-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 COGne/85IDqLKaXJfOd24f5rHrEJj2G+LvdMABZW7wjqCKrcYgvDXmBkwOm+7lr1
 iahDquTAt2V6aBCk6PVYYg==

<SEC-DOCUMENT>0000950134-05-023628.txt : 20051221
<SEC-HEADER>0000950134-05-023628.hdr.sgml : 20051221
<ACCEPTANCE-DATETIME>20051221163925
ACCESSION NUMBER:		0000950134-05-023628
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20051215
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051221
DATE AS OF CHANGE:		20051221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LAKES ENTERTAINMENT INC
		CENTRAL INDEX KEY:			0001071255
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
		IRS NUMBER:				411913991
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24993
		FILM NUMBER:		051278999

	BUSINESS ADDRESS:	
		STREET 1:		130 CHESHIERE LANE
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55305
		BUSINESS PHONE:		6124499092

	MAIL ADDRESS:	
		STREET 1:		130 CHESHIRE LANE
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55305

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LAKES GAMING INC
		DATE OF NAME CHANGE:	19980929
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c00956e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>




<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT</B></DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported): December&nbsp;15, 2005</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>Lakes Entertainment, Inc.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Minnesota
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">0-24993
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">41-1913991</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of<BR>
incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">130 Cheshire Lane, Minnetonka, Minnesota
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">55305</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of principal executive offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: (952)&nbsp;449-9092</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Not Applicable<BR>
(Former name or former address, if changed since last report)</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))</TD>
</TR>

</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">Item&nbsp;1.01 Entry into a Material Definitive Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Item&nbsp;2.02 Results of Operations and Financial Condition</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">Item&nbsp;9.01. Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">Exhibit&nbsp;Index</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w1.txt">Loan Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w2.txt">Note by Lakes Entertainment, Inc. and Lakes Poker Tour, LLC</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w3.txt">Common Stock Purchase Warrant</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w4.txt">Registration Rights Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w5.txt">Guaranty</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w6.txt">Guaranty Security Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv10w7.txt">Stock Pledge Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv99w1.txt">Press Release</A></TD></TR>
<TR><TD colspan="9"><A HREF="c00956exv99w2.txt">Press Release</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<!-- link1 "Item&nbsp;1.01 Entry into a Material Definitive Agreement" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;16, 2005, Lakes closed on a $20&nbsp;million financing facility with the Lyle Berman
Family Partnership (the &#147;Partnership&#148;) pursuant to the terms and conditions of a Loan Agreement
dated as of December&nbsp;15, 2005, but effective as of December&nbsp;16, 2005, among Lakes Entertainment,
Inc. (&#147;Lakes or the &#147;Company&#148;), Lakes Poker Tour, LLC and the Partnership. An initial draw of $10
million was made under the facility on December&nbsp;16, 2005, and the remaining $10&nbsp;million can be
drawn in $5&nbsp;million increments over time as needed. Any funds drawn under the facility bear
interest at the rate of 12% per annum and are due and payable on the third anniversary of the first
advance drawn. No commitment fees, closing fees or loan servicing fees were assessed or paid in
connection with the facility. Lakes may prepay the facility in whole or in part without penalty.
Lyle Berman, Lakes&#146; Chairman and Chief Executive Officer, does not have an ownership or other
beneficial interest in the Partnership. Neil Sell, a Director of Lakes, is one of the trustees of
the irrevocable trusts that are the partners in the Partnership.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financing facility is secured by substantially all of the personal property of Lakes and
its subsidiaries other than WPT Enterprises, Inc. (&#147;WPTE&#148;), including all fees or rights to cash
flow from Lakes&#146; casino projects, as well as by its real property located at 130 Cheshire Lane,
Minnetonka, Minnesota (which is the location of the Company&#146;s principal offices), its real estate
mortgage from the Pokagon Band and its shares of WPTE pursuant to the terms and conditions of a
Security Agreement dated as of December&nbsp;15, 2005, but effective as of December&nbsp;16, 2005 among
Lakes, Lakes Poker Tour, LLC and the Partnership. The financing facility is
also guaranteed by various Lakes subsidiaries (&#147;Subsidiaries&#148;) other than WPTE pursuant to the terms and conditions of a Guaranty
by the Subsidiaries in favor of the Partnership; a Guaranty Security Agreement among Lakes, the
Subsidiaries and the Partnership; and a Stock Pledge Agreement
between Lakes Poker Tour, LLC and the
Partnership, each dated as of December&nbsp;15, 2005, but effective as of December&nbsp;16, 2005. The
facility permits Lakes to separately sell up to 3.5&nbsp;million WPTE shares without application of the
proceeds from such sale to pay down draws under the financing facility so long as the per share
price of WPTE shares does not fall below $3.00 per share, in which case the pro rata portion of the
proceeds shall be applied to the financing facility based upon the difference between the share
price and the minimum share price of $3.00. The sale of WPTE shares above 3.5&nbsp;million shares will
trigger mandatory prepayment of the financing facility.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In consideration for the financing facility, Lakes issued to the Partnership warrants for the
purchase of up to 2&nbsp;million shares of its common stock at a purchase price of $7.88 per share that
expire in December&nbsp;2012. The warrants contain customary demand and piggyback registration rights
for the shares of common stock underlying the warrants. The warrants will not become exercisable
if Lakes&#146; borrowings under the facility do not exceed $10&nbsp;million in the aggregate and all amounts
owed under the facility are repaid in full on or before February&nbsp;28, 2006. In addition, Lakes
agreed to use its best efforts to cause WPTE to file a registration statement by no later than
April&nbsp;15, 2006 thus allowing for the possible resale of all WPTE shares pledged by Lakes to the
Partnership. If Lakes were to sell more than the 3.5&nbsp;million shares of WPTE, such proceeds would
first be used to pay down the financing facility. Lakes has agreed to pay substantially all of the
costs incurred in the preparation and filing of such registration statement.
A copy of the press release relating to the financing is attached as Exhibit&nbsp;99.1 to this Form 8-K.
</DIV>

<P align="center" style="font-size: 10pt">2
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "Item&nbsp;2.02 Results of Operations and Financial Condition" -->
<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2.02 Results of Operations and Financial Condition.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On December&nbsp;19, 2005, Lakes Entertainment, Inc. issued a press release, announcing that on
December&nbsp;16, 2005 it filed its Quarterly Reports on Form 10-Q for each of the three quarterly
periods ended April&nbsp;3, 2005, July&nbsp;3, 2005 and October&nbsp;2, 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A copy of the press release relating to the announcement is furnished as Exhibit&nbsp;99.2 to this
Form 8-K.
</DIV>
<!-- link1 "Item&nbsp;9.01. Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Not Applicable</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Not Applicable</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibits</TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Loan Agreement dated as of the December&nbsp;15, 2005 among Lakes Entertainment, Inc., a
Minnesota corporation, Lakes Poker Tour, LLC, a Minnesota limited
liability company, and
Lyle Berman Family Partnership, a Minnesota general partnership (without exhibits or
schedules).</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Note dated December&nbsp;15, 2005 by Lakes Entertainment, Inc. and Lakes Poker Tour, LLC in
favor of Lyle Berman Family Partnership.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Common Stock Purchase Warrant dated December&nbsp;15, 2005 by Lakes Entertainment, Inc. in
favor of Lyle Berman Family Partnership.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Registration Rights Agreement dated as of December&nbsp;16, 2005, among WPT Enterprises,
Inc., a Delaware corporation, Lakes Entertainment, Inc., and Lakes Poker Tour, LLC.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Guaranty Agreement dated December&nbsp;15, 2005 by various
subsidiaries of Lakes Entertainment, Inc.
in favor of Lyle Berman Family Partnership.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.6</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Guaranty Security Agreement dated December&nbsp;15, 2005
among Lakes Entertainment, Inc.,
various subsidiaries of Lakes Entertainment, Inc., and Lyle Berman Family Partnership.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.7</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Stock Pledge Agreement dated December&nbsp;15, 2005 by Lakes
Poker Tour, LLC in favor of Lyle Berman Family Partnership.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Lakes Entertainment, Inc. Press Release dated December&nbsp;16, 2005.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Lakes Entertainment, Inc. Press Release dated December&nbsp;19, 2005.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
</DIV>

<P align="center" style="font-size: 10pt">3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><FONT style="font-variant: SMALL-CAPS">LAKES ENTERTAINMENT, INC.</FONT><BR>
(Registrant)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: December 21, 2005&nbsp;</TD>

<TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/&nbsp;Timothy J. Cope
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD colspan="2" align="left">Timothy J. Cope&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD colspan="2" align="left">President and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<!-- link1 "Exhibit&nbsp;Index" -->
<DIV align="left"><A NAME="003"></A></DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT&nbsp;INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Loan Agreement dated as of the December&nbsp;15, 2005 among Lakes Entertainment, Inc., a
Minnesota corporation, Lakes Poker Tour, LLC, a Minnesota limited
liability company, and
Lyle Berman Family Partnership, a Minnesota general partnership (without exhibits or
schedules).</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Note dated December&nbsp;15, 2005
by Lakes Entertainment, Inc. and Lakes Poker Tour, LLC in
favor of Lyle Berman Family Partnership.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Common Stock Purchase Warrant dated December&nbsp;15, 2005 by Lakes Entertainment, Inc. in
favor of Lyle Berman Family Partnership.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated as of December&nbsp;16, 2005, among WPT Enterprises,
Inc., a Delaware corporation, Lakes Entertainment, Inc., and Lakes Poker Tour, LLC.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guaranty Agreement dated
December&nbsp;15, 2005 by various subsidiaries of Lakes Entertainment, Inc.
in favor of Lyle Berman Family Partnership.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Guaranty Security Agreement dated
December&nbsp;15, 2005 among Lakes Entertainment, Inc.,
various subsidiaries of Lakes Entertainment, Inc., and Lyle Berman Family Partnership.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.7
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Stock Pledge Agreement dated
December&nbsp;15, 2005 by Lakes
Poker Tour, LLC in favor of Lyle Berman Family Partnership.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lakes Entertainment, Inc. Press Release dated December&nbsp;16, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Lakes Entertainment, Inc. Press Release dated December&nbsp;19, 2005.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c00956exv10w1.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT ("Agreement"), dated as of the December 15, 2005, is
made and entered into on the terms and conditions hereinafter set forth, by and
between LAKES ENTERTAINMENT, INC., a Minnesota corporation ("LE") and LAKES
POKER TOUR, LLC, a Minnesota limited liability company ("LPT," and together with
LE, the "Borrowers" and each a "Borrower") and LYLE BERMAN FAMILY PARTNERSHIP, a
Minnesota general partnership ("Lender").

                                    RECITALS

      WHEREAS, the Borrowers have requested that Lender make available to
Borrowers term loans in the aggregate principal amount of up to Twenty Million
Dollars ($20,000,000.00) on the terms and conditions hereinafter set forth, and
for the purpose(s) hereinafter set forth; and

      WHEREAS, in order to induce Lender to provide the requested financial
accommodations to Borrowers, Borrowers have made certain representations to
Lender; and

      WHEREAS, Lender, in reliance upon the representations and inducements of
Borrowers, has agreed to fund the Loans, all upon the terms and conditions
hereinafter set forth.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the agreement of Lender to make the
Loans, the mutual covenants and agreements hereinafter set forth, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrowers and Lender hereby agree as follows:

                                    ARTICLE I

                                    THE LOANS

      Section 1.1 Loans; Promissory Note; Disbursement of Tranche II Loans.
Subject to the terms and conditions of this Agreement, the Lender shall make a
single advance to the Borrowers on the date of this Agreement in the maximum
amount of $10,000,000 (the "Tranche I Loan") to fund the development of the LE's
current portfolio of Native American gaming projects and to be used by the
Borrowers for their general operational liquidity. Upon the Borrowers'
satisfaction of the Tranche II Conditions, the Lender shall, upon the Borrowers'
request as set forth in subpart (a) of this Section, to make additional advances
to the Borrowers (the "Tranche II Loans"), with the aggregate amount of all such
Tranche II

<PAGE>

Loans not to exceed $10,000,000. The Tranche I Loan and the Tranche II Loans
shall be referred to collectively as the "Loans." The maximum amount of all
Loans made by the Lender hereunder shall not exceed $20,000,000. The Loans shall
be evidenced by a promissory note in the original principal amount of Twenty
Million Dollars ($20,000,000.00), substantially in the form of Exhibit A
attached hereto and incorporated herein by this reference (together with any
amendments, modifications, renewals and/or restatements thereof and/or any notes
in payment thereof, the "Note"), dated as of the date of this Agreement,
executed by Borrowers, in favor of Lender. The Loans shall be payable in
accordance with the terms of the Note and shall be secured by the Collateral.
Each of the Note, this Agreement and any other instruments and documents
executed by Borrowers, now or hereafter evidencing, securing or in any way
related to the indebtedness evidenced by the Note is herein individually
referred to as a "Loan Document" and together are collectively referred to as
the "Loan Documents." For purposes of this Agreement, "Collateral" shall mean
(a) all of the Borrowers' and any Guarantor's personal property, including but
not limited to, all of the Borrowers' accounts, inventory, investment property,
chattel paper, equipment, general intangibles, and intellectual property, (b)
all of the LPT's stock in WPT Enterprises, Inc., (c) a first mortgage lien on
LE's real property located at 130 Cheshire Lane in Plymouth, Minnesota, (d) a
pledge of the indebtedness to LE secured by a real estate mortgage from the
Pokagon Tribe and (e) such other assets as determined by the Lender to be
necessary to support the financial accommodations contemplated hereunder.

            (a) Procedures for Requesting the Tranche II Loans. The Borrowers
      shall request a Tranche II Loan not later than 11 a.m., Minneapolis,
      Minnesota time on the business day on which such Tranche II Loan is to be
      made. Unless otherwise agreed by the Lender, any request for a Tranche II
      Loan shall be in an increment of $5,000,000. The aggregate amount of all
      Tranche II Loans shall not exceed $10,000,000. The Borrowers' request for
      a Tranche II Loan shall be deemed to be a representation by the Borrowers
      that the conditions set forth in Article IV have been satisfied as of the
      time of the request and that the Borrowers have satisfied the Tranche II
      Conditions.

            (b) Tranche II Conditions. The Lender shall have no obligation to
      make any Tranche II Loan to the Borrowers unless all of the following
      conditions (the "Tranche II Conditions") are satisfied:

                  (i) All of the conditions set forth in Article IV are
            satisfied.

                  (ii) The Borrowers are in compliance with all terms of the
            Loan Documents.

                  (iii) The Borrowers deliver the following documents to the
            Lender, each in form and substance acceptable to the Lender in its
            sole discretion:

                        (A) A title insurance commitment, in form and substance
                  acceptable to the Lender, related to the Mortgage referenced
                  in subpart (B) herein.

                                       2

<PAGE>

                        (B) Copies of all insurance policies held by the
                  Borrowers, together with (1) as to the Borrowers' property
                  insurance policies, evidence of lender's loss payable
                  endorsement, in a form reasonably satisfactory to the Lender,
                  showing the Lender as an additional loss payee, and (2) as to
                  the Lender's liability insurance policies, evidence that the
                  Lender is listed as an additional insured and, as to both
                  subparts (C)(1) and (C)(2), such endorsements shall specify
                  that the respective insurer must give at least thirty (30)
                  days notice to the Lender before canceling its policy for any
                  reason.

                        (C) An ALTA Policy of Title Insurance, with such
                  endorsements as Lender may require, issued by a company and in
                  form and substance satisfactory to Lender, in such amount as
                  Lender shall require, insuring Lender's lien on the real
                  property collateral required hereby to be of first priority,
                  subject only to such exceptions as Lender shall approve in its
                  discretion, with all costs thereof to be paid by Borrowers.

                        (D) A resolution of each Borrower and Guarantor's
                  directors authorizing, as to each Borrower, the borrowing and,
                  as to each Guarantor, the guaranty of the Tranche II Loan.

                  (iv) An appraisal of the Mortgaged Property setting forth the
            market value of the Mortgaged Property in an amount satisfactory to
            Lender. Such appraisal shall be by a qualified appraiser or
            appraisers and in form and amount acceptable to Lender.

      Section 1.2 Prepayment. Borrowers may prepay the indebtedness evidenced by
the Note, together with accrued interest thereon, in whole or in part at any
time and from time to time, without penalty. Amounts prepaid to the Lender
cannot be re-borrowed.

      Section 1.3 Additional Funds. Lender will not be obligated to fund any
amounts under the Loan Agreement after the date hereof if Borrowers have not
paid all taxes, assessments and governmental charges of any kind payable by them
as such taxes, assessments and charges become due and before any penalty shall
be imposed.

      Section 1.4. Agreement Regarding Pledge of WPT Stock; Registration Rights.
To further secure its obligations to the Lender hereunder, LPT shall enter into
a pledge agreement pursuant to which LPT shall pledge all of its shares in WPT
Enterprises, Inc. ("WPT") to the Lender. Borrowers have, on or about the date
hereof, entered into a Registration Rights Agreement with WPT in the form
attached hereto as Exhibit B (the "Registration Rights Agreement"). In
connection with the pledge of such shares, (i) WPT, by signing the
acknowledgement below, agrees as follows in connection with the registration of
the shares, and (ii) Borrowers agree to use their best efforts to facilitate the
registration of the shares as follows:

                                       3

<PAGE>

            (a) Registration Statement. Subject to the terms, conditions and
      limitations set forth in this Section 1.4 and the Registration Rights
      Agreement, WPT will use its commercially reasonable efforts to (a) file a
      registration statement with the Securities and Exchange Commission (the
      "SEC") on the appropriate form (the "Registration Statement"), or before
      April 15, 2006 (the date such Registration Statement is filed, the "Filing
      Date") to allow the resale under the Securities Act of 1933, as amended
      (the "Securities Act") of the shares of WPT common stock being pledged by
      LPT to secure its obligations hereunder and under any other Loan Document
      (the "Registrable Securities"), and to have such Registration Statement
      declared effective by the SEC prior to the date which is 90 days after the
      Filing Date (the "Registration Effective Date"); and (b) cause such
      Registration Statement to remain effective (the "Registration Period")
      until the earliest of (i) the second anniversary of the Filing Date; (ii)
      the date on which all Registrable Securities may be sold by the holder
      thereof pursuant to Rule 144(k) of the Securities Act; and (iii) such time
      as all Registrable Securities registered under the Registration Statement
      have been sold (A) pursuant to a registration statement; (B) to or through
      a broker, dealer or underwriter in a public distribution or a public
      securities transaction; and/or (C) in a transaction exempt from the
      registration and prospectus delivery requirements of the Securities Act
      under Section 4(1) thereof so that all transfer restrictions and
      restrictive legends with respect thereto, if any, are removed upon the
      consummation of such sale. To the extent permissible, such Registration
      Statement also shall include, or subsequently be amended to include, to
      the extent allowable under the Securities Act and the rules promulgated
      thereunder (including Rule 416 under the Securities Act), such
      indeterminate number of additional shares of Common Stock resulting from
      stock splits, stock dividends or similar transactions with respect to the
      Registrable Securities.

            (b) Expenses. All expenses incurred by the Borrowers and WPT in
      complying with this Section 1.4, including, without limitation, all
      registration, qualification and filing fees, printing expenses, escrow
      fees, fees and expenses of counsel for the Borrowers and WPT, blue sky
      fees and expenses and the expense of any special audits incident to or
      required by any such registration shall be borne by the Borrowers and/or
      WPT, with expenses to be allocated between WPT and the Borrowers as
      provided in the Registration Rights Agreement. All underwriting discounts
      and selling commissions applicable to the sale of Registrable Securities,
      if any, and all fees and expenses of legal counsel for any holder of
      Registrable Securities shall be borne by such holder.

            (c) Actions by WPT. In the case of the registration, qualification,
      exemption or compliance effected by WPT contemplated by this Agreement,
      WPT shall, upon reasonable request, inform each holder of Registrable
      Securities as to the status of such registration, qualification, exemption
      and compliance. WPT shall use its commercially reasonable efforts to:

                                       4

<PAGE>

                  (i) keep such registration, and any qualification, exemption
            or compliance under state or federal securities laws which the WPT
            determines to obtain, continuously effective until the termination
            of the Registration Period;

                  (ii) advise the holders of Registrable Securities as soon as
            practicable:

                        (A) when the Registration Statement or any amendment
                  thereto has been filed with the SEC and when the Registration
                  Statement or any post-effective amendment thereto has become
                  effective;

                        (B) of the issuance by the SEC of any stop order
                  suspending the effectiveness of the Registration Statement or
                  the initiation of any proceedings for such purpose;

                        (C) of the receipt by either Borrower or WPT of any
                  notification with respect to the suspension of the
                  qualification of the Registrable Securities included therein
                  for sale in any jurisdiction or the initiation or threatening
                  of any proceeding for such purpose; and

                        (D) of the happening of any event that requires the
                  making of any changes in the Registration Statement or the
                  prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading (which notice will be accompanied by an instruction
                  to suspend the use of the prospectus until such changes have
                  been made);

                  (iii) obtain the withdrawal of any order suspending the
            effectiveness of any Registration Statement at the earliest possible
            time;

                  (iv) furnish to each holder of Registrable Securities, without
            charge, at least one copy of such Registration Statement and any
            post-effective amendment thereto, including financial statements and
            schedules, and, if such holders so request in writing, all exhibits
            (including those incorporated by reference) in the form filed with
            the SEC;

                  (v) during the Registration Period, deliver to each holder of
            Registrable Securities, without charge, as many copies of the
            prospectus included in such Registration Statement and any amendment
            or supplement thereto as such holder may reasonably request; and WPT
            consents to the use,

                                        5

<PAGE>

            consistent with the provisions hereof, of the prospectus or any
            amendment or supplement thereto by each of the holder of Registrable
            Securities in connection with the offering and sale of the
            Registrable Securities covered by the prospectus or any amendment or
            supplement thereto;

                  (vi) prior to any public offering of Registrable Securities
            pursuant to the Registration Statement, register or qualify or
            obtain an exemption for offer and sale under the securities or blue
            sky laws of such jurisdictions as any holders of Registrable
            Securities reasonably request in writing, provided that WPT shall
            not for any such purpose be required to qualify generally to
            transact business as a foreign corporation in any jurisdiction where
            it is not so qualified or to consent to general service of process
            in any such jurisdiction, and do any and all other acts or things
            reasonably necessary or advisable to enable the offer and sale in
            such jurisdictions of the Registrable Securities covered by such
            Registration Statement in the sole discretion of WPT;

                  (vii) to the extent permitted under applicable rules and
            regulations promulgated under the Securities Act, cooperate with the
            holders of Registrable Securities to facilitate the timely
            preparation and delivery of certificates representing Registrable
            Securities to be sold pursuant to any Registration Statement free of
            any restrictive legends to the extent not required at such time and
            in such denominations and registered in such names as holders of
            Registrable Securities may request at least five (5) business days
            prior to sales of Registrable Securities pursuant to such
            Registration Statement;

                  (viii) upon the occurrence of any event contemplated by
            Section 1.4(c)(ii)(D) above, promptly prepare a post-effective
            amendment to the Registration Statement or a supplement to the
            related prospectus, or file any other required document so that, as
            thereafter promptly delivered to purchasers of the Registrable
            Securities included therein, the prospectus will not include any
            untrue statement of a material fact or omit to state any material
            fact necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading; and

                  (ix) comply with all applicable rules and regulations of the
            SEC, and make generally available to WPT's security holders not
            later than 45 days (or 90 days if the fiscal quarter is the fourth
            fiscal quarter) after the end of its fiscal quarter in which the
            first anniversary date of the Registration Effective Date occurs, an
            earnings statement satisfying the provisions of Section 11(a) of the
            Securities Act.

                                        6

<PAGE>

      Notwithstanding the foregoing, it shall be a condition precedent to the
      obligations of WPT to take any action pursuant to paragraphs (c)(i)
      through (c)(ix) of this Section 1.4, that each holder of Registrable
      Securities shall furnish to WPT such information regarding itself, the
      Registrable Securities to be sold by such holder and the intended method
      of disposition of such Registrable Securities as shall be required to
      effect the registration of the Registrable Securities, all of which
      information shall be furnished to WPT in writing specifically for use in
      the Registration Statement.

