gaming Opportunity and notify Lakes Entertainment
     whether he intends to accept such consulting engagement. In the event that
     Debtor declines such opportunity or fails to respond within such thirty
     (30) day period, Lakes Entertainment shall have the right to pursue such
     opportunity individually or with any other party. If Debtor shall accept
     such consulting engagement, then Debtor and Lakes Entertainment shall enter
     into a consulting agreement with respect to such Oklahoma Gaming
     Opportunity on substantially the same terms and conditions as set forth in
     the Kickapoo Consulting Agreement. Lakes Entertainment shall have the right
     to assign its rights and obligations under this Section 5 to one or more of
     its subsidiaries.

          b. Development Rights in Favor of Lakes. Debtor agrees that so long as
     any debts and obligations of Debtor to Lakes Entertainment or any of its
     Affiliates remain owing and unpaid, Debtor shall grant Lakes Entertainment
     a right of first refusal to pursue or develop any gaming-related business
     opportunity made available to Debtor by any party (each a "Business
     Opportunity") on the same terms and conditions as offered to Debtor. Debtor
     shall promptly notify Lakes Entertainment in writing of all Business
     Opportunities together with all material terms and conditions. From the
     date of receiving such notice and all material information, Lakes
     Entertainment shall have thirty (30) days to consider the Business
     Opportunity and notify Debtor whether it intends to pursue the same. In the
     event that Lakes Entertainment declines such opportunity, Debtor shall have
     the right to pursue such opportunity individually or with any other party
     but may not do so on terms and conditions more favorable than those offered
     to Lakes Entertainment. If Debtor does not enter into a signed agreement
     with such unrelated third party regarding the Business Opportunity which
     has been declined by Lakes Entertainment within one (1) year of such
     declination, then Lakes' right of first refusal granted herein is
     reinstated for that opportunity. If Lakes Entertainment shall pursue the
     Business Opportunity, then Debtor shall be entitled to a fee with respect
     to such opportunity in an amount and subject to the same terms and
     conditions as are set forth in Section 6 of the Kickapoo Consulting
     Agreement. Lakes Entertainment shall have the right to assign its rights
     and obligations under this Section 5 to one or more of its subsidiaries.

     5. Definition of Affiliate. As used in the Security Agreement, the term
"Affiliate" shall mean with respect to any specified person or entity (a
"Person"), any other Person that directly or


                                        4

<PAGE>

indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with the specified Person; and for the purposes of this
definition, "control" (including the terms controlling, controlled by, or under
common control with) means the possession, direct or indirect, or the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, partnership or member
interests, by contract or otherwise.

     6. No Other Changes. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Security Agreement remain in full force and
effect.

     7. Representations and Warranties. Except as explicitly amended by this
Amendment, Debtor reaffirms that each of the Representations and Warranties
contained in the Security Agreement is correct on and as of the date hereof as
though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date.

     8. Counterparts. This Amendment may be executed in any number of
counterparts and by facsimile, and each such counterpart shall be considered an
original and all of which taken together shall constitute one and the same
instrument.

         [The remainder of this page has intentionally been left blank.]

                          (THE SIGNATURE PAGE FOLLOWS.)


                                        5

<PAGE>

     THE PARTIES have executed this First Amendment to Loan and Security
Agreement as of June 14, 2005.

SECURED PARTIES:
LAKES ENTERTAINMENT, INC.               LAKES SHINGLES SPRINGS, INC.


By: /s/ Timothy J. Cope                 By: /s/ Timothy J. Cope
    ---------------------------------       ------------------------------------
    Timothy J. Cope                         Timothy J. Cope
    Its: President                          Its: President


LAKES JAMUL, INC.                       LAKES CALIFORNIA LAND DEVELOPMENT, INC.


By: /s/ Timothy J. Cope                 By: /s/ Timothy J. Cope
    ---------------------------------       ------------------------------------
    Timothy J. Cope                         Timothy J. Cope
    Its: President                          Its: President


                                        LAKES KEAN ARGOVITZ RESORTS-CALIFORNIA,
LAKES KAR-SHINGLE SPRINGS, L.L.C.       L.L.C.

By: Lakes Shingle Springs, Inc.         By: Lakes Shingle Springs, Inc.
Its: Member                             Its: Member


By: /s/ Timothy J. Cope                 By: /s/ Timothy J. Cope
    ---------------------------------       ------------------------------------
    Timothy J. Cope                         Timothy J. Cope
    Its: President                          Its: President


LAKES PAWNEE CONSULTING, LLC            LAKES PAWNEE MANAGEMENT, LLC


By: /s/ Timothy J. Cope                 By: /s/ Timothy J. Cope
    ---------------------------------       ------------------------------------
    Timothy J. Cope                         Timothy J. Cope
    Its: President                          Its: President


LAKES KICKAPOO CONSULTING, LLC          LAKES KICKAPOO MANAGEMENT, LLC


By: /s/ Timothy J. Cope                 By: /s/ Tmothy J. Cope
    ---------------------------------       ------------------------------------
    Timothy J. Cope                         Timothy J. Cope
    Its: President                          Its: President


LAKES IOWA CONSULTING, LLC              LAKES IOWA MANAGMENT, LLC


By: /s/ Timothy J. Cope                 By: /s/ Timothy J. Cope
    ---------------------------------       ------------------------------------
    Timothy J. Cope                         Timothy J. Cope
    Its: President                          Its: President


DEBTOR:


                                        /k/ Kevin M. Kean
                                        ----------------------------------------
                                        KEVIN M. KEAN
</TEXT>
</DOCUMENT>