            (d) Holders. The holders of Registrable Securities shall have no
      right to take any action to restrain, enjoin or otherwise delay any
      registration pursuant to Section 1.4(a) hereof as a result of any
      controversy that may arise with respect to the interpretation or
      implementation of this Agreement.

            (e) Indemnification.

                  (i) To the extent permitted by law, each Borrower and WPT
            shall jointly and severally indemnify each holder of Registrable
            Securities with respect to (A) any registration, qualification or
            compliance has been effected pursuant to this Agreement, against all
            claims, losses, damages and liabilities (or actions in respect
            thereof), including any of the foregoing incurred in settlement of
            any litigation, commenced or threatened (subject to Section
            1.4(e)(iii) below), arising out of or based on any untrue statement
            (or alleged untrue statement) of a material fact contained in the
            Registration Statement, or any amendment or supplement thereof,
            incident to any such registration, qualification or compliance, or
            based on any omission (or alleged omission) to state therein a
            material fact required to be stated therein or necessary to make the
            statements therein not misleading, in light of the circumstances in
            which they were made, or (B) any violation or alleged violation by
            either Borrower or WPT of the Securities Act, the Exchange Act, or
            any rule or regulation promulgated under the Securities Act, or the
            Exchange Act, and will reimburse each Holder for reasonable legal
            and other expenses reasonably incurred in connection with
            investigating or defending any such claim, loss, damage, liability
            or action as incurred; provided, however, that neither the Borrowers
            nor WPT will be liable in any such case to the extent that any such
            claim, loss, damage, liability or action arises out of, relates to
            or is based upon any untrue statement or omission or allegation
            thereof is made in reliance upon and in conformity with written
            information furnished to the Borrowers or WPT by or on behalf of
            such holder and stated to be specifically for use in preparation of
            such Registration Statement, prospectus or offering circular.

                  (ii) Each holder of Registrable Securities will severally, if
            Registrable Securities held by such holder are included in the
            Registrable Securities as to which such registration, qualification
            or compliance is being effected, indemnify the Borrowers and WPT, as
            applicable, each of their

                                       7

<PAGE>

            respective directors and officers, each underwriter of the
            Registrable Securities and each person who controls the Borrowers
            and WPT within the meaning of Section 15 of the Securities Act,
            against all claims, losses, damages and liabilities (or actions in
            respect thereof), including any of the foregoing incurred in
            settlement of any litigation, commenced or threatened (subject to
            Section 1.4(3)(iii) below), arising out of or based on any untrue
            statement (or alleged untrue statement) of a material fact contained
            in any registration statement, prospectus or offering circular, or
            any amendment or supplement thereof, incident to any such
            registration, qualification or compliance, or based on any omission
            (or alleged omission) to state therein a material fact required to
            be stated therein or necessary to make the statements therein not
            misleading, in light of the circumstances in which they were made,
            and will reimburse the Borrowers and WPT, such directors and
            officers, each underwriter of the Registrable Securities and each
            person controlling the Borrowers and WPT for reasonable legal and
            any other expenses reasonably incurred in connection with
            investigating or defending any such claim, loss, damage, liability
            or action as incurred, in each case to the extent, but only to the
            extent, that such untrue statement or omission or allegation thereof
            is made in reliance upon and in conformity with written information
            furnished to the Borrowers or WPT by or on behalf of such holder and
            stated to be specifically for use in preparation of such
            registration statement, prospectus or offering circular.

                  (iii) Each party entitled to indemnification under this
            Section 1.4(e) (the "Indemnified Party") shall give notice to the
            party required to provide indemnification (the "Indemnifying Party")
            promptly after such Indemnified Party has actual knowledge of any
            claim as to which indemnity may be sought, and shall permit the
            Indemnifying Party to assume the defense of any such claim or any
            litigation resulting therefrom, provided that counsel for the
            Indemnifying Party, who shall conduct the defense of such claim or
            litigation, shall be approved by the Indemnified Party (whose
            approval shall not unreasonably be withheld), and the Indemnified
            Party may participate in such defense at such Indemnified Party's
            expense, and provided further that the failure of any Indemnified
            Party to give notice as provided herein shall not relieve the
            Indemnifying Party of its obligations under this Agreement, unless
            such failure is materially prejudicial to the Indemnifying Party in
            defending such claim or litigation. An Indemnifying Party shall not
            be liable for any settlement of an action or claim effected without
            its written consent (which consent will not be unreasonably
            withheld).

                  (iv) If the indemnification provided for in this Section
            1.4(e) is held by a court of competent jurisdiction to be
            unavailable to an Indemnified Party with respect to any loss,
            liability, claim, damage or expense referred to therein, then the
            Indemnifying Party, in lieu of indemnifying such Indemnified Party
            thereunder, shall contribute to the amount paid or payable

                                       8

<PAGE>

            by such Indemnified Party as a result of such loss, liability,
            claim, damage or expense in such proportion as is appropriate to
            reflect the relative fault of the Indemnifying Party on the one hand
            and of the Indemnified Party on the other in connection with the
            statements or omissions which resulted in such loss, liability,
            claim, damage or expense as well as any other relevant equitable
            considerations. The relative fault of the Indemnifying Party and of
            the Indemnified Party shall be determined by reference to, among
            other things, whether the untrue or alleged untrue statement of a
            material fact or the omission to state a material fact relates to
            information supplied by the Indemnifying Party or by the Indemnified
            Party and the parties' relative intent, knowledge, access to
            information and opportunity to correct or prevent such statement or
            omission. The Borrowers, WPT and the holders of Registrable
            Securities agree that it would not be just and equitable if
            contribution pursuant to this Section 1.4(e)(iv) was based solely
            upon the number of entities from whom contribution was requested or
            by any other method of allocation which does not take account of the
            equitable considerations referred to above in this Section
            1.4(e)(iv). The amount paid or payable by an Indemnified Party as a
            result of the losses, claims, damages and liabilities (or actions in
            respect thereof) referred to above in this Section 1.4(e)(iv) shall
            be deemed to include any legal or other expenses reasonably incurred
            by such Indemnified Party in connection with investigating or
            defending any such action or claim, subject to the provisions of
            Section 1.4(e)(iv) hereof. The parties agree that it would not be
            just and equitable if contributions pursuant to this Section 1.4(e)
            were determined by pro rata allocation or by any other method of
            allocation which does not take account of the equitable
            considerations as set forth in this Section 1.4(e). Notwithstanding
            the provisions of this Section 1.4(e)(iv), in no event shall a
            holder of Registrable Securities be required to contribute any
            amount or make any other payments under this Agreement which in the
            aggregate exceed the net proceeds received by such holder from the
            sale of Registrable Securities covered by such Registration
            Statement. No Person guilty of fraudulent misrepresentation (within
            the meaning of the Securities Act) shall be entitled to contribution
            from any person who was not guilty of such fraudulent
            misrepresentation.

            (f) Holders of Registrable Securities.

                  (i) Each holder of Registrable Securities shall agree that,
            upon receipt of any notice from either Borrower or WPT (A) of the
            need for an amendment or supplement to the Registration Statement or
            the prospectus forming a part thereof, (B) that the board of
            directors of WPT has determined in good faith that offers and sales
            pursuant to the prospectus forming part of the Registration
            Statement should not be made by reason of the presence of material
            undisclosed circumstances or developments with respect to which the
            disclosure that would be required in the Registration Statement
            would be

                                       9

<PAGE>

            premature or would have a material adverse effect, or (C) in
            connection with a primary underwritten offering of equity securities
            of WPT, each holder of Registrable Securities will forthwith
            discontinue disposition of Registrable Securities pursuant to the
            Registration Statement contemplated by Section 1.4(a) until its
            receipt of copies of the supplemented or amended prospectus from WPT
            or confirmation of the filing of such report with the SEC by WPT,
            any such prospectus to be forwarded promptly to the holder of
            Registrable Securities by WPT, and, if so directed by WPT, each
            holder of Registrable Securities shall deliver to WPT all copies,
            other than permanent file copies then in such holder's possession,
            of the prospectus covering such Registrable Securities current at
            the time of receipt of such notice; provided, however, that WPT, may
            suspend the disposition of Registrable Securities pursuant to the
            Registration Statement pursuant to clause (ii) above not more than
            one time (not to exceed 30 days) during any three month period, nor
            more than three times (not to exceed 30 days each) in any
            twelve-month period.

                  (ii) As a condition to the inclusion of its Registrable
            Securities, each holder of Registrable Securities shall furnish to
            WPT such information regarding such holder and the distribution
            proposed by such holder as WPT may reasonably request in writing or
            as shall be required in connection with any registration,
            qualification or compliance referred to in this Section 1.4.

            (g) Public Information. With a view to making available to the
      holders of Registrable Securities the benefits of certain rules and
      regulations of the SEC that at any time permit the sale of the Registrable
      Securities to the public without registration, WPT shall use commercially
      reasonable efforts to:

                  (i) make and keep public information available, as those terms
            are understood and defined in Rule 144 under the Securities Act, at
            all times;

                  (ii) file with the SEC in a timely manner all reports and
            other documents required of the Borrowers under the Exchange Act;
            and

                  (iii) so long as a holder of Registrable Securities owns any
            unregistered Registrable Securities, furnish to such holder, upon
            any reasonable request, a written statement by WPT as to its
            compliance with Rule 144 under the Securities Act, and of the
            Exchange Act, a copy of the most recent annual or quarterly report
            of WPT, and such other reports and documents of WPT as such holder
            may reasonably request in availing itself of any rule or regulation
            of the SEC allowing such holder to sell any such securities without
            registration.

            (h) [Intentionally omitted].

                                       10

<PAGE>

            (i) WPT will use its commercially reasonable efforts to cause all
      Registrable Securities covered by the Registration Statement to be listed
      on each securities exchange, interdealer quotation system or other market
      on which similar securities issued by WPT are then listed.

            (j) With the written consent of the Borrowers, WPT and the holders
      of at least a majority of the Registrable Securities that are then
      outstanding, any provision of this Section 1.4 may be waived (either
      generally or in a particular instance, either retroactively or
      prospectively and either for a specified period of time or indefinitely)
      or amended. Upon the effectuation of each such waiver or amendment, the
      Borrowers shall promptly give written notice thereof to the holders of
      Registrable Securities, if any, who have not previously received notice
      thereof or consented thereto in writing.

      Section 1.5 The Warrants. As additional consideration for the financial
accommodations provided by the Lender hereunder, LE shall, as of the date of
this Agreement, issue warrants (the "Warrants"), exercisable into 2 million
shares of the LE's common stock, subject to anti-dilution provisions set forth
in Warrants. The Warrants shall have a strike price equal to the weighted
average price of the LE's common stock for the five (5) days preceding the date
of this Agreement and shall expire upon the date that is five years from the
date of this Agreement. Among other things, the Warrants shall provide for
demand and piggyback registration rights satisfactory to the Lender. The Lender
and the Borrowers further agree that if the Borrowers borrow no more than
$10,000,000 hereunder and prepays such amount in full by February 28, 2006, the
Warrants shall be terminated. If, at any time, the borrowings hereunder exceed
$10,000,000 or if any amounts remain unpaid after February 28, 2006, the
Warrants shall remain in full force and effect until their expiration on the
date that is five years from that date of this Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      Section 2.1 Borrowers' Representations. To induce the Lender to make the
Loans, each Borrower hereby represents and warrants, and continues to warrant
and represent so long as any Loan is outstanding, as follows:

            (a) Corporate Status. LE is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Minnesota;
      and has the corporate power to own and operate its properties, to carry on
      its business as now conducted and to enter into and to perform its
      obligations under this Agreement and the other Loan Documents to which it
      is a party. LPT is a limited liability company duly organized, validly
      existing and in good standing under the laws of the State of Minnesota and
      has the corporate power to own and operate its properties, to carry on its
      business as now conducted and to enter into and to perform its obligations
      under this Agreement and the other Loan Documents to which it is a party.
      Each Borrower is duly qualified to do business and in good standing in
      each state where it owns

                                       11

<PAGE>

      property or conducts business and where the failure to so qualify would
      have a material adverse effect on such Borrower.

            (b) Authority to Execute. The execution, delivery and performance by
      the Borrower of the Loan Documents are within its corporate powers, have
      been duly authorized by all necessary corporate action, and do not and
      will not conflict with any provision of law, Borrower's organizational
      documents, or any contractual restriction binding upon or affecting
      Borrower or any of its property, and need no further consent. The
      officer(s) executing this Agreement, the Note and all of the other Loan
      Documents to which Borrower is a party are duly authorized to act on
      behalf of Borrower.

            (c) Capital Structure. Schedule 2.1(c)(i), attached hereto and made
      a part hereof, constitutes a true and complete list of all rights to
      acquire ownership interests and an organizational chart showing the
      ownership structure of all subsidiaries and affiliates. As of December 15,
      2005, Borrower has 22,299,909 shares of stock outstanding. All of the
      outstanding shares of the Borrower were duly authorized, validly issued
      and fully paid and nonassessable. Other than those listed on Schedule
      2.1(c)(ii) attached hereto, there are no outstanding subscriptions,
      options, warrants, calls, contracts, demand commitments, conversion rights
      or other agreements or arrangements of any character or nature whatever
      under which the Borrower is or may be obligated to issue its securities of
      any class or series. No holder of any security is entitled to any
      preemptive or similar rights to purchase any securities of the Borrower.

            (d) Validly and Binding Effect. This Agreement is, and the other
      Loan Documents when delivered hereunder will be, legal, valid and binding
      obligations of Borrower, enforceable against Borrower in accordance with
      their respective terms.

            (e) Governmental Approval. No consent of, or filing with, any
      governmental authority or court, including, without limitation, any
      bankruptcy court is required on the part of Borrower in connection with
      the execution, delivery or performance of any Loan Documents.

            (f) Licenses and Permits. The Borrower holds all certificates,
      authorizations, licenses and permits necessary to carry on business as
      presently conducted in each jurisdiction in which it is carrying on such
      business.

            (g) Financial Statements. The financial statements of Borrower,
      copies of which have been furnished to the Lender, have been prepared in
      conformity with generally accepted accounting principles consistently
      applied and present fairly the financial condition of the Borrower as of
      such date, and the results of its operations for the financial period then
      ended, except for the lack of footnotes and any necessary year-end
      adjustments in the case of unaudited statements, and since such date,
      there has been no materially adverse change in such financial condition.

                                       12

<PAGE>

            (h) Litigation. Except as set forth in Schedule 2.1(h), no
      litigation or governmental proceeding is pending or threatened against the
      Borrower or any of its properties, which may have a materially adverse
      effect on the financial conditions or operations of such persons. No
      bankruptcy proceeding is pending or threatened against the Borrower.

            (i) Title to Assets. Borrower has and will have good and marketable
      title to all assets used in connection with its business, and none of such
      assets is subject to any mortgage, pledge, lien, security interest or
      encumbrance of any kind, except for current taxes not delinquent, and
      except as has been disclosed in writing on Schedule 2.1(i) attached
      hereto.

            (j) Taxes. Borrower has filed all federal and state income and
      excess profit tax returns which are required to be filed, and, except as
      disclosed on Schedule 2.1(j) attached hereto, has paid all taxes shown on
      such returns to be due and all other tax assessments received by them to
      the extent that such assessments have become due.

            (k) ERISA. No Plan (as that term is defined in the Employees'
      Retirement Income Security Act of 1974 ("ERISA")) of Borrower which is
      subject to Part 3 of Subtitle B of Title 1 of ERISA had an accumulated
      funding deficiency (as such term is defined in ERISA) as of the last day
      of the most recent fiscal year of such Plan ended prior to the date
      hereof, or would have had such an accumulated funding deficiency on such
      date if such year were the first year of such Plan, and no material
      liability to the Pension Benefit Guaranty Corporation has been, or is
      expected by the Borrower to be, incurred with respect to any such Plan.

            (l) Defaults. The Borrower is not in default in the payment of
      principal or interest on any indebtedness for borrowed money nor in
      default under any instrument or agreement under or subject to which any
      indebtedness for borrowed money has been issued, and no event has occurred
      and is continuing which, with or without the lapse of time or the giving
      of notice, or both, constitutes or would constitute an event of default
      under any such instrument or agreement or an Event of Default hereunder.

            (m) Compliance With Law. Except as disclosed in the Borrower's
      filings under the Securities Act of 1934, the Borrower is not in default
      in any material respects under or in violation of any law, statute, rule
      or regulation, order, writ, judgment, injunction, decree or award.

            (n) No Conflicts. Consummation of the transactions hereby
      contemplated and the performance of the obligations of Borrower under and
      by virtue of the Loan Documents will not result in any breach of, or
      constitute a default under, any mortgage, security deed or agreement, deed
      of trust, lease, bank loan or credit agreement, corporate charter or
      bylaws, agreement or certificate of limited partnership, partnership
      agreement, license, franchise or any other instrument or agreement to
      which Borrower is a party or by which Borrower or its respective

                                       13

<PAGE>

      properties may be bound or affected or to which Borrower has not obtained
      an effective waiver.

                                   ARTICLE III

                                    COVENANTS

      Section 3.1 Affirmative Covenants. So long as the Note shall remain unpaid
or outstanding hereunder, each Borrower will, unless the Lender shall give its
prior written consent:

            (a) Financial Reporting. Furnish to the Lender: (i) as soon as
      available and in any event within 30 days after the end of each quarter,
      statements of income and retained earnings of the Borrower for the period
      commencing at the end of the previous fiscal year and ending with the end
      of such month, certified by the chief financial officer of the Borrower
      and in a format reasonably acceptable to the Lender; (ii) as soon as
      available and in any event within 90 days after the end of each fiscal
      year of the Borrower, on a separate and consolidated basis, an audited
      balance sheet, statement of income and expenses, and a statement of cash
      flows, all in reasonable detail, in form and substance satisfactory to the
      Lender and reviewed by an independent certified public accountant in
      accordance with generally accepted accounting principles, showing the
      results of the operations of the Borrower for such fiscal year; and (iii)
      such other information concerning the conditions or operations, financial
      or otherwise, of the Borrower as the Lender from time to time reasonably
      may request.

            (b) Notification of Default. Notify the Lender as promptly as
      practicable (but in any event not later than 10 Business Days) after
      Borrower obtains knowledge of: (i) the occurrence of any event which
      constitutes an Event of Default or which would constitute an Event of
      Default with the passage of time or the giving of notice or both; or (ii)
      the commencement of any litigation or governmental proceedings of any type
      which could materially adversely affect the financial condition or
      business operations of the Borrower.

            (c) Keeping of Financial Records and Books of Account. Maintain
      proper financial records in accordance with generally accepted accounting
      principles consistently applied which fully and correctly reflect all
      financial transactions and all assets and liabilities of the Borrower.

            (d) Maintenance of Insurance. Maintain such insurance with reputable
      insurance carriers as is normally carried by companies in Borrower's line
      of business. The Borrower will provide the Lender from time to time upon
      request with evidence of the insurance policies in force.

                                       14

<PAGE>

            (e) Maintenance of Assets. Maintain and preserve all of its assets,
      necessary or useful in the proper conduct of its business, in good working
      order and condition, ordinary wear and tear excepted.

            (f) Real Estate Related Documents. As soon as practicable after the
      date of this Agreement and to the extent in existence and obtainable by
      LE, the Borrower shall provide the Lender with the copies of the following
      documents:

                  (i) A recent survey of the mortgaged property, prepared and
            fully certified by a registered land surveyor, containing the legal
            description of the real property subject to the Mortgage (the
            "Mortgaged Property"), and showing lot lines of the Mortgaged
            Property, building and parking setback lines, right-of-way lines of
            adjoining streets, utilities, easements (whether appurtenant to or
            encumbering the Mortgaged Property) by book and page or document
            number and the dimensions thereof, encroachments on and from the
            Mortgaged Property, access to public streets and highways, and other
            encumbrances on or under the Mortgaged Property and disclosing all
            unsatisfactory survey conditions.

                  (ii) The most current Phase I environmental audit report from
            a qualified environmental contractor or consultant certified to
            Lender showing that the Mortgaged Property is free from hazardous
            waste and/or pollutants.

            (g) Payment of Taxes. Pay all taxes, assessments and governmental
      charges of any kind payable by it as such taxes, assessments and charges
      become due and before any penalty shall be imposed, except as Borrower
      shall contest in good faith and by appropriate proceedings providing such
      reserves as are required by generally accepted accounting principles.

            (h) Compliance with ERISA. Cause each retirement plan of the
      Borrower that is subject to the provisions of ERISA in all material
      respects to comply with and be administered in accordance with those
      provisions of ERISA which are applicable to such plan.

            (i) Preservation of Existence. Preserve and maintain its corporate
      existence, rights, franchises and privileges.

            (j) Compliance with Laws. Comply with any and all laws and
      regulations and authorizations necessary or required in order to conduct
      its business and affairs, where the failure to so comply would have a
      material adverse effect on the Borrower and its business and affairs,
      including but not limited to, laws, regulations, decrees and orders
      applicable to intellectual property, environmental, occupational and
      health standards and controls, antitrust, monopoly, restraint of trade,
      building, zoning, land-use, and ecological standards and controls, and
      hold

                                       15

<PAGE>

      Lender harmless from any and all liability which the Lender may incur as a
      result of Borrower's failure to so comply with any such law, regulation,
      or ordinance described above; and continue to hold all governmental
      licenses and permits, all franchising and all other authorities necessary
      to conduct its business and to use its properties in the manner in which
      they will be used.

      Section 3.2. Negative Covenants. So long as the Note shall remain unpaid
or outstanding hereunder, each Borrower will not, unless the Lender shall give
its prior written consent:

            (a) Transactions with Affiliates. Engage after the date hereof, in
      any transaction (including without limitation loans or financial
      accommodations of any kind) with any Affiliate if such transaction is on
      terms less favorable to the Borrower than would be obtained from
      disinterested third parties.

            (b) Real Property. The Borrower shall not, and shall cause each
      Guarantor to not, transfer or encumber (either voluntarily or
      involuntarily) any interest in real property, provided, however, the
      Borrower may (a) grant liens on a particular parcel of property for the
      purpose of obtaining financing to support construction on such parcel of
      property and (b) transfer ownership of parcels of real property to
      individual Native American tribes for the purpose of facilitating casino
      construction financing so long as the Borrower promptly assigns to the
      Lender each such note receivable it receives from such Native American
      tribe, pursuant to assignment documents satisfactory to the Lender.

            (c) WPT Stock. LPT shall not sell any of its shares of stock in WPT
      unless permitted under this Section 3.2(c). LPT shall be permitted to sell
      up to 3,500,000 shares of its WPT stock and the Lender agrees to release
      its security interest in such shares on the Borrowers' request, subject to
      this Section 3.2(c). So long as the share price of WPT stock sold is at
      least $3.00 per share (the "Minimum Share Price"), any proceeds obtained
      from the sale of WPT stock as permitted hereunder need not be applied to
      the outstanding Loans hereunder. If the share price of WPT stock sold is
      less than the Minimum Share Price, a pro rata portion of any proceeds
      obtained by LPT from the sale of WPT stock as permitted hereunder will be
      applied to the outstanding Loans based on the difference between the share
      price upon sale and the Minimum Share Price. By way of example, if LPT
      sells 10,000 shares of WPT stock at the share price of $2.50 per share for
      the sale price of $25,000, $5,000 of the sale proceeds (the difference
      between the sale of such stock at the Minimum Share Price ($30,000) and
      the sale price ($25,000)) shall be applied to the outstanding Loans. If
      LPT sells an aggregate amount of shares of WPT stock in excess of
      3,500,000 shares, in order to obtain a release of the Lender's security
      interest in the WPT stock subject to the sale, LPT shall apply any and all
      proceeds obtained from the sale of such WPT stock to the outstanding Loans
      hereunder.

                                       16

<PAGE>

            (d) Guarantees Except as provided herein, neither Borrower shall
      enter into an agreement to guaranty or agree to guaranty any indebtedness.
      LE may enter into an agreement to guaranty indebtedness incurred by Native
      American tribes to the extent such guaranty agreements are entered into in
      the ordinary course of LE's development of its casino-related business.

                                   ARTICLE IV

                              CONDITIONS TO LENDING

      Section 4.1 Conditions Precedent to Loans. The obligation of Lender to
make any Loan hereunder is subject to the fulfillment of each of the following
conditions:

            (a) Each Borrower shall have performed and complied in all material
      respects with all of the covenants, agreements, obligations and conditions
      required by this Agreement.

            (b) The Borrowers shall have delivered the following documents to
      the Lender, each in form and substance acceptable to the Lender:

                  (i) This Agreement, duly executed by each Borrower.

                  (ii) The Note executed by Borrowers, substantially in the form
            of Exhibit A attached hereto.

                  (iii) The Warrants, substantially in the form of Exhibit B to
            this Agreement.

                  (iv) [Intentionally omitted].

                  (v) The Security Agreement, substantially in the form of
            Exhibit C to this Agreement, duly executed by the Borrowers,
            granting the Lender a first priority security interest in all of the
            Borrowers' personal property.

                  (vi) The Mortgage, Security Agreement, Fixture Financing
            Statement and Assignment of Leases and Rents, in form and substance
            acceptable to the Lender, covering LE's interest in real property
            located at 130 Cheshire Lane in Plymouth, Minnesota (the
            "Mortgage").

                  (vii) An ADA Indemnification Agreement executed by Borrowers
            and in favor of Lender.

                  (viii) An Environmental Indemnification Agreement executed by
            Borrowers in favor of Lender.

                  (ix) A guaranty agreement (the "Guaranty"), duly executed by
            each affiliate and subsidiary listed on Schedule 2.1(c)(i) of this
            Agreement (such

                                       17

<PAGE>

            affiliates and subsidiaries referred to herein as the "Guarantors"
            and each a Guarantor) and substantially in the form of Exhibit D to
            this Agreement.

                  (x) A guarantor security agreement (the "Guarantor Security
            Agreement"), duly executed by each Guarantor and substantially in
            the form of Exhibit E to this Agreement.

                  (xi) A stock pledge agreement, duly executed by LPT, of LPT's
            shares of WPT Enterprises, Inc., substantially in the form of
            Exhibit F to this Agreement, along with such other documents deemed
            necessary by the Lender to evidence the pledge of LPT's interest in
            WPT Enterprises, Inc.

                  (xii) Current searches of the appropriate filing offices
            showing that (i) no liens have been filed and remain in effect
            against the Borrowers or the Guarantors except liens permitted under
            the terms of this Agreement and (ii) the Lender has duly filed all
            financing statements necessary to perfect the security interest in
            the Collateral, to the extent such security interest is capable of
            being perfected by filing.

                  (xiii) A certificate of each Borrower's secretary or assistant
            secretary certifying that attached to such certificate are (i)
            resolutions of the Borrower's directors authorizing the execution,
            delivery and performance of the Loan Documents, (ii) true and
            complete copies of the Borrower's bylaws and certificate of
            incorporation, or as applicable, limited liability company agreement
            and articles of organization, and (iii) examples of the signatures
            of the Borrower's officers or agents authorized to execute and
            deliver the Loan Documents to the Lender.

                  (xiv) A certificate of the State of Minnesota, certifying that
            the Borrower is in compliance with all applicable organizational
            requirements of the State of Minnesota.

                  (xv) Evidence that the Borrower is duly licensed or qualified
            to transact business in Minnesota.

                  (xvi) As to each Guarantor, certificates of such Guarantor's
            secretary or assistant secretary certifying that attached to such
            certificate are (i) resolutions of such guarantor's members or
            officers, as applicable, authorizing the execution, delivery and
            performance of the Guaranty and the Guarantor Security Agreement,
            (ii) true and complete copies of such guarantor's corporate
            organizational documents, and (iii) examples of the signatures of
            the officers or agents authorized to execute and deliver, as
            appropriate, the Guaranty and the Guarantor Security Agreement to
            the Lender.

                                       18

<PAGE>

                  (xvii) As each Guarantor, certificates from the state of such
            Guarantor's organization, certifying that such Guarantor is in
            compliance with all applicable organizational requirements of such
            state.

                  (xviii) As to each Guarantor, evidence that such Guarantor is
            duly licensed or qualified to transact business in the state of its
            organization.

                  (xix) such other documents or certificates and completion of
            such other matters as the Lender may deem necessary or appropriate.

                                    ARTICLE V

                              DEFAULT AND REMEDIES

      Section 5.1 Events of Default. The occurrence of any of the following
shall constitute an Event of Default hereunder:

            (a) Any misrepresentation by any Borrower as to any material matter
      hereunder or under any of the other Loan Documents, or delivery by any
      Borrower of any schedule, statement, resolution, report, certificate,
      notice or writing to Lender that is untrue in any material respect on the
      date as of which the facts set forth therein are stated or certified; or
      any failure of any Borrower in any material respect to perform any of its
      other obligations, covenants or agreements under this Agreement, the Note
      or any of the other Loan Documents;

            (b) Any Borrower (i) shall generally not pay or shall generally be
      unable to pay its debts as such debts become due (provided, however, that
      so long as such Borrower is not otherwise in default hereunder, any
      payment of ordinary course of business trade payables incurred on or after
      the date hereof within one hundred and twenty days (120) days of their due
      date shall not constitute a default under this subsection 5.1(c)(i)); or
      (ii) shall make an assignment for the benefit of creditors or petition or
      apply to any tribunal for the appointment of a custodian, receiver or
      trustee for it or a substantial part of its assets; or (iii) shall
      commence any proceeding under any bankruptcy, reorganization, arrangement,
      readjustment of debt, dissolution or liquidation law or statute of any
      jurisdiction, whether now or hereafter in effect; or (iv) shall have had
      any such petition or application filed or any such proceeding commenced
      against it in which an order for relief is entered or an adjudication or
      appointment is made; or (v) shall suffer any such custodianship,
      receivership or trusteeship.;

            (c) Any Borrower shall be liquidated, dissolved, partitioned or
      terminated, or the charter thereof shall expire or be revoked;

                                       19

<PAGE>

            (d) A default or event of default shall occur under any of the other
      Loan Documents and, if subject to a cure right, such default or event of
      default shall not be cured within the applicable cure period.

      Section 5.2 Acceleration of Maturity: Remedies. Upon the occurrence of any
Event of Default described in subsection 5.1(b) and following any applicable
cure period, the indebtedness evidenced by the Note shall automatically be
immediately due and payable in full; and upon the occurrence of any other Event
of Default described above, Lender at any time thereafter may at its option
accelerate the maturity of the indebtedness evidenced by the Note without notice
of any kind, and Lender shall be immediately entitled to exercise any and all
rights and remedies possessed by Lender pursuant to the terms of the Note, all
of the other Loan Documents and law.

      Section 5.3 Remedies Cumulative; No Waiver. No right, power or remedy
conferred upon or reserved to Lender by this Agreement or any of the other Loan
Documents is intended to be exclusive of any other right, power or remedy, but
each and every such right, power and remedy shall be cumulative and concurrent
and shall be in addition to any other right, power and remedy given hereunder,
under any of the other Loan Documents or now or hereafter existing at law, in
equity or by statute. No delay or omission by Lender to exercise any right,
power or remedy accruing upon the occurrence of any Event of Default shall
exhaust or impair any such right, power or remedy or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein, and every right,
power and remedy given by this Agreement and the other Loan Documents to Lender
may be exercised from time to time and as often as may be deemed expedient by
Lender.

      Section 5.4 Proceeds of Remedies. Any or all proceeds resulting from the
exercise of any or all of the foregoing remedies shall be applied as set forth
in the Loan Document(s) providing the remedy or remedies exercised; if none is
specified, or if the remedy is provided by this Agreement, then as follows:

            (a) First, to the costs and expenses, including reasonable
      attorney's fees, incurred by Lender in connection with the exercise of its
      remedies;

            (b) Second, to the expenses of curing the default that has occurred,
      in the event that Lender elects, in its sole discretion, to cure the
      default that has occurred;

            (c) Third, to the payment of the obligations of Borrowers under the
      Loan Documents (the "Obligations"), including but not limited to the
      payment of the principal of and interest, to the extent that interest has
      accrued at the time of the application of the proceeds, on the
      indebtedness evidenced by the Note, in such order of priority as Lender
      shall determine in its sole discretion; and

            (d) Fourth, the remainder, if any, to Borrowers or to any other
      person lawfully thereunto entitled.

                                       20

<PAGE>

                                   ARTICLE VI

                                   TERMINATION

      Section 6.1 Termination of this Agreement. This Agreement shall remain in
full force and effect until the payment by Borrowers of all amounts owed to
Lender as expressly set forth in the Note and other Loan Documents, at which
time Lender shall cancel the Note and deliver the Loan Documents to Borrowers
and this Agreement and the obligations and restrictions imposed upon Borrowers
hereunder shall automatically be terminated.

                                  ARTICLE VII.

                                  MISCELLANEOUS

      Section 7.1 Performance By Lender. If Borrowers shall default in the
payment, performance or observance of any covenant, term or condition of this
Agreement, which default is not cured within any applicable cure period, then
Lender may, at its option, pay, perform or observe the same, and all payments
made or costs or expenses incurred by Lender in connection therewith (including
but not limited to reasonable attorney's fees), with interest thereon at the
highest default rate provided in the Note, shall be immediately repaid to Lender
by Borrowers and shall constitute a part of the Obligations. Lender shall
exercise its sole reasonable discretion in determining the necessity for any
such actions and of the amounts to be paid.

      Section 7.2 Successors and Assigns Included in Parties. Whenever in this
Agreement one of the parties hereto is named or referred to, the heirs, legal
representatives, successors, successors-in-title and assigns of such parties
shall be included, and all covenants and agreements contained in this Agreement
by or on behalf of Borrowers or by or on behalf of Lender shall bind and inure
to the benefit of their respective heirs, legal representatives,
successors-in-title and assigns, whether so expressed or not.

      Section 7.3 Costs and Expenses. The Borrowers agree jointly and severally
to pay reasonable costs and expenses incurred by Lender in connection with the
making of any Loan, including but not limited to filing fees, recording taxes
and reasonable attorneys' fees, promptly upon demand of Lender.

      Section 7.4 Assignment. The Note, this Agreement and the other Loan
Documents shall not be assigned except on the express written consent of the
parties hereto. Except as set forth herein, nothing in this Agreement shall
confer any claim, right, interest or remedy on any third party or inure to the
benefit of any third party.

      Section 7.5 Time of the Essence. Time is of the essence with respect to
each and every covenant, agreement and obligation of Borrowers hereunder and
under all of the other Loan Documents.

                                       21

<PAGE>

      Section 7.6 Severability. If any provision(s) of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.

      Section 7.7 Interest and Charges Not to Exceed Maximum Allowed by Law.
Anything in this Agreement, the Note or any other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of a Loan, acceleration of the maturity of the unpaid balance of the
Loans or otherwise, shall the interest and loan charges agreed to be paid to
Lender for the use of the money advanced or to be advanced hereunder exceed the
maximum amounts collectible under applicable laws in effect from time to time.
It is understood and agreed by the parties that, if for any reason whatsoever
the interest or loan charges paid or contracted to be paid by Borrowers in
respect of the indebtedness evidenced by the Note shall exceed the maximum
amounts collectible under applicable laws in effect from time to time, then ipso
facto, the obligation to pay such interest and/or loan charges shall be reduced
to the maximum amounts collectible under applicable laws in effect from time to
time, and any amounts collected by Lender that exceed such maximum amounts shall
be applied to the reduction of the principal balance of the indebtedness
evidenced by the Note and/or refunded to Borrowers so that at no time shall the
interest or loan charges paid or payable in respect of the indebtedness
evidenced by the Note exceed the maximum amounts permitted from time to time by
applicable law.

      Section 7.8 Article and Section Headlines; Defined Terms. Numbered and
titled article and section headings and defined terms are for convenience only
and shall not be construed as amplifying or limiting any of the provisions of
this Agreement.

      Section 7.9 Notices. Any and all notices, elections or demands permitted
or required to be made under this Agreement shall be in writing, signed by the
party giving such notice, election or demand and shall be delivered personally,
telecopied, telexed, or sent by certified mail or overnight via nationally
recognized courier service (such as Federal Express), to the other party at the
address set forth below, or at such other address as may be supplied in writing
and of which receipt has been acknowledged in writing. The date of personal
delivery, telecopy or telex or three (3) business days after the date of mailing
(or the next business day after delivery to such courier service), as the case
may be, shall be the date of such notice, election or demand. For the purposes
of this Agreement:

The Address of Lender is:           Lyle Berman Family Partnership
                                    One Hughes Center Drive
                                    Suite 101
                                    Las Vegas, NV  89109

The Address of Borrowers is:        Lakes Entertainment, Inc.
                                    Lakes Poker Tour, LLC
                                    Attention:  Timothy J. Cope
                                    130 Cheshire Lane, Suite 101

                                       22

<PAGE>

                                    Plymouth, MN, 55305
                                    Facsimile:  952-449-9353

      Section 7.10 Entire Agreement. This Agreement and the other written
agreements between Borrowers and Lender represent the entire agreement between
the parties concerning the subject matter hereof, and all oral discussions and
prior agreements are merged herein. The execution and delivery of this Agreement
and the other Loan Documents by Borrowers were not based upon any fact or
material provided by Lender, nor were Borrowers induced or influenced to enter
into this Agreement or the other Loan Documents by any representation,
statement, analysis or promise by Lender.

      Section 7.11 Governing Law and Amendments. This Agreement shall be
construed and enforced under the laws of the State of Minnesota applicable to
contracts to be wholly performed in such State. No amendment or modification
hereof shall be effective except in a writing executed by each of the parties
hereto.

      Section 7.12 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties to this Agreement in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

      Section 7.13 Construction and Interpretation. Should any provision of this
Agreement require judicial interpretation, the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction that a document is to be more strictly construed against
the party that itself or through its agent prepared the same, it being agreed
that Borrowers, Lender and their respective agents have participated in the
preparation hereof.

                                       23

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be executed by their duly authorized officers, as
of the day and year first above written.

                                             BORROWERS:

                                             LAKES ENTERTAINMENT, INC., a
                                             Minnesota corporation

                                      By /S/ TIMOTHY COPE
                                         ---------------------------------------
                                             Timothy Cope
                                             Its Chief Financial Officer

                                             LAKES POKER TOUR, LLC, a
                                             Minnesota limited liability company

                                      By /S/ TIMOTHY COPE
                                         ---------------------------------------
                                             Timothy Cope
                                             Its Chief Financial Officer

                                             LENDER:

                                             LYLE BERMAN FAMILY
                                             PARTNERSHIP

                                             By: /S/ DAVID REESE
                                                 -------------------------------
                                             Its TRUSTEE
                                                 -------------------------------

                                             By: /S/ STAN TAUBE
                                                 -------------------------------
                                             Its TRUSTEE
                                                 -------------------------------


Acknowledge and Agreed to as to Section 1.4:

WPT ENTERPRISES, INC.

By  /s/ Steven Lipscomb
Its  Chief Executive Officer

                                       24

<PAGE>

                             EXHIBITS AND SCHEDULES

            Exhibit A             Note

            Exhibit B             Warrant

            Exhibit C             Security Agreement

            Exhibit D             Guaranty

            Exhibit E             Guarantor Security Agreement

            Exhibit F             Stock Pledge Agreement

            Schedule 2.1(c)(i)    Ownership Interests and Organizational Chart

            Schedule 2.1(c)(ii)   Outstanding Arrangements Under Which Borrowers
                                  May Be Obligated to Issue Securities

            Schedule 2.1(h)       Litigation

            Schedule 2.1(i)       Permitted Liens

            Schedule 2.1(j)       Taxes
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c00956exv10w2.txt
<DESCRIPTION>NOTE BY LAKES ENTERTAINMENT, INC. AND LAKES POKER TOUR, LLC
<TEXT>
<PAGE>
                                                                    Exhibit 10.2

                                      NOTE

$20,000,000.00                                            Minneapolis, Minnesota
                                                               December 15, 2005

For value received, the undersigned, LAKES ENTERTAINMENT, INC., a Minnesota
corporation and LAKES POKER TOUR, LLC, a Minnesota limited liability company
(individually each a "Borrower" and collectively referred to herein as the
"Borrowers"), hereby jointly and severally promise to pay to the order of LYLE
BERMAN FAMILY PARTNERSHIP, a Minnesota general partnership (the "Lender"), at
its main office at One Hughes Center Drive, Suite 101, Las Vegas, NV 89109, or
at any other place designated at any time by the holder hereof, in lawful money
of the United States of America and in immediately available funds the principal
sum of TWENTY MILLION AND NO/100 Dollars ($20,000,000.00) or such amount as may
be due and owing to the Lender as Loans pursuant to the Loan Agreement by and
between the Borrowers and the Lender of even date herewith (as the same may from
time-to-time be amended, modified or restated, the "Loan Agreement"), which
principal amount shall, unless due earlier, be due and payable in one balloon
payment, together with all outstanding interest thereon, on December 15, 2008
(the "Maturity Date").

Interest shall accrue on the unpaid principal balance of this Note at a rate of
twelve percent (12.00%) per annum or, following and during the continuation of
an Event of Default, at fourteen percent (14.00%) per annum (with such rate
computed upon the actual number of days elapsed in a 360-day year).

Interest shall be payable in arrears from the date hereof until paid in full on
the last day of each calendar year, commencing December 31, 2006, and continuing
on the last day of each calendar year thereafter and at maturity (whether by
acceleration or otherwise) until this Note is paid in full; provided, however,
interest payments otherwise due and payable on the last day of each calendar
year shall be capitalized on the date otherwise due and owing, such that the
interest payment amount shall be added to the outstanding principal amount
hereunder.

This Note is the Note referred to in the Loan Agreement and is subject to all of
the agreements, terms and conditions contained in the Loan Agreement, which are
incorporated herein by reference. This Note may be prepaid only in accordance
with the terms of the Loan Agreement. Further, the Loan Agreement provides that
the Lender may, upon the occurrence of certain conditions accelerate the
payments due hereunder and demand payment in full prior to the Maturity Date.
All capitalized terms not otherwise defined herein shall have the meaning given
them in the Loan Agreement.

This Note is secured, among other things, pursuant to the Loan Agreement and the
Security Agreement and the Mortgage as such documents are therein defined, and
may now or hereafter be secured by one or more other security agreements,
mortgages, deeds of trust, assignments or other instruments or agreements.

<PAGE>

The Borrowers hereby jointly and severally agree to pay all costs of collection,
including reasonable attorneys' fees and legal expenses in the event this Note
is not paid when due, whether or not legal proceedings are commenced.

Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.

This Note has been delivered in the State of Minnesota and shall be construed
and enforced in accordance with the substantive laws of such state.

                                       LAKES ENTERTAINMENT, INC.

                                      By /s/ Timothy Cope
                                         ---------------------------------------
                                              Timothy Cope
                                       Its    Chief Financial Officer

                                       LAKES POKER TOUR, LLC

                                      By /s/ Timothy Cope
                                         ---------------------------------------
                                              Timothy Cope
                                       Its    Chief Financial Officer

                          [SIGNATURE PAGE TO TERM NOTE]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c00956exv10w3.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT
<TEXT>
<PAGE>

                                                                    Exhibit 10.3

           THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT

Warrant No.                                          Number of Shares: 2,000,000
                                                         (subject to adjustment)

Date of Issuance: DECEMBER 15, 2005

Original Issue Date (as defined in subsection 2(a)):
DECEMBER 15 , 2005

                            LAKES ENTERTAINMENT, INC.

                          COMMON STOCK PURCHASE WARRANT

                         (VOID AFTER DECEMBER 15, 2012)

      Lakes Entertainment, Inc., a Minnesota corporation (the "COMPANY"), for
value received, hereby certifies that LYLE BERMAN FAMILY PARTNERSHIP, A
MINNESOTA GENERAL PARTNERSHIP, or its registered assigns (the "REGISTERED
HOLDER"), is entitled, subject to the terms and conditions set forth below, to
purchase from the Company, at any time or from time to time on or after March 1,
2006 and on or before 5:00 p.m. (prevailing Minneapolis time) on December 15,
2012 (the "EXERCISE PERIOD"), Two Million (2,000,000) shares of Common Stock,
$0.01 par value per share, of the Company (the "COMMON STOCK"), at a purchase
price of $7.88 per share. The shares purchasable upon exercise of this Warrant,
and the purchase price per share, each as adjusted from time to time pursuant to
the provisions of this Warrant, are hereinafter referred to as the "WARRANT
SHARES" and the "PURCHASE PRICE," respectively. This Warrant is issued by the
Company under a Loan Agreement dated even with the Original Issue Date (the
"LOAN AGREEMENT"). Notwithstanding the foregoing, this Warrant and all of the
Registered Holder's rights hereunder shall terminate and be of no further force
or effective if,(i) the Company borrows no more than $10,000,000 under the Loan
Agreement and (ii) on or prior to February 28, 2006, the Company (i) has repaid
all amounts of principal and interest outstanding under the Loan Agreement.

      1. EXERCISE.

            (a) Exercise of Warrant. The Registered Holder may, at its option,
elect to exercise this Warrant, in whole or in part and at any time or from time
to time during the Exercise Period, by either:

                  (i) surrendering this Warrant, with the purchase form appended
hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at
the address set forth in Section 9(a) hereof, together with proper payment of
the aggregate Purchase Price, or the proportionate part thereof if this Warrant
is exercised in part, with payment for Warrant Shares made by certified or
official bank check payable to the order of the Company or by wire transfer of
immediately available funds; or

                  (ii) surrendering this Warrant, with the purchase form
appended hereto as Exhibit I duly executed by or on behalf of the Registered
Holder and indicating payment of the Purchase Price pursuant to the cashless
exercise procedure, at the address set forth in Section 9(a) hereof (a "CASHLESS
EXERCISE"). Such presentation and surrender shall be deemed a waiver of the
Registered Holder's obligation to pay the aggregate Purchase Price, or the
proportionate part thereof if this Warrant is exercised in part. In the event of
a Cashless Exercise, the Registered Holder shall exchange this Warrant for that
number of Warrant Shares subject to such Cashless Exercise multiplied by a
fraction, the numerator of which shall be the difference between the Fair Market
Value (as defined below) per share of Common Stock and the per share Purchase
Price then in effect, and the denominator of which shall be the Fair Market
Value per share of Common Stock.

<PAGE>

            (b) Exercise Date. Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the day on
which this Warrant shall have been surrendered to the Company as provided in
subsection 1(a) above (the "EXERCISE DATE"). At such time, the person or persons
in whose name or names any certificates for Warrant Shares shall be issuable
upon such exercise as provided in subsection 1(c) below shall be deemed to have
become the holder or holders of record of the Warrant Shares represented by such
certificates.

            (c) Issuance of Certificates. As soon as practicable after the
exercise of this Warrant in whole or in part, and in any event within 3 trading
days thereafter, the Company, at its expense, will cause to be issued in the
name of, and delivered to, the Registered Holder, or as the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes) may
direct:

                  (i) a certificate or certificates for the number of full
Warrant Shares to which the Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which the Registered Holder
would otherwise be entitled, cash in an amount determined pursuant to Section 3
hereof; and

                  (ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate on the
face or faces thereof for the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of Warrant Shares for which this Warrant
was so exercised.

      2. ADJUSTMENTS.

            (a) Adjustment for Stock Splits and Combinations. In the event the
Company, at any time or from time to time after the date on which this Warrant
was first issued (or, if this Warrant was issued upon partial exercise of, or in
replacement of, another warrant of like tenor, then the date on which such
original warrant was first issued) (the "ORIGINAL ISSUE DATE"), shall effect a
subdivision of the outstanding Common Stock, the Purchase Price then in effect
immediately before that subdivision shall be proportionately decreased. If the
Company shall at any time or from time to time after the Original Issue Date
combine the outstanding shares of Common Stock, the Purchase Price then in
effect immediately before the combination shall be proportionately increased.
Any adjustment under this paragraph shall become effective at the close of
business on the date the subdivision or combination becomes effective.

            (b) Adjustment for Certain Dividends and Distributions. In the event
the Company, at any time, or from time to time after the Original Issue Date,
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Purchase
Price then in effect by a fraction:

                  (i) the numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date; and

                  (ii) the denominator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution;
provided, however, that if such record date shall have been fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Purchase Price shall be recomputed accordingly as of the
close of business on such record date and thereafter the Purchase Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such
dividends or distributions.

                  (iii) Adjustment for Reorganization. If there shall occur any
reorganization, recapitalization, reclassification, consolidation or merger
involving the Company in which the Common Stock is converted into or exchanged
for securities, cash or other property (collectively, a "REORGANIZATION"), then,

                                       -2-
<PAGE>

following such Reorganization, the Registered Holder shall receive upon exercise
hereof the kind and amount of securities, cash or other property which the
Registered Holder would have been entitled to receive pursuant to such
Reorganization if such exercise had taken place immediately prior to such
Reorganization. Notwithstanding the foregoing sentence, if (x) there shall occur
any Reorganization in which the Common Stock is converted into or exchanged for
anything other than solely equity securities, and (y) the common stock of the
acquiring or surviving company is publicly traded, then, as part of such
Reorganization, (i) the Registered Holder shall have the right thereafter to
receive upon the exercise hereof such number of shares of common stock of the
acquiring or surviving company as is determined by multiplying (A) the number of
shares of Common Stock subject to this Warrant immediately prior to such
Reorganization by (B) a fraction, the numerator of which is the Fair Market
Value (as defined in subsection 2(f) below) per share of Common Stock as of the
effective date of such Reorganization, and the denominator of which is the fair
market value per share of common stock of the acquiring or surviving company as
of the effective date of such transaction, as determined in good faith by the
Board (using the principles set forth in subsections 2(e)(i) and 2(e)(ii) to the
extent applicable), and (ii) the exercise price per share of common stock of the
acquiring or surviving company shall be the Purchase Price divided by the
fraction referred to in clause (B) above. In any such case, appropriate
adjustment (as determined in good faith by the Board) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder, to the end that the provisions
set forth in this Section 2 (including provisions with respect to changes in and
other adjustments of the Purchase Price) shall thereafter be applicable, as
nearly as reasonably may be, in relation to any securities, cash or other
property thereafter deliverable upon the exercise of this Warrant.

            (c) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Purchase Price pursuant to this Section 2, the
Company at its expense shall, as promptly as reasonably practicable but in any
event not later than 10 days thereafter, compute such adjustment or readjustment
in accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, as promptly as
reasonably practicable after the written request at any time of the Registered
Holder (but in any event not later than 10 days thereafter), furnish or cause to
be furnished to the Registered Holder a certificate setting forth (i) the
Purchase Price then in effect and (ii) the number of shares of Common Stock and
the amount, if any, of other securities, cash or property which then would be
received upon the exercise of this Warrant.

            (d) Definition of Fair Market Value. The Fair Market Value per share
of Common Stock shall be determined as follows:

                  (i) If the Common Stock is listed on a national securities
exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the
Over-the-Counter Bulletin Board, or another nationally recognized trading system
as of the Exercise Date, the Fair Market Value per share of Common Stock shall
be deemed to be the average of the high and low reported sale prices per share
of Common Stock thereon on the trading day immediately preceding the Exercise
Date (provided that if no such price is reported on such day, the Fair Market
Value per share of Common Stock shall be determined pursuant to clause (ii)
below).

                  (ii) If the Common Stock is not listed on a national
securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or
another nationally recognized trading system as of the Exercise Date, the Fair
Market Value per share of Common Stock shall be deemed to be the amount most
recently determined by the Board of Directors of the Company (the "BOARD") to
represent the fair market value per share of the Common Stock (including without
limitation a determination for purposes of granting Common Stock options or
issuing Common Stock under any plan, agreement or arrangement with employees of
the Company); and, upon request of the Registered Holder, the Board (or a
representative thereof) shall, as promptly as reasonably practicable but in any
event not later than 30 days after such request, notify the Registered Holder of
the Fair Market Value per share of Common Stock and furnish the Registered
Holder with reasonable documentation of the Board's determination of such Fair
Market Value. Notwithstanding the foregoing, if the Board has not made such a
determination within the three-month period prior to the Exercise Date, then (A)
the Board shall make, and shall provide or cause to be provided to the
Registered Holder notice of, a determination of the Fair Market Value per share
of the Common Stock within 30 days of a request by the Registered Holder that it
do so, and (B) the exercise of this Warrant pursuant to Section 1 shall be
delayed until such determination is made and notice thereof is provided to the
Registered Holder.

                                      -3-
<PAGE>

      3. FRACTIONAL SHARES. The Company shall not be required upon the exercise
of this Warrant to issue any fractional shares, but shall pay the value thereof
to the Registered Holder in cash on the basis of the Fair Market Value per share
of Common Stock, as determined pursuant to subsection 2(e) above.

      4. REGISTRATION RIGHTS.

            (a) Demand Registration. If the Company shall receive, at any time
after February 28, 2006, and prior to the to the expiration of seven years from
the Original Issue Date, a written request from holders of at least 50% of
Warrant Shares issued or issuable upon exercise of the Company Warrants (the
"INITIATING HOLDERS") that the Company file a registration statement under the
Securities Act of 1933, as amended (the "SECURITIES ACT") then the Company
shall:

                  (i) within 10 days of the receipt of such registration
request, give written notice of such request to all holders of Warrant Shares
issued or issuable upon exercise of the Company Warrants that such registration
is to be effected (the "REGISTRATION NOTICE");

                  (ii) as soon as practicable, and in any event within 60 days
of the receipt of such request, file a registration statement under the
Securities Act covering all Warrant Shares so issued or issuable which such
holders request to be registered, subject to the limitations of subsection
2.1(c); and

                  (iii) use its reasonable efforts to cause such registration
statement to be declared effective by the SEC as soon as practicable thereafter.

                  If the Initiating Holders intend to distribute the Warrant
Shares covered by their request by means of an underwriting, the Initiating
Holders shall so advise the Company as a part of their request made pursuant to
this subsection 4(a). The underwriter will be selected by the Company and shall
be reasonably acceptable to Initiating Holders. All participating holders of
Warrant Shares issued or issuable upon exercise of the Company Warrants shall
(together with the Company) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting.

                  Notwithstanding the foregoing, if the Company shall furnish
the Initiating Holders a certificate signed by the Chief Executive Officer of
the Company stating that in the good faith judgment of the Board of Directors of
the Company it would be materially detrimental to the Company and its
shareholders for such registration statement to become effective or to remain
effective as long as such registration statement would otherwise be required to
remain effective because such action (x) would materially interfere with a
significant acquisition, corporate reorganization or other similar transaction
involving the Company, (y) would require premature disclosure of material
information that the Company has a bona fide business purpose for preserving as
confidential or (z) would render the Company unable to comply with requirements
under the Securities Act or the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), the Company shall have the right to defer taking action with
respect to such filing for a period of not more than 180 days after receipt of
the request of the Holders.

                  The holders of Warrant Shares issued or issuable upon exercise
of the Company Warrants may exercise their rights to demand registration under
this Section 4(a) no more than two times; provided, however, that a registration
statement shall not be counted until such time as such registration statement
has been declared effective by the Securities and Exchange Commission (the
"SEC") unless the Initiating Holders withdraw their request for such
registration (other than as a result of information concerning the business or
financial condition of the Company which is made known to such Initiating
Holders after the date on which such registration was requested) and elect not
to pay the registration expenses therefor pursuant to Section 4(c).

            (b) Piggyback Registration. If, at any time after the Original Issue
Date and prior to the expiration of seven years from the Original Issue Date,
the Company proposes to register any shares of Common Stock under the Securities
Act (except pursuant to a Form S-4 or Form S-8 registration statement or any
successor forms

                                      -4-
<PAGE>

thereto), it will give written notice to the Registered Holder of its intention
to do so and, upon written request by the Registered Holder, the Company will
use its best efforts to cause the Warrant Shares which the Registered Holder has
requested registration thereof to be included in such registration statement
proposed to be filed by the Company; provided, however, that in the event the
offering which is the subject of such registration statement shall be an
underwritten offering and if a greater number of shares of Common Stock is
proposed to be offered for participation in the offering than in the reasonable
opinion of the managing underwriter of the offering can be accommodated without
adversely affecting the offering, then the number of shares of Common Stock of
the selling shareholders participating in the registration (including the
Registered Holder) shall be reduced to a number deemed satisfactory by the
managing underwriter, with the number of shares of Common Stock held by the
Registered Holder and any selling shareholders to be included in the offering
being allocated among the Registered Holder and such selling shareholders
according to the total amount of securities that the Registered Holder and such
selling shareholders are otherwise entitled to include therein. If the offering
which is the subject of such registration statement shall be underwritten, the
Registered Holder shall become a party to the underwriting agreement among the
Company, the underwriters and the selling shareholders in such offering, on the
same basis as other selling shareholders participating in such offering, and
comply with the terms thereof. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 4(b) prior to the
effectiveness of such registration whether or not the Registered Holder has
elected to include securities in such registration.

            (c) With respect to the inclusion of the securities in a
registration statement pursuant to this Section 4, the Company shall bear all
costs, expenses and fees incurred in connection with such registration,
including, without limitation, all printing, legal and accounting expenses
incurred by the Company and all registration and filing fees imposed by the
Commission, any state securities commission or the applicable stock market. The
Registered Holder shall be responsible for any brokerage fees or commissions and
taxes of any kind (including, without limitation, transfer taxes) with respect
to any disposition, sale or transfer of Warrant Shares hold by the Registered
Holder and for any legal, accounting and other expenses incurred by the
Registered Holder.

            (d) The Company will furnish the Registered Holder with a reasonable
number of copies of any prospectus included in such filings and will amend or
supplement the same as required during the period of required use thereof. The
Company will maintain the effectiveness of any registration statement or the
offering statement filed by the Company, whether or not at the request of the
holder hereof, for at least one year following the effective date thereof.

            (e) The Registered Holder agrees to cooperate with the Company in
the preparation and filing of any registration statement or offering statement
in which the Warrants Shares issued or issuable upon exercised of this Warrant
are included, and in the furnishing of information concerning the Registered
Holder for inclusion therein, or in any efforts by the Company to establish that
the proposed sale is exempt under the Securities Act as to any proposed
disposition by the holder.

            (f) The Company hereby agrees to indemnify the Registered Holder and
the officers and directors, if any, who control such the Registered Holder,
within the meaning of Section 15 of the Securities Act, against all losses,
claims, damages, and liabilities caused by (i) any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
prospectus (and as amended or supplemented if the Company shall have furnished
any amendments thereof or supplements thereto), any preliminary prospectus or
any state securities law filings; or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission contained
in the information furnished in writing to the Company by the Registered Holder
expressly for use therein; and the Registered Holder agrees to indemnify and
hold harmless the Company, each of its directors and officers, within the
meaning of Section 15 of the Securities Act, with respect to losses, claims,
damages or liabilities which are caused by any untrue statement or omission
contained in the information furnished in writing to the Company by the
Registered Holder expressly for use in any registration statement or prospectus
(as amended or supplemented) or any state securities filing.

            (g) Notwithstanding anything contained herein to the contrary, the
registration rights granted to the registered Holder in accordance with this
Section 4 shall terminate when all Warrant Shares held by the Registered Holder
can be sold in any three (3) month period without registration in compliance
with Rule 144,

                                      -5-
<PAGE>

promulgated under the Securities Act and the Company is then subject to the
periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act.

      5. TRANSFERS, ETC.

            (a) Notwithstanding anything to the contrary contained herein, this
Warrant shall not be transferrable. The Warrant Shares shall not be sold or
transferred unless either (i) they first shall have been registered under the
Securities Act, or (ii) such sale or transfer shall be exempt from the
registration requirements of the Securities Act and the Company shall have been
furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Securities Act. Notwithstanding the foregoing,
no registration or opinion of counsel shall be required for (i) a transfer by a
Registered Holder which is an entity to a wholly owned subsidiary of such
entity, a transfer by a Registered Holder which is a partnership to a partner of
such partnership or a retired partner of such partnership or to the estate of
any such partner or retired partner, or a transfer by a Registered Holder which
is a limited liability company to a member of such limited liability company or
a retired member or to the estate of any such member or retired member, provided
that the transferee in each case agrees in writing to be subject to the terms of
this Section 5, or (ii) a transfer made in accordance with Rule 144 under the
Securities Act.

            (b) Each certificate representing Warrant Shares shall bear a legend
substantially in the following form:

            "The securities represented hereby have not been registered under
            the Securities Act of 1933, as amended (the "Securities Act"), or
            any state securities laws and neither the securities nor any
            interest therein may not be offered, sold, transferred, pledged or
            otherwise disposed of except pursuant to an effective registration
            under the Securities Act or an exemption from registration, which,
            in the opinion of counsel reasonably satisfactory to counsel for
            this corporation, is available."

      The foregoing legend shall be removed from the certificates representing
any Warrant Shares, at the request of the holder thereof, at such time as they
become eligible for resale pursuant to Rule 144(k) under the Securities Act or
at such time as the Warrant Shares are sold or transferred in accordance with
the requirements of a registration statement of the Company on such applicable
form as may then be in effect.

            (c) The Company will maintain a register containing the name and
address of the Registered Holder of this Warrant. The Registered Holder may
change its address as shown on the warrant register by written notice to the
Company requesting such change.

      6. NO IMPAIRMENT. The Company will not, by amendment of its charter or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against impairment.

      7. NOTICES OF RECORD DATE, ETC. If at any time or from time to time after
the Original Issue Date:

            (a) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this Warrant) for the purpose of entitling or enabling them to receive any
dividend or other distribution (other than a dividend or distribution payable
solely in shares of Common Stock or other securities for with adjustment is made
under Section 2 hereof), or to receive any right to subscribe for or purchase
any shares of stock of any class or any other securities, or to receive any
other right; or

            (b) of any capital reorganization of the Company, any
reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another corporation, or any transfer of all or
substantially all of the assets of the Company; or

                                      -6-
<PAGE>

            (c) of the voluntary or involuntary dissolution, liquidation or
winding-up of the Company, then, and in each such case, the Company will send or
cause to be sent to the Registered Holder a notice specifying, as the case may
be, (i) the record date for such dividend, distribution or right, and the amount
and character of such dividend, distribution or right, or (ii) the effective
date on which such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock (or
such other stock or securities at the time deliverable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be sent at least 10
days prior to the record date or effective date for the event specified in such
notice.

      8. RESERVATION OF STOCK. The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property, as
from time to time shall be issuable upon the exercise of this Warrant.

      9. EXCHANGE OR REPLACEMENT OF WARRANTS.

            (a) Upon the surrender by the Registered Holder, properly endorsed,
to the Company at the principal office of the Company, the Company will, subject
to the provisions of Section 5 hereof, issue and deliver to or upon the order of
the Registered Holder, at the Company's expense, a new Warrant or Warrants of
like tenor, in the name of the Registered Holder or as the Registered Holder
(upon payment by the Registered Holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock (or other securities, cash and/or property) then issuable
upon exercise of this Warrant.

            (b) Upon receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and (in the case
of loss, theft or destruction) upon delivery of an indemnity agreement (with
surety if reasonably required) in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

      10. NOTICES. All notices and other communications from the Company to the
Registered Holder in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery, to the address last
furnished to the Company in writing by the Registered Holder. All notices and
other communications from the Registered Holder to the Company in connection
herewith shall be mailed by certified or registered mail, postage prepaid, or
sent via a reputable nationwide overnight courier service guaranteeing next
business day delivery, to the Company at its principal office (currently located
at 130 Cheshire Lane, Suite 101, Minnetonka, Minnesota 55305). If the Company
should at any time change the location of its principal office to a place other
than as set forth above, it shall give prompt written notice to the Registered
Holder and thereafter all references in this Warrant to the location of its
principal office at the particular time shall be as so specified in such notice.
All such notices and communications shall be deemed delivered one business day
after being sent via a reputable international overnight courier service
guaranteeing next business day delivery.

      11. NO RIGHTS AS STOCKHOLDER. Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company. Notwithstanding the foregoing, in the event (i) the
Company effects a split of the Common Stock by means of a stock dividend and the
Purchase Price of and the number of Warrant Shares are adjusted as of the date
of the distribution of the dividend (rather than as of the record date for such
dividend), and (ii) the Registered Holder exercises this Warrant between the
record date and the distribution date for such stock dividend, the Registered
Holder shall be entitled to receive, on the distribution date, the stock
dividend with respect to the shares of Common Stock acquired upon such exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

      12. AMENDMENT OR WAIVER. Any term of this Warrant may not be amended or
waived (either generally or in a particular instance and either retroactively or
prospectively) without the written consent of the Company and the Registered
Holder (it being agreed that an amendment to or waiver under any of the
provisions of Section 2 of

                                      -7-
<PAGE>

this Warrant shall not be considered an amendment of the number of Warrant
Shares or the Purchase Price). No waivers of any term, condition or provision of
this Warrant, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision.

      13. SECTION HEADINGS. The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

      14. GOVERNING LAW. This Warrant will be governed by and construed in
accordance with the internal laws of the State of Minnesota (without reference
to the conflicts of law provisions thereof).

      15. FACSIMILE SIGNATURES. This Warrant may be executed by facsimile
signature.

      EXECUTED as of the Date of Issuance indicated above.

                                       LAKES ENTERTAINMENT, INC.

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                           Name:  Timothy Cope
                                           Title:  Chief Financial Officer

                                      -8-
<PAGE>

                                                                       EXHIBIT I

                                  PURCHASE FORM

            To: Lakes Entertainment, Inc.                     Dated:____________

      The undersigned, pursuant to the provisions set forth in the attached
Warrant (No. ___), hereby elects to purchase (check applicable box):

      [ ] ____ shares of the Common Stock of Lakes Entertainment, Inc. covered
by such Warrant; or

      [ ] ____ the maximum number of shares of Common Stock covered by such
Warrant pursuant to the cashless exercise procedure set forth in subsection
1(a)(ii).

      The undersigned herewith makes payment of the full Purchase Price for such
shares at the price per share provided for in such Warrant. Such payment takes
the form of (check applicable box or boxes):

      [ ]   $______ in lawful money of the United States; and/or

      [ ]   the cancellation of such portion of the attached Warrant as is
            exercisable for a total of _____ Warrant Shares (using a Fair Market
            Value of $_____ per share for purposes of this calculation) ; and/or

      [ ]   the cancellation of such number of Warrant Shares as is necessary,
            in accordance with the formula set forth in subsection 1(b), to
            exercise this Warrant with respect to the maximum number of Warrant
            Shares purchasable pursuant to the cashless exercise procedure set
            forth in subsection 1(b).

                                      Signature: _______________________________

                                      Address:   _______________________________

                                                 _______________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>c00956exv10w4.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.4

                          REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement (this "Agreement"), dated as of
December 16, 2005, by and among WPT Enterprises, Inc., a Delaware corporation
(the "Company"), Lakes Entertainment, Inc., a Minnesota corporation ("Lakes")
and Lakes Poker Tour, LLC, a Minnesota limited liability company ("LPT") (each a
"Stockholder" and collectively, the "Stockholders").

            WHEREAS, the Stockholders beneficially own 12,480,000 shares (the
"Shares" or the "Registrable Securities") of the Company's Common Stock, par
value $0.001 per share (the "Common Stock"), representing [62]% of the
outstanding Common Stock; and

            WHEREAS, the Stockholders have expressed an intention to sell,
pledge or otherwise transfer some or all of the Shares and have requested that
transfers of the Shares by the Stockholders and their pledgees be registered
under the Securities Act of 1933, as amended (the "Securities Act"); and

            WHEREAS, the Company is willing to grant certain registration rights
to the Stockholders under the terms set forth herein, in order to facilitate the
orderly transfer of the Shares and in consideration of the Stockholders'
covenants as set forth herein, which the Company has determined will be in the
best interests of the Company and its stockholders.

            NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Stockholders agree as follows:

      1. Registration of Shares.

            (a) Registration Statement. Subject to the terms, conditions and
      limitations set forth in this Agreement, the Company agrees to use
      commercially reasonable efforts to (i) file a registration statement with
      the Securities and Exchange Commission (the "SEC") on the appropriate form
      covering sales, pledges and other transfers of the Shares as reasonably
      requested by the Stockholders (the "Registration Statement") or before
      April 15, 2006 (the date such Registration Statement is filed, the "Filing
      Date"), (ii) cause such Registration Statement to be declared effective by
      the SEC prior to the date which is 90 days after the Filing Date (the
      "Registration Effective Date"); and (iii) cause such Registration
      Statement to remain effective (the "Registration Period") until the
      earliest of (A) the second anniversary of the Filing Date; (B) the date on
      which all Shares may be sold by the holder thereof pursuant to Rule 144(k)
      of the Securities Act; and (C) such time as all Registrable Securities
      registered under the Registration Statement have been sold (1) pursuant to
      a registration statement; (2) to or through a broker, dealer or
      underwriter in a public distribution or a public securities transaction;
      and/or (3) in a transaction exempt from the registration and prospectus
      delivery requirements of the Securities Act under Section 4(1) thereof so
      that all transfer restrictions and restrictive

<PAGE>

      legends with respect thereto, if any, are removed upon the consummation of
      such sale. To the extent permissible, such Registration Statement also
      shall include, or subsequently be amended to include, to the extent
      allowable under the Securities Act and the rules promulgated thereunder
      (including Rule 416 under the Securities Act), such indeterminate number
      of additional shares of Common Stock resulting from stock splits, stock
      dividends or similar transactions with respect to the Registrable
      Securities.

            The Company shall cause the Registration Statement to cover any
      sales of the Shares by the pledgees under the Loan Agreement (the "Loan
      Agreement"), dated December 15, 2005, by and between LE, LPT and the Lyle
      Berman Family Partnership, a Minnesota general partnership (the "Lender"),
      pursuant to which the Lender has agreed to provide loans of up to Twenty
      Million Dollars ($20,000,000.00) to the Stockholders and LPT has agreed to
      pledge all of the Shares.

            (b) Expenses. All expenses incurred by the Stockholders and WPT in
      the preparation and filing of the Registration Statement, including,
      without limitation, all registration, qualification and filing fees,
      printing expenses, escrow fees, fees and expenses of counsel for the
      Stockholders and WPT, blue sky fees and expenses and the expense of any
      audits incident to or required by any such registration (any such audit,
      an "Audit"), shall be borne by the Stockholders; provided, however, that
      in the event the Company utilizes an Audit for any purpose other than the
      Registration Statement, its regular reporting obligations under the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a
      registration statement on Form S-8 or a similar form, the Company shall
      bear the expenses incurred in connection with such Audit. All underwriting
      discounts and selling commissions applicable to the sale of Registrable
      Securities, if any, and all fees and expenses of legal counsel for any
      holder of Registrable Securities shall be borne by such holder.

            (c) Actions by the Company. The Company shall, upon the
      Stockholders' reasonable request, inform each holder of Registrable
      Securities as to the status of any such registration, qualification,
      exemption and compliance contemplated by this Agreement. At the expense of
      the Stockholders, the Company shall use commercially reasonable efforts
      to:

                  (i) keep such registration, and any qualification, exemption
            or compliance under state or federal securities laws which the
            Company determines to obtain, continuously effective until the
            termination of the Registration Period;

                  (ii) advise the holders of Registrable Securities as soon as
            practicable:

                        (A) when the Registration Statement or any amendment
                  thereto has been filed with the SEC and when the Registration
                  Statement or any post-effective amendment thereto has become
                  effective;

                                      -2-
<PAGE>

                        (B) of the issuance by the SEC of any stop order
                  suspending the effectiveness of the Registration Statement or
                  the initiation of any proceedings for such purpose;

                        (C) of the receipt by either the Stockholders or the
                  Company of any notification with respect to the suspension of
                  the qualification of the Registrable Securities included
                  therein for sale in any jurisdiction or the initiation or
                  threatening of any proceeding for such purpose; and

                        (D) of the happening of any event that requires the
                  making of any changes in the Registration Statement or the
                  prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading (which notice will be accompanied by an instruction
                  to suspend the use of the prospectus until such changes have
                  been made);

                  (iii) obtain the withdrawal of any order suspending the
            effectiveness of any Registration Statement at the earliest possible
            time;

                  (iv) furnish to each holder of Registrable Securities, without
            charge, at least one copy of such Registration Statement and any
            post-effective amendment thereto, including financial statements and
            schedules, and, if such holders so request in writing, all exhibits
            (including those incorporated by reference) in the form filed with
            the SEC;

                  (v) during the Registration Period, deliver to each holder of
            Registrable Securities, without charge, as many copies of the
            prospectus included in such Registration Statement and any amendment
            or supplement thereto as such holder may reasonably request; and the
            Company consents to the use, consistent with the provisions hereof,
            of the prospectus or any amendment or supplement thereto by each of
            the holder of Registrable Securities in connection with the offering
            and sale of the Registrable Securities covered by the prospectus or
            any amendment or supplement thereto;

                  (vi) prior to any public offering of Registrable Securities
            pursuant to the Registration Statement, register or qualify or
            obtain an exemption for offer and sale under the securities or blue
            sky laws of such jurisdictions as any holders of Registrable
            Securities reasonably request in writing, provided that the Company
            shall not for any such purpose be required to qualify generally to
            transact business as a foreign corporation in any jurisdiction where
            it is not so qualified or to consent to general service of process
            in any such jurisdiction, and do any and all other acts or things
            reasonably necessary or advisable to enable the offer and sale in
            such jurisdictions of the Registrable Securities covered by such
            Registration Statement in the sole discretion of the Company;

                                      -3-
<PAGE>

                  (vii) to the extent permitted under applicable rules and
            regulations promulgated under the Securities Act, cooperate with the
            holders of Registrable Securities to facilitate the timely
            preparation and delivery of certificates representing Registrable
            Securities to be sold pursuant to any Registration Statement free of
            any restrictive legends to the extent not required at such time and
            in such denominations and registered in such names as holders of
            Registrable Securities may request at least five (5) business days
            prior to sales of Registrable Securities pursuant to such
            Registration Statement;

                  (viii) upon the occurrence of any event contemplated by
            Section 1(c)(ii)(D) above, promptly prepare a post-effective
            amendment to the Registration Statement or a supplement to the
            related prospectus, or file any other required document so that, as
            thereafter promptly delivered to purchasers of the Registrable
            Securities included therein, the prospectus will not include any
            untrue statement of a material fact or omit to state any material
            fact necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading; and

                  (ix) comply with all applicable rules and regulations of the
            SEC, and make generally available to the Company's security holders
            not later than 45 days (or 90 days if the fiscal quarter is the
            fourth fiscal quarter) after the end of its fiscal quarter in which
            the first anniversary date of the Effective Date occurs, an earnings
            statement satisfying the provisions of Section 11(a) of the
            Securities Act.

      Notwithstanding the foregoing, it shall be a condition precedent to the
      obligations of the Company to take any action pursuant to paragraphs
      (c)(i) through (c)(ix) of this Section 1, that each holder of Registrable
      Securities shall furnish to the Company such information regarding itself,
      the Registrable Securities to be sold by such holder and the intended
      method of disposition of such Registrable Securities as shall be required
      to effect the registration of the Registrable Securities, all of which
      information shall be furnished to the Company in writing specifically for
      use in the Registration Statement.

            (d) Holders. The holders of Registrable Securities (each, a
      "Holder"), shall have no right to take any action to restrain, enjoin or
      otherwise delay any registration pursuant to Section 1(a) hereof as a
      result of any controversy that may arise with respect to the
      interpretation or implementation of this Agreement.

                                      -4-
<PAGE>

            (e) Indemnification.

                  (i) The Company shall indemnify the Stockholders against all
            claims, losses, damages and liabilities (or actions in respect
            thereof), including any of the foregoing incurred in settlement of
            any litigation, commenced or threatened (subject to Section
            1(e)(iii) below), arising out of or based on (a) any untrue
            statement (or alleged untrue statement) of a material fact contained
            in the Registration Statement, any Prospectus or form of prospectus,
            or any amendment or supplement thereof, or based on any omission (or
            alleged omission) to state therein a material fact required to be
            stated therein or necessary to make the statements therein (in the
            case of any Prospectus or form of prospectus or supplement thereto,
            in light of the circumstances under which they were made) not
            misleading, in light of the circumstances in which they were made,
            or (b) any violation or alleged violation by WPT of the Securities
            Act, the Exchange Act, or any rule or regulation promulgated under
            the Securities Act, or the Exchange Act, and will reimburse the
            Stockholders for reasonable legal and other expenses reasonably
            incurred in connection with investigating or defending any such
            claim, loss, damage, liability or action as incurred; provided,
            however, that the Company will not be liable in any such case to the
            extent that any such claim, loss, damage, liability or action arises
            out of, relates to or is based upon any untrue statement or omission
            or allegation thereof is made in reliance upon and in conformity
            with written information furnished to the Company by or on behalf of
            the Stockholders and stated to be specifically for use in
            preparation of such Registration Statement or Prospectus, or
            information about the Stockholders or their proposed method of
            distribution of Registrable Securities that was reviewed and
            approved by the Stockholder for use in the Registration Statement or
            Prospectus.

                  (ii) The Stockholders will jointly and severally indemnify the
            Company, its directors and officers, each underwriter of the
            Registrable Securities and each person who controls the Company
            within the meaning of Section 15 of the Securities Act, against all
            claims, losses, damages and liabilities (or actions in respect
            thereof), including any of the foregoing incurred in settlement of
            any litigation, commenced or threatened (subject to Section
            1(e)(iii) below), arising out of or based on any untrue statement
            (or alleged untrue statement) of a material fact contained in the
            Registration Statement or Prospectus, or any amendment or supplement
            thereof, incident to any such registration, qualification or
            compliance, or based on any omission (or alleged omission) to state
            therein a material fact required to be stated therein or necessary
            to make the statements therein (in the case of any Prospectus or
            form of prospectus or supplement thereto, in light of the
            circumstances under which they were made) not misleading, and will
            reimburse the Company, such directors and officers, each underwriter
            of the Registrable Securities and each person controlling the
            Company for reasonable legal and any other expenses reasonably
            incurred in connection with investigating or defending any such
            claim, loss, damage, liability or action as incurred, in each case
            to the extent, but only to the extent, that such untrue statement or
            omission or allegation

                                      -5-
<PAGE>

            thereof is made in reliance upon and in conformity with written
            information furnished to the Company by or on behalf of the
            Stockholders and stated to be specifically for use in preparation of
            such Registration Statement or Prospectus, or information about the
            Stockholders or their proposed method of distribution of Registrable
            Securities that was reviewed and approved by the Stockholder for use
            in the Registration Statement or Prospectus.

                  (iii) Each party entitled to indemnification under this
            Section 1(e) (the "Indemnified Party") shall give notice to the
            party required to provide indemnification (the "Indemnifying Party")
            promptly after such Indemnified Party has actual knowledge of any
            claim as to which indemnity may be sought, and shall permit the
            Indemnifying Party to assume the defense of any such claim or any
            litigation resulting therefrom, provided that counsel for the
            Indemnifying Party, who shall conduct the defense of such claim or
            litigation, shall be approved by the Indemnified Party (whose
            approval shall not unreasonably be withheld), and the Indemnified
            Party may participate in such defense at such Indemnified Party's
            expense, and provided further that the failure of any Indemnified
            Party to give notice as provided herein shall not relieve the
            Indemnifying Party of its obligations under this Agreement, unless
            such failure is materially prejudicial to the Indemnifying Party in
            defending such claim or litigation. An Indemnifying Party shall not
            be liable for any settlement of an action or claim effected without
            its written consent (which consent will not be unreasonably
            withheld).

                  (iv) If the indemnification provided for in this Section 1(e)
            is held by a court of competent jurisdiction to be unavailable to an
            Indemnified Party with respect to any loss, liability, claim, damage
            or expense referred to therein, then the Indemnifying Party, in lieu
            of indemnifying such Indemnified Party thereunder, shall contribute
            to the amount paid or payable by such Indemnified Party as a result
            of such loss, liability, claim, damage or expense in such proportion
            as is appropriate to reflect the relative fault of the Indemnifying
            Party on the one hand and of the Indemnified Party on the other in
            connection with the statements or omissions which resulted in such
            loss, liability, claim, damage or expense as well as any other
            relevant equitable considerations. The relative fault of the
            Indemnifying Party and of the Indemnified Party shall be determined
            by reference to, among other things, whether the untrue or alleged
            untrue statement of a material fact or the omission to state a
            material fact relates to information supplied by the Indemnifying
            Party or by the Indemnified Party and the parties' relative intent,
            knowledge, access to information and opportunity to correct or
            prevent such statement or omission. The Stockholders and the Company
            agree that it would not be just and equitable if contribution
            pursuant to this Section 1(e)(iv) was based solely upon the number
            of entities from whom contribution was requested or by any other
            method of allocation which does not take account of the equitable
            considerations referred to above in this Section 1(e)(iv). The
            amount paid or payable by an Indemnified Party as a result of the
            losses, claims, damages and liabilities (or actions in respect
            thereof) referred to above in this Section 1(e)(iv) shall be deemed
            to include any legal or other expenses reasonably

                                      -6-
<PAGE>

            incurred by such Indemnified Party in connection with investigating
            or defending any such action or claim, subject to the provisions of
            Section 1(e)(iv) hereof. The parties agree that it would not be just
            and equitable if contributions pursuant to this Section 1(e) were
            determined by pro rata allocation or by any other method of
            allocation which does not take account of the equitable
            considerations as set forth in this Section 1(e). No Person guilty
            of fraudulent misrepresentation (within the meaning of the
            Securities Act) shall be entitled to contribution from any person
            who was not guilty of such fraudulent misrepresentation.

            (f) Holders of Registrable Securities.

                  (i) Each Stockholder shall agree that, upon receipt of any
            notice from the Company (A) of the need for an amendment or
            supplement to the Registration Statement or the prospectus forming a
            part thereof, (B) that the board of directors of the Company has
            determined in good faith that offers and sales pursuant to the
            prospectus forming part of the Registration Statement should not be
            made by reason of the presence of material undisclosed circumstances
            or developments with respect to which the disclosure that would be
            required in the Registration Statement would be premature or would
            have a material adverse effect, or (C) in connection with a primary
            underwritten offering of equity securities of the Company,
            Stockholder will forthwith discontinue disposition of Registrable
            Securities pursuant to the Registration Statement contemplated by
            Section 1(a) until its receipt of copies of the supplemented or
            amended prospectus from the Company or confirmation of the filing of
            such report with the SEC by the Company, any such prospectus to be
            forwarded promptly to the Stockholder by the Company, and, if so
            directed by the Company, each Stockholder shall deliver to the
            Company all copies, other than permanent file copies then in such
            Stockholder's possession, of the prospectus covering such
            Registrable Securities current at the time of receipt of such
            notice; provided, however, that the Company, may suspend the
            disposition of Registrable Securities pursuant to the Registration
            Statement pursuant to clause (ii) above not more than one time (not
            to exceed 30 days) during any three month period, nor more than
            three times (not to exceed 30 days each) in any twelve-month period.

                  (ii) As a condition to the inclusion of its Registrable
            Securities, each Stockholder shall furnish to the Company such
            information regarding such Stockholder and the distribution proposed
            by such Stockholder as the Company may reasonably request in writing
            or as shall be required in connection with any registration,
            qualification or compliance referred to in this Section 1.

            (g) With a view to making available to the Stockholders the benefits
      of certain rules and regulations of the SEC that at any time permit the
      sale of the Registrable Securities to the public without registration, the
      Company shall use commercially reasonable efforts to:

                  (i) make and keep public information available, as those terms
            are understood and defined in Rule 144 under the Securities Act, at
            all times;

                                      -7-
<PAGE>

                  (ii) file with the SEC in a timely manner all reports and
            other documents required under the Exchange Act; and

                  (iii) so long as a Stockholder owns any unregistered
            Registrable Securities, furnish to such Stockholder, upon any
            reasonable request, a written statement by the Company as to its
            compliance with Rule 144 under the Securities Act, and of the
            Exchange Act, a copy of the most recent annual or quarterly report
            of the Company, and such other reports and documents of the Company
            as such holder may reasonably request in availing itself of any rule
            or regulation of the SEC allowing such holder to sell any such
            securities without registration.

            (h) The Company shall use commercially reasonable efforts to cause
      all Registrable Securities covered by the Registration Statement to be
      listed on each securities exchange, interdealer quotation system or other
      market on which similar securities issued by the Company are then listed.

      2. Miscellaneous

            (a) This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by any other Person. Each
Holder may assign its rights and obligations in the manner permitted hereunder.

            (b) All notices, requests and other communications under this
Agreement shall be in writing, and shall be sufficiently given if delivered to
the addressees in person or by recognized overnight courier, mailed by certified
or registered mail, return receipt requested, or by facsimile or e-mail delivery
followed by a copy sent by recognized overnight delivery, as follows:

     If to the Company:    WPT Enterprises, Inc.
                           5700 Wilshire Boulevard
                           Suite 350
                           Los Angeles, California  90036
                           Facsimile:  (323) 330-9901
                           Attn:  Chief Financial Officer

     With a copy to:       Maslon Edelman Borman & Brand, LLP
                           90 South Seventh Street
                           Suite 3300
                           Minneapolis, Minnesota 55402
                           Facsimile:  (612) 642-8326
                           Attn:  Martin R. Rosenbaum, Esq.

If to a Stockholder, at such address as such Stockholder shall have provided in
writing to the Company or such other address as such Stockholder furnishes by
notice given in accordance with this Section 2(b) or such other address as may
be designated in writing hereafter, in the same manner, by such Stockholder.

                                      -8-
<PAGE>

            (c) This Agreement shall be governed by, and construed in accordance
with the laws of the State of California, without regard to the conflicts of law
rules of such state.

            (d) Any action or proceeding seeking to enforce any provision of, or
based on any right arising out of, this Agreement must be brought against any of
the parties in the courts of the State of California, County of Los Angeles or,
if it has or can acquire jurisdiction, in the United States District Court,
Central District in the State of California, and each of the parties consents to
the jurisdiction of those courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any objection to venue laid therein.
Process in any such action or proceeding may be served by sending or delivering
a copy of the process to the party to be served at the address and in the manner
provided for the giving of notices in Section 2(b). Nothing in this Section
2(d), however, affects the right of any party to serve legal process in any
other manner permitted by law.

            (e) THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES
UNDER THIS AGREEMENT.

            (f) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.

            (g) If any provision of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement, and the parties shall negotiate in good
faith to modify this Agreement and to preserve each party's anticipated benefits
under this Agreement.

            (h) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

            (i) This Agreement shall be null and void and given no effect if the
Loan Agreement is terminated and the transactions contemplated thereby are not
consummated.

            (j) This Agreement may not be amended or modified, and no provision
hereof may be waived, without the written consent of the Company and holders of
at least a majority of the outstanding shares of Registrable Securities at the
time of such amendment, modification or waiver; provided, however, that if the
holders of at least a majority of the outstanding shares of Registrable
Securities so consent, such amendment, modification or waiver shall be effective
upon the holders of all outstanding shares of Registrable Securities then
outstanding.

            (k) The failure of any party hereto to exercise any right or remedy
under this Agreement or otherwise, or delay by any party hereto in exercising
such right or remedy, shall not operate as a waiver thereof.

            (l) Each party agrees to execute such other documents, instruments,
agreements and consents, and take such other actions as may be reasonable
requested by the other parties hereto to effectuate the purposes of this
Agreement.

                                      -9-
<PAGE>

            (m) This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, with respect to such matters.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]

                                      -10-
<PAGE>

            IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

                 Company:             WPT ENTERPRISES, INC.

                                      By: /s/ Steven Lipscomb
                                          --------------------------------------
                                       Name: Steven Lipscomb
                                       Title: Founder, President and Chief
                                              Executive Officer

                 LE:                  LAKES ENTERTAINMENT, INC.

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                       Name: Timothy Cope
                                       Title: Chief Financial Officer

                 LPT:                 LAKES POKER TOUR, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                       Name: Timothy Cope
                                       Title: Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>c00956exv10w5.txt
<DESCRIPTION>GUARANTY
<TEXT>
<PAGE>

                                                                    Exhibit 10.5

                               GUARANTY AGREEMENT

      THIS AGREEMENT is made as of this 15th day of December, 2005, by the
undersigned for the benefit of LYLE BERMAN FAMILY PARTNERSHIP, a Minnesota
general partnership(herein, with its participants, successors and assigns,
called "LENDER").

      For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and to induce Lender from time to time to make one or
more loans or extend other financial accommodations at the discretion of the
Lender to LAKES ENTERTAINMENT, INC., a Minnesota corporation and LAKES POKER
TOUR, LLC, a Minnesota limited liability company (each a "BORROWER" and
collectively the "BORROWERS"), each of the undersigned hereby guarantee(s) and
agree(s) as follows:

      The undersigned hereby absolutely and unconditionally guarantee(s) to
Lender the full and prompt payment when due (whether on demand or at a stated
maturity or earlier by reason of acceleration or otherwise) of any and all
present and future debts, liabilities and obligations owed to Lender by
Borrowers; and the undersigned represent(s), warrant(s) and agree(s) that:

      1. The debts, liabilities and obligations guaranteed hereby (collectively
referred to herein as the "Indebtedness") shall include, but shall not be
limited to, debts, liabilities and obligations of the Borrowers arising out of
Loan Agreement.

      2. No act or thing need occur to establish the liability of the
undersigned hereunder, and no act or thing, except full payment and discharge of
all Indebtedness, shall in any way exonerate the undersigned or modify, reduce,
limit or release the liability of the undersigned hereunder. This is an
absolute, unconditional and continuing guaranty of payment of the Indebtedness
and shall continue to be in force and be binding upon the undersigned, whether
or not all Indebtedness is paid in full, until this Guaranty is revoked
prospectively as to future transactions, by written notice actually received by
Lender, and such revocation shall not be effective as to Indebtedness existing
or committed for at the time of actual receipt of such notice by Lender, or as
to any renewals, extensions and refinancings thereof. Any adjudication of
bankruptcy or death or disability or incapacity of the undersigned shall not
revoke this guaranty, except upon actual receipt of written notice thereof by
Lender and then only prospectively, as to future transactions, as herein set
forth.

      3. If the undersigned shall die, shall be or become insolvent or shall
initiate or have initiated against the undersigned any act, process or
proceeding under the United States Bankruptcy Code or any other bankruptcy,
insolvency or reorganization law or otherwise for the modification or adjustment
of the rights of creditors, then the undersigned will forthwith pay to Lender,
the full amount of all Indebtedness then outstanding, whether or not any
Indebtedness is then due and payable.

      4. Until all of the Indebtedness and the obligations of the undersigned
hereunder have been paid in full, the undersigned (i) shall not have and waives
any right or subrogation to any of the rights of Lender against Borrower, any
other guarantor, maker or endorser, and waives its rights to

<PAGE>

any reimbursement, contribution, recourse and indemnity therefrom, (ii) waives
any right to enforce any remedy which Lender now has or may hereafter have
against Borrower, and any other guarantor, maker or endorser, and (iii) waives
any benefit of, and any other right to participate in, any collateral security
for the Indebtedness or any guaranty of the Indebtedness now or hereafter held
by Lender.

      5. If any payment received and applied by Lender to Indebtedness is
thereafter set aside, recovered or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
Borrower or such other person), the Indebtedness to which such payment was
applied shall, for the purposes of this Guaranty, be deemed to have continued in
existence, notwithstanding such application, and this Guaranty shall be
enforceable as to such Indebtedness as fully as if such application had not been
made.

      6. Lender shall not be obligated by reason of its acceptance of this
Guaranty to engage in any transactions with or for Borrower. Whether or not any
existing relationship between the undersigned and Borrower has been changed or
ended and whether or not this Guaranty has been revoked in accordance with
Paragraph 2, Lender may enter into transactions resulting in the creation or
continuance of Indebtedness and may otherwise agree, consent to, or suffer the
creation or continuance of any Indebtedness, without any consent or approval by
the undersigned and without any prior or subsequent notice to the undersigned.
The liability of the undersigned shall not be affected or impaired by any of the
following acts or things (which Lender is expressly authorized to do, omit or
suffer from time to time, both before and after revocation of this Guaranty,
without consent or approval by or notice to the undersigned): (i) any acceptance
of collateral security, guarantors, accommodation parties or sureties for any or
all Indebtedness; (ii) one or more extensions or renewals of Indebtedness
(whether or not for longer than the original period) or any modification of the
interest rates, maturities or other contractual terms applicable to any
Indebtedness; (iii) any waiver or indulgence granted to Borrower, any delay or
lack of diligence in the enforcement of Indebtedness, or any failure to
institute proceedings, file a claim, give any required notices or otherwise
protect any Indebtedness; (iv) any full or partial release of, compromise or
settlement with, or agreement not to sue Borrower or any other guarantor or
other person liable in respect of any Indebtedness; (v) any release, surrender,
cancellation or other discharge of any evidence of Indebtedness or the
acceptance of any instrument in renewal or substitution therefor; (vi) any
failure to obtain collateral security (including rights of setoff) for
Indebtedness, or to see to the proper or sufficient creation and perfection
thereof, or to establish the priority thereof, or to preserve, protect, insure,
care for, exercise or enforce any collateral security; or any modification,
alteration, substitution, exchange, surrender, cancellation, termination,
release or other change, impairment, limitation, loss or discharge of any
collateral security; (vii) any collection, sale, lease or other disposition of,
or any other foreclosure or enforcement of or realization on, any collateral
security; (viii) any assignment, pledge or other transfer of any Indebtedness or
any evidence thereof; (ix) any manner, order or method of application of any
payments or credits upon Indebtedness. The undersigned waive(s) any and all
defenses and discharges available to a surety, guarantor, or accommodation
co-obligor, dependent on its character as such.

      7. The undersigned waive(s) any and all defenses, claims, setoffs, and
discharges of Borrower, or any other obligor, pertaining to Indebtedness, except
the defense of discharge by payment in full. Without limiting the generality of
the foregoing, the undersigned will not assert against Lender any defense of
waiver, release, discharge in bankruptcy, statute of limitations, res judicata,
statute of frauds, anti-deficiency statute, fraud, incapacity, minority, usury,
illegality or

                                       2
<PAGE>

unenforceability which may be available to Borrower or any other person liable
in respect of any Indebtedness, or any setoff available against Lender to
Borrower or any such other person, whether or not on account of a related
transaction, and the undersigned expressly agree(s) that the undersigned shall
be and remain liable for any deficiency remaining after foreclosure of any
mortgage or security interest securing Indebtedness, whether or not the
liability of Borrower or any other obligor for such deficiency is discharged
pursuant to statute or judicial decision. The liability of the undersigned shall
not be affected or impaired by any voluntary or involuntary liquidation,
dissolution, sale or other disposition of all or substantially all the assets,
marshaling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of, or other similar event or proceeding affecting
Borrower or any of its assets. The undersigned will not assert against Lender
any claim, defense or setoff available to the undersigned against Borrower.

      8. The undersigned waive(s) presentment, demand for payment, notice of
dishonor or nonpayment, and protest of any instrument evidencing Indebtedness.
Lender shall not be required first to resort for payment of the Indebtedness to
Borrower or other persons, or their properties, or first to enforce, realize
upon or exhaust any collateral security for Indebtedness, before enforcing this
Guaranty.

      9. The undersigned will pay or reimburse Lender for all costs and expenses
(including reasonable attorneys' fees and legal expenses) incurred by Lender in
connection with the enforcement of this Guaranty.

      10. This Guaranty shall be enforceable against each person signing this
Guaranty, even if only one person signs and regardless of any failure of other
persons to sign this Guaranty or to otherwise guaranty any of the Borrower's
debts, liabilities or obligations to Lender. All agreements and promises herein
shall be construed to be, and are hereby declared to be, joint and several in
each and every particular with respect to the Guarantor and any other guarantors
of the Indebtedness and shall be fully binding upon and enforceable against any
or all such guarantors. This Guaranty shall be binding upon the undersigned, and
the heirs, successors and assigns of the undersigned and shall inure to the
benefit of Lender and its respective participants, successors and assigns.
Except to the extent otherwise required by law, this Guaranty and the
transaction evidenced hereby shall be governed by the substantive laws of the
State of Minnesota. If any provision or application of this Guaranty is held
unlawful or unenforceable in any respect, such illegality or unenforceability
shall not affect other provisions or applications which can be given effect, and
this Guaranty shall be construed as if the unlawful or unenforceable provision
or application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Guaranty or in any other
agreement between the undersigned and Lender shall survive the execution,
delivery and performance of this Guaranty and the creation and payment of the
Indebtedness. This Guaranty may not be waived, modified, invalidated, terminated
or released or otherwise changed except by a writing signed by Lender. The
Guaranty shall be effective whether or not accepted in writing by Lender and the
undersigned waive(s) notice of the acceptance of this Guaranty by Lender.

                                       3
<PAGE>

      IN WITNESS WHEREOF, the Guaranty has been duly executed and delivered by
each the undersigned on the day and year first above written.

                                      GREAT LAKES GAMING OF MICHIGAN, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES JAMUL, INC.

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                       [SIGNATURE PAGE 1 OF 5 TO GUARANTY]

<PAGE>

                                      LAKES KEAN ARGOVITZ RESORTS -
                                      CALIFORNIA, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES SHINGLE SPRINGS, INC.

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES KAR - SHINGLE SPRINGS, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES GAME DEVELOPMENT, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                       [SIGNATURE PAGE 2 OF 5 TO GUARANTY]

<PAGE>

                                      LAKES NIPMUC, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES COVERDALE, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      PACIFIC COAST GAMING - SANTA ROSA, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      BORDERS LAND COMPANY, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                       [SIGNATURE PAGE 3 OF 5 TO GUARANTY]

<PAGE>

                                      LAKES KICKAPOO CONSULTING, LLC

                                      By: /s/ Timothy Cope
                                          -------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES KICKAPOO MANAGEMENT, LLC

                                      By: /s/ Timothy Cope
                                          -------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES IOWA CONSULTING, LLC

                                      By: /s/ Timothy Cope
                                          -------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES IOWA MANAGEMENT, LLC

                                      By: /s/ Timothy Cope
                                          -------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                       [SIGNATURE PAGE 4 OF 5 TO GUARANTY]

<PAGE>

                                      LAKES PAWNEE CONSULTING, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES PAWNEE MANAGEMENT, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                                      LAKES GAMING MISSISSIPPI, LLC

                                      By: /s/ Timothy Cope
                                          --------------------------------------
                                            Timothy Cope
                                      Its:  Chief Financial Officer
                                      Address:  130 Cheshire Lane
                                                Minnetonka, MN 55305

                       [SIGNATURE PAGE 5 OF 5 TO GUARANTY]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>c00956exv10w6.txt
<DESCRIPTION>GUARANTY SECURITY AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.6

                          GUARANTOR SECURITY AGREEMENT

      THIS AGREEMENT is made this 15 day of December, 2005, between each of the
undersigned, as debtor (herein individually and collectively called the
"DEBTOR") and LYLE BERMAN FAMILY PARTNERSHIP, a Minnesota general partnership
(herein, with its participants, successors and assigns, called the "SECURED
PARTY"), as secured party.

      Each Debtor has guaranteed the indebtedness of Lakes Entertainment, Inc.,
a Minnesota corporation and Lakes Poker Tour, LLC, a Minnesota limited liability
company (each a "Borrower" and together the "Borrowers") to the Secured Party
pursuant to the terms of that certain Guaranty of even date herewith (the
"Guaranty"). All capitalized terms not otherwise defined herein, shall have the
meaning set forth in that certain Loan Agreement of even date herewith by and
between the Debtor and the Borrowers (the "Loan Agreement").

      For good and valuable consideration, each Debtor hereby agrees for the
benefit of the Secured Party as follows:

      1.01 Debtor hereby grants the Secured Party a security interest
(collectively referred to as the "Security Interests") in all personal property
of the Debtor, including the property described below, as security for the
payment and performance of each and every debt, liability and obligation of
every type and description which Debtor or Borrowers, may now or at any time
hereafter owe to the Secured Party arising under the Guaranty (whether such
debt, liability or obligation now exists or is hereafter created or incurred,
and whether it is direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or sole, joint,
several or joint and several; all such debts, liabilities and obligations are
herein collectively referred to as the "Obligations"). The Security Interests
shall attach to all personal property of Debtor and all products and proceeds
thereof, whether now owned or hereafter acquired, including the following
(collectively, the "Collateral"):

            (a) All equipment ("Equipment") fixtures, and inventory
("Inventory") (including all goods held for sale, lease or demonstration or to
be furnished under contracts of service, goods leased to others, trade-ins and
repossessions, raw materials, work in process and materials or supplies used or
consumed in Debtor's business), including all spare and repair parts, special
tools, equipment and replacements for any of the foregoing, and any software
embedded therein or related thereto;

            (b) All accounts ("Receivables"), contract rights, documents,
chattel paper (including electronic chattel paper), instruments, and general
intangibles, and all returned or repossessed goods the sale of which gave rise
to any of the foregoing;

            (c) All financial assets, investment property, securities (whether
certificated or uncertificated, and including investment company securities),
security entitlements, securities accounts, commodity contracts, and commodity
accounts, including all substitutions and additions thereto, and all dividends,
distributions and sums distributable or payable from, upon or in respect of such
property;

<PAGE>

            (d) All commercial tort claims;

            (e) All deposit accounts;

            (f) All letter-of-credit rights;

            (g) All supporting obligations that support the payment or
performance of any of the foregoing; and

            (h) All additions and accessions to, all proceeds, products,
offspring and profits of, and all rights and privileges incident to, any of the
foregoing.

      1.02 Debtor represents, warrants and agrees that:

      (a) Debtor has (or will have at the time it acquires rights in Collateral
hereafter arising) and will maintain so long as the Security Interests may
remain outstanding, absolute title to each item of Collateral and all proceeds
thereof, free and clear of all interests, liens, attachments, encumbrances and
security interests except the Security Interests as provided herein, and except
as the Secured Party may otherwise agree in writing. Debtor will defend the
Collateral against all claims or demands of all persons (other than the Secured
Party) claiming the Collateral or any interest therein, Debtor will not sell or
otherwise dispose of any material portion of the Collateral or any interest
therein except for the sale of Inventory in the normal course of Debtor's
business, without the Secured Party's prior written consent.

      (b) Debtor does business solely under its own name and the trade names (if
any) set forth below (or if none are listed, Debtor warrants that it does not
have any tradenames). The chief executive office of Debtor is located at the
address set forth below and all of Debtor's records relating to its business or
the Collateral are kept at that location. The addresses where the Collateral
will be kept, if different from that appearing below Debtor's signature, are set
forth in Exhibit A. No Collateral will be kept at any other location, except for
job sites from time to time, without the prior written consent of Secured Party,
but the parties intend that the Collateral, wherever located, is covered by this
Agreement. Debtor will not permit any tangible Collateral or any records
pertaining to Collateral to be located in any state or area in which, in the
event of such location, a financing statement covering such Collateral would be
required to be, but has not in fact been, filed in order to perfect the Security
Interests. Debtor will not change its name or the location of its place of
business, without prior written notice to the Secured Party. Debtor shall advise
Secured Party in writing at least thirty (30) days before any change of name,
identity, form of organization, state of organization, corporate structure, or
chief executive office.

      (c) [Intentionally omitted].

      (d) Each right to payment and each instrument, document, chattel paper and
other agreement constituting or evidencing Collateral is (or, in the case of all
future Collateral, will be when arising or issued) the valid, genuine and
legally enforceable obligation, subject to no defense, setoff or counterclaim,
of the account debtor or other obligor named therein or in Debtor's records

                                       2
<PAGE>

pertaining thereto as being obligated to pay such obligation. Except in the
ordinary course of Debtor's business, Debtor will not agree to modify, amend,
subordinate, cancel or terminate the obligation of any such account debtor or
other obligor, without the Secured Party's prior written consent.

      (e) Debtor will keep all tangible Collateral in good repair, working order
and condition, normal depreciation excepted, and will, from time to time,
replace any worn, broken or defective parts.

      (f) Debtor will promptly pay all taxes and other governmental charges
levied or assessed upon or against any Collateral or upon or against the
creation, perfection or continuance of the Security Interests.

      (g) Debtor will keep all Collateral free and clear of all security
interests, liens and encumbrances except the Security Interests provided herein
and except other security interests approved in writing by the Secured Party.

      (h) Debtor will at all reasonable times permit the Secured Party or its
representatives to examine or inspect any Collateral, or any evidence of
Collateral, wherever located, and Debtor will at any time and from time to time
send requests for verification of accounts or notices of assignment to account
debtors and other obligors.

      (i) Debtor will keep accurate and complete records pertaining to the
Collateral and pertaining to Debtor's business and financial condition, prepared
on the basis of generally accepted accounting principles consistently applied;
will submit to the Secured Party such weekly, monthly and other periodic reports
concerning the Collateral and Debtor's business and financial condition as the
Secured Party may from time to time request; and will permit the Secured Party,
or its employees, accountants, attorneys or agents, to examine and copy any or
all of its records at any time during Debtor's business hours.

      (j) Debtor will promptly notify the Secured Party of any loss of or
material damage to any Collateral or of any substantial adverse change, known to
Debtor, in any Collateral or the prospect of payment thereof.

      (k) Upon request by the Secured Party, whether such request is made before
or after the occurrence of an Event of Default, Debtor will promptly deliver to
the Secured Party in pledge all instruments, documents and chattel papers
constituting Collateral, duly endorsed or assigned by Debtor.

      (l) Debtor will at all times keep its business and all tangible Collateral
insured against risks of fire (including so-called extended coverage), theft,
collision (for Collateral consisting of motor vehicles) and such other risks and
in such amounts as the Secured Party may reasonably request, with a Secured
Party's loss payee endorsement to the Secured Party to the extent of its
interest.

                                       3
<PAGE>

      (m) Debtor will pay or reimburse the Secured Party on demand for all costs
of collection of any of the Obligations and all other out-of-pocket expenses
(including in each case all reasonable attorneys' fees and legal expenses)
incurred by the Secured Party in connection with the creation, perfection,
protection, satisfaction, foreclosure or enforcement of the Security Interests
or the creation, continuance or enforcement of this Agreement or any or all of
the Obligations.

      (n) Debtor will use and keep the Collateral, and will require that others
use and keep the Collateral, only for lawful purposes, without violation of any
federal, state or local law, statute or ordinance.

      (o) Debtor from time to time will execute and deliver or endorse any and
all instruments, documents, conveyances, assignments, security agreements,
financing statements and other agreements and writings which the Secured Party
may reasonably request in order to secure, protect, perfect or enforce the
Security Interests or the rights of the Secured Party under this Agreement (but
any failure to request or assure that Debtor executes, delivers or endorses any
such item shall not affect or impair the validity, sufficiency or enforceability
of this Agreement and the Security Interests, regardless of whether any such
item was or was not executed, delivered or endorsed in a similar context or on a
prior occasion).

      If Debtor at any time fails to perform or observe any of the foregoing
agreements, and if such failure shall continue for a period of 30 calendar days
after the Secured Party gives Debtor written notice thereof (or in the case of
the agreements contained in clauses (g) and (1) above, immediately upon the
occurrence of such failure, without notice or lapse of time), the Secured Party
may, but need not, perform or observe such agreement on behalf and in the name,
place and stead of Debtor (or, at the Secured Party's option, in the Secured
Party's name) and may, but need not, take any and all other actions which the
Secured Party may reasonably deem necessary to cure or correct such failure
(including, without limitation, the payment of taxes, the satisfaction of
security interests, liens or encumbrances, the performance of obligations owed
to account debtors or other obligors, the procurement and maintenance of
insurance, the execution of assignments, security agreements and financing
statements, and the endorsement of instruments); and Debtor shall thereupon pay
to the Secured Party on demand the amount of all monies expended and all costs
and expenses (including reasonable attorneys' fees and legal expenses) incurred
by the Secured Party in connection with or as a result of the performance or
observance of such agreements or the taking of such action by the Secured Party,
together with interest thereon from the date expended or incurred at the highest
lawful rate then applicable to any of the Obligations. Subject to the 30 day
cure period, to facilitate the performance or observance by the Secured Party of
such agreements to Debtor, Debtor hereby irrevocably appoints the Secured Party,
or the delegate of the Secured Party, acting alone, as the attorney-in-fact of
Debtor with the right (but not the duty) from time to time to create, prepare,
complete, execute, deliver, endorse or file in the name and on behalf of Debtor
any and all instruments, documents, assignments, security agreements, financing
statements, applications for insurance and other agreements and writings
required to be obtained, executed, delivered or endorsed by Debtor under this
Section 1.02.

                                       4
<PAGE>

      1.03 With respect to any or all rights to payment constituting Collateral
the Secured Party may at any time after the occurrence of an Event of Default
notify any account debtor or other person obligated to pay the amount due that
such right to payment has been assigned or transferred to the Secured Party for
security and shall be paid directly to the Secured Party. Debtor will join in
giving such notice, if the Secured Party so requests. At any time after Debtor
or the Secured Party gives such notice to an account debtor or other obligor,
the Secured Party may, but need not, in the Secured Party's name or in Debtor's
name demand, sue for, collect or receive any money or property at any time
payable or receivable on account of, or securing, any such right to payment, or
grant any extension to, make any compromise or settlement with or otherwise
agree to waive, modify, amend or change the obligations (including collateral
obligations) of any such account debtor or other obligor;.

      1.04 As additional security for the payment and performance of the
Obligations, Debtor hereby assigns to the Secured Party any and all monies
(including, without limitation, proceeds of insurance and refunds of unearned
premiums) due or to become due under, and all other rights of Debtor with
respect to, any and all policies of insurance now or at any time hereafter
covering the Collateral or any evidence thereof or any business records or
valuable papers pertaining thereto, and Debtor hereby directs the issuer of any
such policy to pay all such monies directly to the Secured Party after the
occurrence of any Event of Default, the Secured Party may (but need not), in the
Secured Party's name or in Debtor's name, execute and deliver proof of claim,
receive all such monies, endorse checks and other instruments representing
payment of such monies, and adjust, litigate, compromise or release any claim
against the issuer of any such policy.

      1.05 Upon the occurrence of any Event of Default and at any time
thereafter, the Secured Party may exercise one or more of the following rights
and remedies: (i) declare all unmatured Obligations to be immediately due and
payable, and the same shall thereupon be immediately due and payable, without
presentment or other notice or demand (but the Secured Party expressly reserves
the right to demand payment of any Obligation payable on demand, at any time,
whether or not an Event of Default has occurred or is continuing); (ii) exercise
and enforce any and all rights and remedies available upon default to a secured
party under the Uniform Commercial Code, including, without limitation, the
right to take possession of Collateral, or any evidence thereof, proceeding
without judicial process or by judicial process (without a prior hearing or
notice thereof, which Debtor hereby expressly waives) and the right to sell,
lease or otherwise dispose of any or all of the Collateral, and in connection
therewith Debtor will on demand assemble the collateral and make it available to
the Secured Party at a place to be designated by the Secured Party which is
reasonably convenient to both parties, and the Secured Party shall have the
right to take immediate possession of the Collateral and may enter any of the
premises of Debtor or wherever the Collateral is located with or without process
of law and to keep and store the same on said premises until sold (and if said
premises be the property of Debtor, Debtor agrees not to charge the Secured
Party or a purchaser from the Secured Party for storage thereof for a period of
at least 90 days). If notice to Debtor of any intended disposition of Collateral
or any other intended action is required by law in a particular instance, such
notice shall be deemed commercially reasonable if given (in the manner specified
in Section 1.07) at least ten (10) calendar days prior to the date of intended
disposition or other action; (iii) without notice or demand offset any
indebtedness the Secured Party or any of its

                                       5
<PAGE>

participants, successors or assigns then owes to Debtor, whether or not then
due, against any Obligation then owed to the Secured Party or any of its
participants, successors or assigns by Debtor, whether or not then due; and (iv)
exercise or enforce any and all other rights or remedies available by law or
agreement against the Collateral, against Debtor, or against any other person or
property. The proceeds of all sales and collections will be applied first to all
reasonable expenses of retaking, holding, preparing for sale, selling and the
like, including reasonable attorneys' fees and legal expenses (whether or not
suit is commenced) including, without limitation, reasonable attorneys' fees and
legal expenses incurred in connection with any appeal of a lower court's order
or judgment and second to the payment (in whatever order the Secured Party
elects) of all other Obligations chargeable to Debtor in connection with the
loan transactions with Secured Party. Subject to the provisions of the
Commercial Code, the Secured Party will return any excess to the Debtor and the
Debtor shall remain liable to the Secured Party for any deficiency.

      1.06 This Agreement does not contemplate a sale of accounts, contract
rights or chattel paper, and, as provided by law, Debtor is entitled to any
surplus and shall remain liable for any deficiency. The Secured Party's duty of
care with respect to Collateral in its possession (as imposed by law) shall be
deemed fulfilled in the selection of the bailee or other third person, and the
Secured Party need not otherwise preserve, protect, insure or care for any
Collateral. The Secured Party shall not be obligated to preserve any rights
Debtor may have against prior parties, to realize on the Collateral at all or in
any particular manner in order or to apply any cash proceeds of the Collateral
in any particular order of application.

      1.07 This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interests can be released, only explicitly in a
writing signed by the Secured Party. A waiver so signed shall be effective only
in the specific instance and for the specific purpose given. Mere delay or
failure to act shall not preclude the exercise or enforcement of any rights or
remedies available to the Secured Party. All rights and remedies of the Secured
Party shall be cumulative and may be exercised singularly in any order or
sequence, or concurrently, at the Secured Party's option, and the exercise or
enforcement of any such right or remedy shall neither be a condition to nor bar
the exercise or enforcement of any other. All notices to be given to Debtor
shall be deemed sufficiently given if delivered or mailed by registered,
certified or ordinary mail, postage prepaid, to Debtor at its address set forth
below or at its most recent address shown on the Secured Party's records.

      1.08 An Event of Default under the Loan Agreement shall constitute an
"Event of Default" hereunder.

      1.09 The Secured Party and its participants, if any, are not partners or
joint venturers, and the Secured Party shall not have any liability or
responsibility for any obligation, act or omission of any of its participants.

      1.10 Debtor hereby:

                                       6
<PAGE>

      (a) waives (A) presentment, demand, notice of nonpayment, protest and
notice of protest on the Obligations; and (B) notice of the creation or
incurrence of the Obligations;

      (b) agrees that Secured Party may from time to time, without notice to
Debtor, which notice is hereby waived by Debtor, extend, review or compromise
the Obligations, in whole or in part, without releasing, extinguishing or
affecting in any manner whatsoever the security interest granted hereunder, the
foregoing acts being hereby consented to by Debtor;

      (c) agrees that Secured Party shall not be required to first resort for
payment to any other person, entity or corporation, their properties or estates,
or any other right to remedy whatsoever, prior to enforcing this Agreement;

      (d) agrees that this Agreement shall be and be construed as a continuing,
absolute and unconditional agreement of Debtor without regard to (A) the
validity, regularity or enforceability of the Obligations or the disaffirmance
thereof in any insolvency or bankruptcy proceeding relating to any Borrower
and/or the Debtor, or (B) any event or any conduct or action of the Secured
Party or and other party which might otherwise constitute a legal or equitable
discharge of a surety or of the mortgage or security interest granted hereunder
but for this provision;

      (e) agrees that this Agreement shall remain in full force and effect and
be binding upon Debtor until the Obligations are paid in full;

      (f) agrees that Secured Party is expressly authorized to renew, extend,
compromise, exchange, release or surrender, any or all collateral and security
pledged by the Debtor or any other party to Secured Party to secure all or any
part of the Obligations, with or without consideration and without notice to
Debtor and without in any manner affecting the security interest granted
hereunder; and that the security interest granted hereunder shall not be
affected or impaired by any failure, neglect or omission on the party of Secured
Party to realize upon the Obligations, or upon any collateral or security
therefor, nor by the taking by Secured Party of any other security agreement or
guaranty to secure the Obligations or any other indebtedness of any Borrower
and/or the Debtor to Secured Party, nor by any act or failure to act whatsoever
which but for this provision might or could in law or in equity act to release
the mortgage or security interest granted hereunder;

      (g) agrees that Debtor may be joined in any action or proceeding commenced
in connection with or based upon the Obligations and this Agreement may be
enforced in any such action or proceeding or in any independent action or
proceeding against Debtor shall any Borrower fail to duly and punctually pay any
of the principal of or interest, late charges or prepayment premium, if any, on
the Note, without any requirement that Secured Party first assert, prosecute or
exhaust any remedy or claim against any other party;

      (h) agrees that no waiver by Secured Party of any right or remedy shall be
a waiver of any other right or remedy of the same right or remedy on a later
occasion;

                                       7
<PAGE>

      (i) agrees that no delay or failure by Secured Party to exercise any right
or remedy hereunder or under applicable law shall be a waiver of such right or
remedy; and no single or partial exercise by Secured Party of any such right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy at another time;

      (j) agrees that each remedy of the Secured Party hereunder is distinct and
cumulative to each other right or remedy under any other document related
hereto, or afforded by law, and may be exercised concurrently or independently.

      1.11 This Agreement, and the Security Interests granted hereby, shall be
binding upon Debtor, its successors and assigns, and shall inure to the benefit
of and be enforceable by the Secured Party and each and all of its participants,
successors and assigns, and shall be effective when executed by Debtor and
delivered to the Secured Party whether or not this Agreement is executed by the
Secured Party. All rights and powers specifically conferred upon the Secured
Party may be transferred or delegated to any of the participants, successors or
assigns of the Secured Party. Except to the extent otherwise required by law,
this Agreement and the transaction evidenced hereby shall be governed by the
substantive laws of the state of Minnesota. If any provision or application of
this Agreement is held unlawful or unenforceable in any respect, such illegality
or unenforceability shall not affect other provisions or applications which can
be given effect, and this Agreement shall be construed as if the unlawful or
unenforceable provision or application had never been contained herein or
prescribed hereby. All representations and warranties contained in this
Agreement or in any other agreement between Debtor and the Secured Party shall
survive the execution, delivery and performance of this Agreement and the
creation and payment of the Obligations. Debtor waives notice of the acceptance
of this Agreement by the Secured Party.

              [The rest of this page is intentionally left blank.]

                                       8
<PAGE>

      IN WITNESS WHEREOF, this Security Agreement has been duly executed and
delivered by the proper officers thereunto duly authorized on the day and year
first above written.

                                   GREAT LAKES GAMING OF MICHIGAN, LLC

                                   By: /s/ Timothy Cope
                                       --------------------------------------
                                        Timothy Cope
                                   Its: Chief Financial Officer
                                   Address: 130 Cheshire Lane
                                            Minnetonka, MN 55305

                                   LAKES JAMUL, INC.

                                   By: /s/ Timothy Cope
                                       --------------------------------------
                                       Timothy Cope
                                   Its: Chief Financial Officer
                                   Address: 130 Cheshire Lane
                                            Minnetonka, MN 55305

                                   LAKES KEAN ARGOVITZ RESORTS - CALIFORNIA, LLC

                                   By: /s/ Timothy Cope
                                       --------------------------------------
                                        Timothy Cope
                                   Its: Chief Financial Officer
                                   Address: 130 Cheshire Lane
                                            Minnetonka, MN 55305

                  [SIGNATURE PAGE 1 OF 5 TO SECURITY AGREEMENT]

                                       9
<PAGE>

                                             LAKES SHINGLE SPRINGS, INC.

                                             By: /s/ Timothy Cope
                                                 -------------------------------
                                                  Timothy Cope
                                             Its: Chief Financial Officer
                                             Address: 130 Cheshire Lane
                                                      Minnetonka, MN 55305

                                             LAKES KAR - SHINGLE SPRINGS, LLC

                                             By: /s/ Timothy Cope
                                                 -------------------------------
                                                  Timothy Cope
                                             Its: Chief Financial Officer
                                             Address: 130 Cheshire Lane
                                                      Minnetonka, MN 55305

                                             LAKES GAME DEVELOPMENT, LLC

                                             By: /s/ Timothy Cope
                                                 -------------------------------
                                                  Timothy Cope
                                             Its: Chief Financial Officer
                                             Address: 130 Cheshire Lane
                                                      Minnetonka, MN 55305

                                             LAKES NIPMUC, LLC

                                             By: /s/ Timothy Cope
                                                 -------------------------------
                                                  Timothy Cope
                                             Its: Chief Financial Officer
                                             Address: 130 Cheshire Lane
                                                      Minnetonka, MN 55305

                  [SIGNATURE PAGE 2 OF 5 TO SECURITY AGREEMENT]

                                       10
<PAGE>

                                       LAKES COVERDALE, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       PACIFIC COAST GAMING - SANTA ROSA, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       BORDERS LAND COMPANY, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       LAKES KICKAPOO CONSULTING, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                  [SIGNATURE PAGE 3 OF 5 TO SECURITY AGREEMENT]

                                       11
<PAGE>

                                       LAKES KICKAPOO MANAGEMENT, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       LAKES IOWA CONSULTING, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       LAKES IOWA MANAGEMENT, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       LAKES PAWNEE CONSULTING, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                  [SIGNATURE PAGE 4 OF 5 TO SECURITY AGREEMENT]

                                       12
<PAGE>

                                       LAKES PAWNEE MANAGEMENT, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                                       LAKES GAMING MISSISSIPPI, LLC

                                       By: /s/ Timothy Cope
                                           -------------------------------
                                            Timothy Cope
                                       Its: Chief Financial Officer
                                       Address: 130 Cheshire Lane
                                                Minnetonka, MN 55305

                  [SIGNATURE PAGE 5 OF 5 TO SECURITY AGREEMENT]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>c00956exv10w7.txt
<DESCRIPTION>STOCK PLEDGE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.7

                             STOCK PLEDGE AGREEMENT

      1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned
("Debtor"), hereby assigns, transfers to and pledges with LYLE BERMAN FAMILY
PARTNERSHIP, a Minnesota general partnership ("Secured Party"), and grants to
Secured Party a security interest in:

      All WPT Enterprises, Inc. stock owed by Debtor (collectively called
"Collateral"), together with whatever is receivable or received when any of the
Collateral or proceeds thereof are sold, collected, exchanged or otherwise
disposed of, whether such disposition is voluntary or involuntary, including
without limitation, (a) all rights to payment, including returned premiums, with
respect to any insurance relating to any of the foregoing, (b) all rights to
payment with respect to any claim or cause of action affecting or relating to
any of the foregoing, and (c) all stock rights, rights to subscribe, stock
splits, liquidating dividends, dividends paid in stock, new securities or other
property of any kind which Debtor is or may hereafter be entitled to receive on
account of any securities pledged hereunder, including without limitation, stock
received by Debtor due to stock splits or dividends paid in stock or sums paid
upon or in respect of any securities pledged hereunder upon the liquidation or
dissolution of the issuer thereof (hereinafter called "Proceeds"), and in the
event that Debtor receives any such Proceeds, Debtor will hold the same in trust
on behalf of and for the benefit of Secured Party and will immediately deliver
all such Proceeds to Secured Party in the exact form received, with the
endorsement of Debtor if necessary and/or appropriate undated stock powers duly
executed in blank, to be held by Secured Party as part of the Collateral,
subject to all terms hereof. As long as there is no default under this
Agreement, the Debtor will retain all voting rights of the Collateral, and
receive all dividends.

Notwithstanding anything in this Agreement to the contrary, however, the
security interest granted hereby shall be deemed to be released with respect to
such shares of stock comprising the Collateral as Debtor is permitted to sell
pursuant to Section 3.2(c) of the Loan Agreement when and as such shares are
sold in accordance with and subject to such Section 3.2(c). Secured Party agrees
that it will file such partial releases to UCC financing statements, issue
written instructions to any intermediary with respect to a securities account in
which such shares are held, and take such other action as Debtor may reasonably
request to give effect to and evidence such release.

      2. OBLIGATIONS SECURED. The obligations secured hereby are the payment of
the obligations ("Indebtedness") of Debtor and Lakes Entertainment, Inc, a
Minnesota corporation, as "Borrowers" to Secured Party as "Lender" under the
Loan Agreement of even date herewith (the "Loan Agreement").

      3. TERMINATION. This Agreement will terminate upon the performance of all
obligations of Debtor to Secured Party, including without limitation, the
payment of all Indebtedness of Debtor to Secured Party, and the termination of
all commitments of Secured

<PAGE>

Party to extend credit to Debtor, existing at the time Secured Party receives
written notice from Debtor of the termination of this Agreement.

      4. OBLIGATIONS OF SECURED PARTY.

      (a) Except as provided in the Loan Agreement, Secured Party has no
obligation to make any loans hereunder. Any money received by Secured Party in
respect of the Collateral may be deposited, at Secured Party's option, into a
non-interest bearing account over which Debtor shall have no control, and the
same shall, for all purposes, be deemed Collateral hereunder.

      (b) Secured Party's obligation with respect to Collateral and Proceeds in
its possession shall be strictly limited to the duty to exercise reasonable care
in the custody and preservation of such Collateral and Proceeds, and such duty
shall not include any obligation to ascertain or to initiate any action with
respect to or to inform Debtor of maturity dates, conversion, call or exchange
rights, or offers to purchase the Collateral or Proceeds, or any similar
matters, notwithstanding Secured Party's knowledge of the same. Secured Party
shall have no duty to take any steps necessary to preserve the rights of Debtor
against prior parties, or to initiate any action to protect against the
possibility of a decline in the market value of the Collateral or Proceeds.
Secured Party shall not be obligated to take any action with respect to the
Collateral or Proceeds requested by Debtor unless such request is made in
writing and Secured Party determines, in its sole discretion, that the requested
action would not unreasonably jeopardize the value of the Collateral and
Proceeds as security for the Indebtedness. Secured Party may at any time deliver
the Collateral and Proceeds, or any part thereof, to Debtor, and the receipt
thereof by Debtor shall be a complete and full acquittance for the Collateral
and Proceeds so delivered, and Secured Party shall thereafter be discharged from
any liability or responsibility therefor.

      5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to
Secured Party that: (a) Debtor's legal name is exactly as set forth on the last
page of this Agreement, and all of Debtor's organizational documents or
agreements delivered to Secured Party are complete and accurate in every
material respect; (b) Debtor is the owner and has possession or control of the
Collateral and Proceeds; (c) Debtor has the exclusive right to pledge the
Collateral and Proceeds; (d) all Collateral and Proceeds are genuine, free from
liens, adverse claims, setoffs, default, prepayment, defenses and conditions
precedent of any kind or character, except the lien created hereby or as
otherwise agreed to by Secured Party, or as heretofore disclosed by Debtor to
Secured Party, in writing; (e) all statements contained herein and, where
applicable, in the Collateral, are true and complete in all material respects;
(f) no financing statement covering any of the Collateral or Proceeds, and
naming any secured party other than Secured Party, is on file in any public
office; (g) Debtor is a limited liability company registered under the laws of
the State of Minnesota and its chief executive office is located at the
following address: 130 Cheshire Lane, Minnetonka, MN 55305; and (h) specifically
with respect to Collateral and Proceeds consisting of investment securities,
instruments, chattel paper, documents, contracts, insurance policies or any like
property, (i) all persons appearing to be obligated thereon have authority and
capacity to contract and are bound as they appear to be, and

                                       2
<PAGE>

(ii) the same comply with applicable laws concerning form, content and manner of
preparation and execution.

      6. COVENANTS OF DEBTOR.

      (a) Debtor agrees in general: (i) to pay Indebtedness secured hereby when
due; (ii) to indemnify Secured Party against all losses, claims, demands,
liabilities and expenses of every kind caused by property subject hereto; (iii)
to pay all costs and expenses, including reasonable attorneys' fees, incurred by
Secured Party in the perfection and preservation of the Collateral or Secured
Party's interest therein and/or the realization, enforcement and exercise of
Secured Party's rights, powers and remedies hereunder; (iv) to permit Secured
Party to exercise its powers; (v) to execute and deliver such documents as
Secured Party deems necessary to create, perfect and continue the security
interests contemplated hereby; (vi) not to change its name, and as applicable,
its chief executive office, its principal residence or the jurisdiction in which
it is organized and/or registered without giving Secured Party prior written
notice thereof; (vii) not to change the places where Debtor keeps any Collateral
or Debtor's records concerning the Collateral and Proceeds without giving
Secured Party prior written notice of the address to which Debtor is moving
same; and (viii) to cooperate with Secured Party in perfecting all security
interests granted herein and in obtaining such agreements from third parties as
Secured Party deems necessary, proper or convenient in connection with the
preservation, perfection or enforcement of any of its rights hereunder.

      (b) Debtor agrees with regard to the Collateral and Proceeds, unless
Secured Party agrees otherwise in writing: (i) that Secured Party is authorized
to file financing statements in the name of Debtor to perfect Secured Party's
security interest in Collateral and Proceeds; (ii) not to permit any lien on the
Collateral or Proceeds, except in favor of Secured Party; (iii) except as
permitted by Section 3.2(c) of the Loan Agreement, not to sell, hypothecate or
otherwise dispose of, nor permit the transfer by operation of law of, any of the
Collateral or Proceeds or any interest therein; (iv) to keep, in accordance with
generally accepted accounting principles, complete and accurate records
regarding all Collateral and Proceeds, and to permit Secured Party to inspect
the same and make copies thereof at any reasonable time; (v) if requested by
Secured Party, to receive and use reasonable diligence to collect Proceeds, in
trust and as the property of Secured Party, and to immediately endorse as
appropriate and deliver such Proceeds to Secured Party daily in the exact form
in which they are received together with a collection report in form
satisfactory to Secured Party; (vi) not to commingle Collateral or Proceeds, or
collections thereunder, with other property; (vii) in the event Secured Party
elects to receive payments of Proceeds hereunder, to pay all expenses incurred
by Secured Party in connection therewith, including expenses of accounting,
correspondence, collection efforts, filing, recording, record keeping and
expenses incidental thereto; (viii) to provide any service and do any other acts
which may be necessary to keep all Collateral and Proceeds free and clear of all
defenses, rights of offset and counterclaims; and (ix) if the Collateral or
Proceeds consists of securities and so long as no Event of Default exists, to
vote said securities and to give consents, waivers and ratifications with
respect thereto, provided that no vote shall be cast or consent, waiver or
ratification given or action taken which would impair Secured Party's interests
in the Collateral and Proceeds or be inconsistent with or violate any provisions
of this Agreement.

                                       3
<PAGE>

      7. POWERS OF SECURED PARTY. Debtor appoints Secured Party its true
attorney in fact to perform any of the following powers, which are coupled with
an interest, are irrevocable until termination of this Agreement and may be
exercised from time to time by Secured Party's officers and employees if Debtor
is in default: (a) to perform any obligation of Debtor hereunder in Debtor's
name or otherwise; (b) to notify any person obligated on any security,
instrument or other document subject to this Agreement of Secured Party's rights
hereunder; (c) to collect by legal proceedings or otherwise all dividends,
interest, principal or other sums now or hereafter payable upon or on account of
the Collateral or Proceeds; (d) to enter into any extension, modification,
reorganization, deposit, merger or consolidation agreement, or any other
agreement relating to or affecting the Collateral or Proceeds, and in connection
therewith to deposit or surrender control of the Collateral and Proceeds, to
accept other property in exchange for the Collateral and Proceeds, and to do and
perform such acts and things as Secured Party may deem proper, with any money or
property received in exchange for the Collateral or Proceeds, at Secured Party's
option, to be applied to the Indebtedness or held by Secured Party under this
Agreement; (e) to make any compromise or settlement Secured Party deems
desirable or proper in respect of the Collateral and Proceeds; (f) to insure,
process and preserve the Collateral and Proceeds; (g) to exercise all rights,
powers and remedies which Debtor would have, but for this Agreement, with
respect to all Collateral and Proceeds subject hereto; and (h) to do all acts
and things and execute all documents in the name of Debtor or otherwise, deemed
by Secured Party as necessary, proper and convenient in connection with the
preservation, perfection or enforcement of its rights hereunder. To effect the
purposes of this Agreement or otherwise upon instructions of Debtor, or any of
them, Secured Party may cause any Collateral and/or Proceeds to be transferred
to Secured Party's name or the name of Secured Party's nominee. If an Event of
Default has occurred and is continuing, any or all Collateral and/or Proceeds
consisting of securities may be registered, without notice, in the name of
Secured Party or its nominee, and thereafter Secured Party or its nominee may
exercise, without notice, all voting and corporate rights at any meeting of the
shareholders of the issuer thereof, any and all rights of conversion, exchange
or subscription, or any other rights, privileges or options pertaining to such
Collateral and/or Proceeds, all as if it were the absolute owner thereof. The
foregoing shall include, without limitation, the right of Secured Party or its
nominee to exchange, at its discretion, any and all Collateral and/or Proceeds
upon the merger, consolidation, reorganization, recapitalization or other
readjustment of the issuer thereof, or upon the exercise by the issuer thereof
or Secured Party of any right, privilege or option pertaining to any shares of
the Collateral and/or Proceeds, and in connection therewith, the right to
deposit and deliver any and all of the Collateral and/or Proceeds with any
committee, depository, transfer agent, registrar or other designated agency upon
such terms and conditions as Secured Party may determine. All of the foregoing
rights, privileges or options may be exercised without liability on the part of
Secured Party or its nominee except to account for property actually received by
Secured Party. Secured Party shall have no duty to exercise any of the
foregoing, or any other rights, privileges or options with respect to the
Collateral or Proceeds and shall not be responsible for any failure to do so or
delay in so doing.

      8. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor
agrees to pay, prior to delinquency, all insurance premiums, taxes, charges,
liens and assessments against the Collateral and Proceeds, and upon the failure
of Debtor to do so, Secured Party at its option may pay any of them and shall be
the sole judge of

                                       4
<PAGE>

the legality or validity thereof and the amount necessary to discharge the same.
Any such payments made by Secured Party shall be obligations of Debtor to
Secured Party, due and payable immediately upon demand, together with interest
at a rate determined in accordance with the provisions of Section 15 hereof, and
shall be secured by the Collateral and Proceeds, subject to all terms and
conditions of this Agreement.

      9. EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an "Event of Default" under this Agreement: (a) any default in the
payment or performance of the Indebtedness, or any defined event of default,
under (i) any contract or instrument evidencing any Indebtedness, or (ii) any
other agreement between Debtor and Secured Party, including without limitation
any loan agreement, relating to or executed in connection with the Loan
Agreement; (b) any representation or warranty made by Debtor herein shall prove
to be incorrect, false or misleading in any material respect when made; (c)
Debtor shall fail to observe or perform any obligation or agreement contained
herein; (d) any impairment in the rights of Secured Party in any Collateral or
Proceeds, or any attachment or like levy on any property of Debtor; and (e)
Secured Party, in good faith, believes any or all of the Collateral and/or
Proceeds to be in danger of misuse, dissipation, commingling, loss, theft,
damage or destruction, or otherwise in jeopardy or unsatisfactory in character
or value.

      10. REMEDIES. Upon the occurrence of any Event of Default, Secured Party
shall have the right to declare immediately due and payable all or any
Indebtedness secured hereby and to terminate any commitments to make loans or
otherwise extend credit to Debtor. Secured Party shall have all other rights,
powers, privileges and remedies granted to a secured party upon default under
the Minnesota Uniform Commercial Code or otherwise provided by law, including
without limitation, the (a) right to contact all persons obligated to Debtor on
any Collateral or Proceeds and to instruct such persons to deliver all
Collateral and/or Proceeds directly to Secured Party, and (b) to sell, lease,
license or otherwise dispose of any or all Collateral subject to compliance with
all securities laws. All rights, powers, privileges and remedies of Secured
Party shall be cumulative. No delay, failure or discontinuance of Secured Party
in exercising any right, power, privilege or remedy hereunder shall affect or
operate as a waiver of such right, power, privilege or remedy; nor shall any
single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the
exercise of any other right, power, privilege or remedy. Any waiver, permit,
consent or approval of any kind by Secured Party of any default hereunder, or
any such waiver of any provisions or conditions hereof, must be in writing and
shall be effective only to the extent set forth in writing. It is agreed that
the disposition of the Collateral shall comply with securities laws. While an
Event of Default exists: (a) Secured Party may, at any time and at Secured
Party's sole option, liquidate any time deposits pledged hereunder, whether or
not said time deposits have matured and notwithstanding the fact that such
liquidation may give rise to penalties for early withdrawal of funds; (b) Debtor
will not dispose of any Collateral or Proceeds except on terms approved by
Secured Party; (c) Secured Party may appropriate the Collateral and apply all
Proceeds toward repayment of the Indebtedness in such order of application as
Secured Party may from time to time elect; and (d) at Secured Party's request,
Debtor will assemble and deliver all Collateral and Proceeds, and books and
records pertaining thereto, to Secured Party at a reasonably convenient place
designated by Secured Party. For any Collateral or Proceeds consisting of
securities, Secured Party shall have no obligation to delay a disposition of any
portion thereof for the period

                                       5
<PAGE>

of time necessary to permit the issuer thereof to register such securities for
public sale under any applicable state or Federal law, even if the issuer
thereof would agree to do so. Debtor further agrees that Secured Party shall
have no obligation to process or prepare any Collateral for sale or other
disposition. Notwithstanding anything herein to the contrary, Secured Party
shall not give any entitlement orders or instructions, notices or requests to
any intermediary with respect to any account in which the Collateral is held or
any issuer of uncertificated securities constituting Collateral unless an Event
of Default has occurred and is continuing, other than in connection with the
release of any Collateral.

      11. DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In
disposing of Collateral hereunder, Secured Party may disclaim all warranties of
title, possession, quiet enjoyment and the like. Any proceeds of any disposition
of any Collateral or Proceeds, or any part thereof, may be applied by Secured
Party to the payment of expenses incurred by Secured Party in connection with
the foregoing, including reasonable attorneys' fees, and the balance of such
proceeds may be applied by Secured Party toward the payment of the Indebtedness
in such order of application as Secured Party may from time to time elect. Upon
the transfer of all or any part of the Indebtedness, Secured Party may transfer
all or any part of the Collateral or Proceeds and shall be fully discharged
thereafter from all liability and responsibility with respect to any of the
foregoing so transferred, and the transferee shall be vested with all rights and
powers of Secured Party hereunder with respect to any of the foregoing so
transferred; but with respect to any Collateral or Proceeds not so transferred,
Secured Party shall retain all rights, powers, privileges and remedies herein
given.

      12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in
full and all commitments by Secured Party to extend credit to Debtor have been
terminated, the power of sale or other disposition and all other rights, powers,
privileges and remedies granted to Secured Party hereunder shall continue to
exist and may be exercised by Secured Party at any time and from time to time
irrespective of the fact that the Indebtedness or any part thereof may have
become barred by any statute of limitations, or that the personal liability of
Debtor may have ceased, unless such liability shall have ceased due to the
payment in full of all Indebtedness secured hereunder.

      13. MISCELLANEOUS. [Intentionally omitted].

      14. NOTICES. All notices, requests and demands required under this
Agreement must be in writing, addressed to Secured Party at the address
specified in any other loan documents entered into between Debtor and Secured
Party and to Debtor at the address of its chief executive office (or principal
residence, if applicable) specified below or to such other address as any party
may designate by written notice to each other party, and shall be deemed to have
been given or made as follows: (a) if personally delivered, upon delivery; (b)
if sent by mail, upon the earlier of the date of receipt or three (3) days after
deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by
telecopy, upon receipt.

      15. COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Secured Party
immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside
counsel fees and all allocated

                                       6
<PAGE>

costs of Secured Party's in-house counsel), expended or incurred by Secured
Party in exercising any right, power, privilege or remedy conferred by this
Agreement or in the enforcement thereof, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any of
the foregoing incurred in connection with any bankruptcy proceeding (including
without limitation, any adversary proceeding, contested matter or motion brought
by Secured Party or any other person) relating to Debtor or in any way affecting
any of the Collateral or Secured Party's ability to exercise any of its rights
or remedies with respect thereto. All of the foregoing shall be paid by Debtor
with interest from the date of demand until paid in full at a rate per annum
equal to twelve percent (12%), but not in excess of the maximum rate permitted
under applicable Minnesota law.

      16. SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon
and inure to the benefit of the heirs, executors, administrators, legal
representatives, successors and assigns of the parties, and may be amended or
modified only in writing signed by Secured Party and Debtor.

      17. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall
be held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or any remaining provisions
of this Agreement.

      18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota.

         [Remainder of Page Intentionally Blank; Signature Page Follows]

                                       7
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed as of
December 15, 2005.

                                        LAKES POKER TOUR, LLC

                                           /s/ Timothy Cope
                                           --------------------------------
                                           Timothy Cope
                                           Its Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>9
<FILENAME>c00956exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                                                      NEWS RELEASE
                                                      LAKES ENTERTAINMENT, INC.
[LAKES LOGO]                                          130 CHESHIRE LANE
                                                      MINNETONKA, MN 55305
                                                      952-449-9092
                                                      952-449-9353 (FAX)
                                                      WWW.LAKESENTERTAINMENT.COM
                                                      (LACO)

FOR FURTHER INFORMATION CONTACT:
Timothy J. Cope 952-449-7030

FOR IMMEDIATE RELEASE:
Friday, December 16, 2005

                       LAKES ENTERTAINMENT, INC. ANNOUNCES
                    CLOSING ON $20 MILLION FINANCING FACILITY

MINNEAPOLIS, DECEMBER 16, 2005 - LAKES ENTERTAINMENT, INC. (LACO) announced
today that it closed on a $20 million financing facility with the Lyle Berman
Family Partnership (The Partnership). An initial draw of $10 million was made
under the facility and the remaining $10 million can be drawn in $5 million
increments over time as needed. Any funds drawn under the facility bear interest
at the rate of 12% per annum and are due and payable on the third anniversary of
the first advance drawn. No commitment fees, closing fees or loan servicing fees
were assessed or paid in connection with the facility. Lakes may prepay the
facility in whole or in part without penalty. Lyle Berman, Lakes' Chairman and
Chief Executive Officer, does not have an ownership or other beneficial interest
in the Partnership. Neil Sell, a Director of Lakes, is one of the trustees of
the irrevocable trusts that are the partners in the Partnership. Tim Cope,
President and Chief Financial Officer of Lakes stated, "I am pleased that the
Company was able to obtain this facility as we continue to explore alternative
financing options. This loan commitment provides us with the capital needed to
continue to move forward with our various development projects."

The financing facility is secured by substantially all of the assets of Lakes
including Lakes' shares of WPT Enterprises (WPTE). The facility does permit
Lakes to separately sell up to 3.5 million of the approximate 12.5 million WPTE
shares it owns without application of the proceeds to payment of the financing
facility subject to certain terms and conditions. In consideration for the
financing facility, Lakes issued to the Partnership warrants for the purchase of
up to 2 million shares of its common stock at a purchase price of $7.88 per
share that expire in December, 2012. The warrants are only exercisable if Lakes'
borrowings under the facility exceed $10 million in the aggregate or if any
amounts under the facility are not repaid before February 28, 2006. In addition,
Lakes agreed to use its best efforts to cause WPTE to file a registration
statement by no later than April 15, 2006 thus allowing for the possible resale
of WPTE shares pledged by Lakes to the Partnership. If Lakes were to sell more
than the 3.5 million shares of WPTE, such proceeds would first be used to pay
down the financing

<PAGE>
facility. Lakes has agreed to pay substantially all of the costs incurred in the
preparation and filing of such registration statement.

As previously announced, Lakes continues to explore additional financing
alternatives to fund its operational and development needs including the
engagement of an investment banking firm to evaluate strategic alternatives for
the Company's WPTE shares.

ABOUT LAKES ENTERTAINMENT

Lakes Entertainment, Inc. currently has development and management agreements
with five separate Tribes for new casino operations in Michigan, California, and
Oklahoma, a total of eight separate casino sites. In addition, Lakes has
announced plans to develop a company owned casino resort project in Vicksburg,
Mississippi. The Company also owns approximately 62% of WPT Enterprises, Inc.
(Nasdaq "WPTE"), a separate publicly held media and entertainment company
principally engaged in the development, production and marketing of gaming
themed televised programming including the World Poker Tour television series,
the licensing and sale of branded products and the sale of corporate
sponsorships.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by Lakes Entertainment, Inc.) contains statements
that are forward-looking, such as statements relating to plans for future
expansion and other business development activities as well as other capital
spending, financing sources and the effects of regulation (including gaming and
tax regulation) and competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, the relisting of
Lakes' common stock on The Nasdaq Stock Market; need for current financing to
meet Lakes' operational and development needs; those relating to the inability
to complete or possible delays in completion of Lakes' casino projects,
including various regulatory approvals and numerous other conditions which must
be satisfied before completion of these projects; possible termination or
adverse modification of management contracts; Lakes operates in a highly
competitive industry; possible changes in regulations; reliance on continued
positive relationships with Indian tribes and repayment of amounts owed to Lakes
by Indian tribes; possible need for future financing to meet Lakes' expansion
goals; risks of entry into new businesses; reliance on Lakes' management; and
the fact that the WPTE shares held by Lakes are currently not liquid assets, and
there is no assurance that Lakes will be able to realize value from these
holdings equal to the current or future market value of WPTE common stock. There
are also risks and uncertainties relating to WPTE that may have a material
effect on the Company's consolidated results of operations or the market value
of the WPTE shares held by the Company, including WPTE's significant dependence
on the Travel Channel as a source of revenue; the potential that WPTE's
television programming will fail to maintain a sufficient audience; difficulty
of predicting the growth of WPTE's online casino business, which is a relatively
new industry with an increasing number of market entrants; the uncertainty of
the regulatory environment for online gaming, which may affect WPTE's ability to
pursue its online gaming business fully or cause WPTE's activities to be found
to be in violation of applicable United State or foreign regulations; the risk
that competitors with greater financial resources or marketplace presence might
develop television programming that would directly compete with WPTE's
television programming; the risk that WPTE may not be able to protect its
entertainment concepts, current and future brands and other intellectual
property rights; risks associated with future expansion into new or
complementary businesses; the termination or impairment of WPTE's relationships
with key licensing and strategic partners; and WPTE's dependence on its senior
management team. For more information, review the Company's filings with the
Securities and Exchange Commission.

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>10
<FILENAME>c00956exv99w2.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

                                                      NEWS RELEASE
                                                      LAKES ENTERTAINMENT, INC.
[LAKES LOGO]                                          130 CHESHIRE LANE
                                                      MINNETONKA, MN 55305
                                                      952-449-9092
                                                      952-449-9353 (FAX)
                                                      WWW.LAKESENTERTAINMENT.COM
                                                      (LACO)

FOR FURTHER INFORMATION CONTACT:
Timothy J. Cope 952-449-7030

FOR IMMEDIATE RELEASE:
Monday, December 19, 2005

                       LAKES ENTERTAINMENT, INC. ANNOUNCES
             THE FILING OF FORM 10-Q FOR EACH OF THE THREE QUARTERS
                                    OF 2005

MINNEAPOLIS, DECEMBER 19, 2005 - LAKES ENTERTAINMENT, INC. (LACO) announced
today that on December 16, 2005 it filed its Quarterly Reports on Form 10-Q for
each of the three quarterly periods ended April 3, 2005, July 3, 2005 and
October 2, 2005.

Lakes previously announced that as a result of discussions with the staff of the
United States Securities and Exchange Commission, the Company re-evaluated its
accounting methodology surrounding its contractual relationships with Indian
tribes and determined that for purposes of revenue recognition it will
separately recognize the separate elements of its development and management
agreements with Indian tribes. Historically, Lakes recorded its advances to
Indian tribes as notes receivable and deferred recognition of interest income
due to the contingent repayment terms of the notes. Lakes has determined that as
advances are made to a tribe pursuant to the development relationship it will
give separate recognition to the contractual notes receivable established and
the related interests in management contracts that are acquired in conjunction
with the development agreements. As a result of the change in Lakes' accounting
methodology, the unaudited condensed consolidated financial statements for all
periods presented in the Form 10-Qs reflect this accounting policy. Attached are
each Quarter's Unaudited Condensed Consolidated Balance Sheet and Consolidated
Statement of Loss.

Tim Cope, President and Chief Financial Officer of Lakes stated, "The filing of
the Form 10-Qs for 2005 now puts our Company into the position of being a
current filer with the Securities and Exchange Commission. Our next step is to
apply to The NASDAQ Stock Market for relisting of our common stock on The NASDAQ
National Market. Based on our current communication with members, we expect our
relisting process to be completed within the next six to eight weeks, however we
can give no assurances that our common stock will be approved for relisting."

<PAGE>

ABOUT LAKES ENTERTAINMENT

Lakes Entertainment, Inc. currently has development and management agreements
with five separate Tribes for new casino operations in Michigan, California, and
Oklahoma, a total of eight separate casino sites. In addition, Lakes has
announced plans to develop a company owned casino resort project in Vicksburg,
Mississippi. The Company also owns approximately 62% of WPT Enterprises, Inc.
(Nasdaq "WPTE"), a separate publicly held media and entertainment company
principally engaged in the development, production and marketing of gaming
themed televised programming including the World Poker Tour television series,
the licensing and sale of branded products and the sale of corporate
sponsorships.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by Lakes Entertainment, Inc.) contains statements
that are forward-looking, such as statements relating to plans for future
expansion and other business development activities as well as other capital
spending, financing sources and the effects of regulation (including gaming and
tax regulation) and competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, the relisting of
Lakes' common stock on The Nasdaq Stock Market; need for current financing to
meet Lakes' operational and development needs; those relating to the inability
to complete or possible delays in completion of Lakes' casino projects,
including various regulatory approvals and numerous other conditions which must
be satisfied before completion of these projects; possible termination or
adverse modification of management contracts; Lakes operates in a highly
competitive industry; possible changes in regulations; reliance on continued
positive relationships with Indian tribes and repayment of amounts owed to Lakes
by Indian tribes; possible need for future financing to meet Lakes' expansion
goals; risks of entry into new businesses; reliance on Lakes' management; and
the fact that the WPTE shares held by Lakes are currently not liquid assets, and
there is no assurance that Lakes will be able to realize value from these
holdings equal to the current or future market value of WPTE common stock. There
are also risks and uncertainties relating to WPTE that may have a material
effect on the Company's consolidated results of operations or the market value
of the WPTE shares held by the Company, including WPTE's significant dependence
on the Travel Channel as a source of revenue; the potential that WPTE's
television programming will fail to maintain a sufficient audience; difficulty
of predicting the growth of WPTE's online casino business, which is a relatively
new industry with an increasing number of market entrants; the uncertainty of
the regulatory environment for online gaming, which may affect WPTE's ability to
pursue its online gaming business fully or cause WPTE's activities to be found
to be in violation of applicable United State or foreign regulations; the risk
that competitors with greater financial resources or marketplace presence might
develop television programming that would directly compete with WPTE's
television programming; the risk that WPTE may not be able to protect its
entertainment concepts, current and future brands and other intellectual
property rights; risks associated with future expansion into new or
complementary businesses; the termination or impairment of WPTE's relationships
with key licensing and strategic partners; and WPTE's dependence on its senior
management team. For more information, review the Company's filings with the
Securities and Exchange Commission.

                                       2
<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        APRIL 3, 2005 AND JANUARY 2, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                 APRIL 3, 2005   JANUARY 2, 2005
                                                                                                 -------------   ---------------
                                                                                                  (UNAUDITED)
<S>                                                                                              <C>             <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                                      $  36,949      $  28,717
     (balance includes $12.2 million and $4.5 of WPT Enterprises, Inc. cash)
    Short-term investments                                                                            19,447         28,930
     (balance includes $19.5 million and $27.8 of WPT Enterprises, Inc. short-term investments)
    Accounts receivable                                                                                1,223          2,038

    Deferred tax asset                                                                                   166            137
    Prepaids                                                                                           1,008          1,233
    Other current assets                                                                               1,873          1,159
                                                                                                   ---------      ---------
Total current assets                                                                                  60,666         62,214
                                                                                                   ---------      ---------
Property and equipment, net of accumulated depreciation                                                7,310          6,795
                                                                                                   ---------      ---------
Long-term assets related to Indian casino projects
    Notes receivable, Indian Tribes                                                                   71,609         67,066
    Land held for development                                                                         15,516         15,433
    Intangible asset related to acquisition of management contracts                                   42,045         41,096
    Other                                                                                              2,417          2,024
                                                                                                   ---------      ---------
Total long-term assets related to Indian casino projects                                             131,587        125,619
                                                                                                   ---------      ---------
    Investments                                                                                        5,266          6,093
    Deferred tax asset                                                                                 4,278          4,278
    Other                                                                                              4,092          4,090
                                                                                                   ---------      ---------
TOTAL ASSETS                                                                                       $ 213,199      $ 209,089
                                                                                                   =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                                               $   1,490      $     780
    Income taxes payable                                                                              10,026          5,457
    Accrued payroll and related costs                                                                    490            891
    Deferred revenue                                                                                   3,601          3,280
    Other accrued expenses                                                                             4,518          3,449
                                                                                                   ---------      ---------
TOTAL LIABILITIES                                                                                     20,125         13,857
                                                                                                   ---------      ---------
COMMITMENTS AND CONTINGENCIES

Common shares issued by subsidiary subject to repurchase                                                 629            618

Minority interest                                                                                     10,991         11,222

Shareholders' equity:
    Capital stock, $.01 par value; authorized 200,000 shares; 22,300 and 22,253
    common shares issued and outstanding at April 3, 2005 and January 2, 2005, respectively              223            223

    Additional paid-in capital                                                                       158,118        157,895

    Retained earnings                                                                                 23,161         25,280

    Accumulated other comprehensive loss                                                                 (48)            (6)
                                                                                                   ---------      ---------
Total shareholders' equity                                                                           181,454        183,392
                                                                                                   ---------      ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                         $ 213,199      $ 209,089
                                                                                                   =========      =========
</TABLE>

                                       3
<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                      (IN THOUSANDS, EXCEPT LOSS PER SHARE)

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                        -------------------------------
                                                                        APRIL 3, 2005     APRIL 4, 2004
                                                                        -------------     -------------
                                                                         (UNAUDITED)        (RESTATED)
<S>                                                                     <C>               <C>
REVENUES:
     License fee income                                                    $  3,463         $  3,643
     Host fees, sponsorship and other                                           641              497
                                                                           --------         --------
         Total revenues                                                       4,104            4,140
                                                                           --------         --------
COSTS AND EXPENSES:
     Selling, general and administrative                                      6,463            3,248
     Production costs                                                         3,187            2,472
     Depreciation                                                                92              143
                                                                           --------         --------
         Total costs and expenses                                             9,742            5,863

     Net unrealized gain on notes receivable                                  2,836              576
                                                                           --------         --------
LOSS FROM OPERATIONS                                                         (2,802)          (1,147)
                                                                           --------         --------
OTHER INCOME:
     Interest income                                                            449               48
     Other                                                                        -               40
                                                                           --------         --------
         Total other income                                                     449               88
                                                                           --------         --------
Loss before income taxes, equity in earnings of investments and
     minority interest                                                       (2,353)          (1,059)
Income tax provision (benefit)                                                  355             (407)
                                                                           --------         --------
Loss before equity in earnings of investments and minority interest          (2,708)            (652)
Equity in earnings of investments, net of tax                                    13              260
                                                                           --------         --------
Loss before minority interest                                                (2,695)            (392)
Minority interest in net loss of subsidiary                                     576                -
                                                                           --------         --------
NET LOSS                                                                   ($ 2,119)        ($   392)
                                                                           ========         ========

LOSS PER SHARE, BASIC AND DILUTED                                          ($  0.10)        ($  0.02)
                                                                           ========         ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                   22,267           21,770
                                                                           ========         ========
</TABLE>

                                       4
<PAGE>
                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                        JULY 3, 2005 AND JANUARY 2, 2005


                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                    JULY 3, 2005     JANUARY 2, 2005
                                                                                                     (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                                           $ 24,436            $ 28,717
   (balance includes $5.6 million and $4.5 million of WPT Enterprises, Inc. cash)
   Short-term investments                                                                                26,566              28,930
   (balance includes $26.6 million and $27.8 million of WPT Enterprises, Inc.
   short-term investments)
   Accounts receivable, net of allowance of $0.2 million and $0                                           1,402               2,038
   Deferred tax asset                                                                                       162                 137
   Prepaids                                                                                                 684               1,233
   Other current assets                                                                                     601               1,159
- ------------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                                     53,851              62,214
- ------------------------------------------------------------------------------------------------------------------------------------
Property and equipment, net of accumulated depreciation                                                   7,889               6,795
- ------------------------------------------------------------------------------------------------------------------------------------
Long-term assets related to Indian casino projects
   Notes receivable, Indian Tribes                                                                       73,803              67,066
   Land held for development                                                                             15,783              15,433
   Intangible asset related to acquisition of management contracts                                       43,247              41,096
   Other                                                                                                  3,045               2,024
- ------------------------------------------------------------------------------------------------------------------------------------
Total long-term assets related to Indian casino projects                                                135,878             125,619
- ------------------------------------------------------------------------------------------------------------------------------------
   Investments                                                                                            5,259               6,093
   Deferred tax asset                                                                                     4,278               4,278
   Other                                                                                                  4,414               4,090
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                                           $211,569            $209,089
====================================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                                    $  3,464            $    780
   Income taxes payable                                                                                  10,369               5,457
   Accrued payroll and related costs                                                                        697                 891
   Deferred revenue                                                                                       3,448               3,280
   Other accrued expenses                                                                                 5,946               3,449
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                                                        23,924              13,857
- ------------------------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES

Common shares issued by subsidiary subject to repurchase                                                    639                 618

Minority interest                                                                                        11,185              11,222

Shareholders' equity:
   Capital stock, $.01 par value; authorized 200,000 shares; 22,300 and 22,253
   common shares issued and outstanding
   at July 3, 2005, and January 2, 2005, respectively                                                       223                 223
   Additional paid-in capital                                                                           158,130             157,895
   Retained earnings                                                                                     17,510              25,280
   Accumulated other comprehensive loss                                                                     (42)                 (6)
- ------------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                                              175,821             183,392
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                             $211,569            $209,089
====================================================================================================================================
</TABLE>



                                       5



<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF LOSS
                      (IN THOUSANDS, EXCEPT LOSS PER SHARE)


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                     -----------------------------
                                                                     JULY 3, 2005     JULY 4, 2004
                                                                     ------------     ------------
                                                                     (UNAUDITED)        (RESTATED)
<S>                                                                  <C>              <C>
REVENUES:
      License fee income                                               $  5,341         $  3,770
      Host fees, sponsorship and other                                    1,260              948
                                                                       --------         --------
         Total revenues                                                   6,601            4,718
                                                                       --------         --------
COSTS AND EXPENSES:
      Selling, general and administrative                                 6,970            3,146
      Production costs                                                    4,377            2,645
      Net impairment losses                                                   -            5,833
      Depreciation                                                          113              150
                                                                       --------         --------
         Total costs and expenses                                        11,460           11,774

      Net unrealized loss on notes receivable                              (956)             (44)
                                                                       --------         --------

LOSS FROM OPERATIONS                                                     (5,815)          (7,100)
                                                                       --------         --------
OTHER INCOME:
      Interest income                                                       364               43
                                                                       --------         --------
         Total other income                                                 364               43
                                                                       --------         --------

Loss before income taxes, equity in loss of investments and
      minority interest                                                  (5,451)          (7,057)
Income tax provision (benefit)                                              352             (469)
                                                                       --------         --------

Loss before equity in loss on investments and minority interest          (5,803)          (6,588)
Equity in loss of investments, net of tax                                    (7)             (14)
                                                                       --------         --------

Loss before minority interest                                            (5,810)          (6,602)
Minority interest in net loss of subsidiary                                 159                -
                                                                       --------         --------
NET LOSS                                                               ($ 5,651)        ($ 6,602)
                                                                       ========         ========
LOSS PER SHARE, BASIC AND DILUTED                                      ($  0.25)        ($  0.30)
                                                                       ========         ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                               22,300           22,212
                                                                       ========         ========
</TABLE>

                                       6
<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF LOSS
                      (IN THOUSANDS, EXCEPT LOSS PER SHARE)

<TABLE>
<CAPTION>
                                                                               SIX MONTHS ENDED
                                                                         -----------------------------
                                                                         JULY 3, 2005     JULY 4, 2004
                                                                         ------------     ------------
                                                                         (UNAUDITED)        (RESTATED)
<S>                                                                      <C>              <C>
REVENUES:
     License fee income                                                    $  8,804         $  7,413
     Host fees, sponsorship and other                                         1,901            1,445
                                                                           --------         --------
         Total revenues                                                      10,705            8,858
                                                                           --------         --------
COSTS AND EXPENSES:
     Selling, general and administrative                                     13,435            6,394
     Production costs                                                         7,564            5,117
     Net impairment losses                                                        -            5,833
     Depreciation                                                               204              293
                                                                           --------         --------
         Total costs and expenses                                            21,203           17,637

     Net unrealized gain on notes receivable                                  1,880              530
                                                                           --------         --------
LOSS FROM OPERATIONS                                                         (8,618)          (8,249)
                                                                           --------         --------
OTHER INCOME:
     Interest income                                                            814               91
     Other                                                                        -               42
                                                                           --------         --------
         Total other income                                                     814              133
                                                                           --------         --------
Loss before income taxes, equity in earnings of investments and
     minority interest                                                       (7,804)          (8,116)
Income tax provision (benefit)                                                  707             (877)
                                                                           --------         --------
Loss before equity in earnings of investments and minority interest          (8,511)          (7,239)
Equity in earnings of investments, net of tax                                     6              245
                                                                           --------         --------
Loss before minority interest                                                (8,505)          (6,994)
Minority interest in net loss of subsidiary                                     735                -
                                                                           --------         --------

NET LOSS                                                                   ($ 7,770)        ($ 6,994)
                                                                           ========         ========

LOSS PER SHARE, BASIC AND DILUTED                                          ($  0.35)        ($  0.32)
                                                                           ========         ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                   22,289           21,982
                                                                           ========         ========
</TABLE>

                                       7
<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                       OCTOBER 2, 2005 AND JANUARY 2, 2005
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                            OCTOBER 2, 2005  JANUARY 2, 2005
                                                                                            --------------   ----------------
                                                                                              (UNAUDITED)
<S>                                                                                         <C>              <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                                  $  16,723      $  28,717
    (balance includes $3.0 million and $4.5 million of WPT Enterprises, Inc. cash)
    Short-term investments                                                                        27,471         28,930
     (balance includes $27.5 million and $27.8 million of WPT Enterprises, Inc.
      short-term investments)
    Accounts receivable, net of allowance of $0.1 million and $0                                   1,509          2,038
    Deferred tax asset                                                                                95            137
    Prepaids                                                                                       1,025          1,233
    Other current assets                                                                           1,842          1,159
                                                                                               ---------      ---------
Total current assets                                                                              48,665         62,214
                                                                                               ---------      ---------
Property and equipment, net of accumulated depreciation                                           12,555          6,795
                                                                                               ---------      ---------
Long-term assets related to Indian casino projects
    Notes receivable, Indian Tribes                                                               77,789         67,066
    Land held for development                                                                     16,164         15,433
    Intangible asset related to acquisition of management contracts                               44,290         41,096
    Other                                                                                          4,247          2,024
                                                                                               ---------      ---------
Total long-term assets related to Indian casino projects                                         142,490        125,619
                                                                                               ---------      ---------
    Investments                                                                                      260          6,093
    Deferred tax asset                                                                             4,278          4,278
    Other                                                                                          4,586          4,090
                                                                                               ---------      ---------
TOTAL ASSETS                                                                                   $ 212,834      $ 209,089
                                                                                               =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                                           $  12,970      $     780
    Income taxes payable                                                                          10,619          5,457
    Accrued payroll and related costs                                                                941            891
    Deferred revenue                                                                               4,764          3,280
    Other accrued expenses                                                                         3,611          3,449
                                                                                               ---------      ---------
TOTAL LIABILITIES                                                                                 32,905         13,857
                                                                                               ---------      ---------
COMMITMENTS AND CONTINGENCIES

Common shares issued by subsidiary subject to repurchase                                               -            618

Minority interest                                                                                 11,000         11,222

Shareholders' equity:
    Capital stock, $.01 par value; authorized 200,000 shares; 22,300 and 22,253
    common shares issued and outstanding at October 2, 2005 and January 2, 2005,
      respectively                                                                                   223            223
    Additional paid-in capital                                                                   158,316        157,895
    Retained earnings                                                                             10,469         25,280
    Accumulated other comprehensive loss                                                             (79)            (6)
                                                                                               ---------      ---------
Total shareholders' equity                                                                       168,929        183,392
                                                                                               ---------      ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                     $ 212,834      $ 209,089
                                                                                               =========      =========
</TABLE>

                                       8
<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF LOSS
                      (IN THOUSANDS, EXCEPT LOSS PER SHARE)

<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                               -------------------------------
                                                                               OCTOBER 2, 2005  OCTOBER 3, 2004
                                                                               ---------------  ---------------
                                                                                 (UNAUDITED)      (RESTATED)
<S>                                                                            <C>              <C>
REVENUES:
     License fee income                                                           $  1,766         $  2,854
     Host fees, sponsorship and other                                                  365              119
                                                                                  --------         --------
         Total revenues                                                              2,131            2,973
                                                                                  --------         --------
COSTS AND EXPENSES:
     Selling, general and administrative                                             6,936            3,697
     Production costs                                                                  561            1,942
     Net impairment losses                                                              94                -
     Depreciation                                                                      133              163
                                                                                  --------         --------
         Total costs and expenses                                                    7,724            5,802

     Net unrealized gain (loss) on notes receivable                                 (2,120)             790
                                                                                  --------         --------

LOSS FROM OPERATIONS                                                                (7,713)          (2,039)
                                                                                  --------         --------
OTHER INCOME:
     Interest income                                                                   443              104

     Other                                                                               -                1
                                                                                  --------         --------
         Total other income                                                            443              105
                                                                                  --------         --------
Loss before income taxes, equity in earnings (loss) of investments and
     minority interest                                                              (7,270)          (1,934)
Income tax provision (benefit)                                                         354             (791)
                                                                                  --------         --------

Loss before equity in earnings (loss) of investments and minority interest          (7,624)          (1,143)
Equity in earnings (loss) of investments, net of tax                                     1              (19)
                                                                                  --------         --------

Loss before minority interest                                                       (7,623)          (1,162)
Minority interest in net (income) loss of subsidiary                                   581              (53)
                                                                                  --------         --------
NET LOSS                                                                          ($ 7,042)        ($ 1,215)
                                                                                  ========         ========

LOSS PER SHARE, BASIC AND DILUTED                                                 ($  0.32)        ($  0.05)
                                                                                  ========         ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                          22,300           22,232
                                                                                  ========         ========
</TABLE>

                                       9
<PAGE>

                   LAKES ENTERTAINMENT, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF LOSS
                      (IN THOUSANDS, EXCEPT LOSS PER SHARE)


<TABLE>
<CAPTION>
                                                                               NINE MONTHS ENDED
                                                                       ---------------------------------
                                                                       OCTOBER 2, 2005   OCTOBER 3, 2004
                                                                       ---------------   ---------------
                                                                        (UNAUDITED)         (RESTATED)
<S>                                                                    <C>               <C>
REVENUES:
     License fee income                                                    $ 10,568         $ 10,266
     Host fees, sponsorship and other                                         2,266            1,565
                                                                           --------         --------
         Total revenues                                                      12,834           11,831
                                                                           --------         --------
COSTS AND EXPENSES:
     Selling, general and administrative                                     20,368           10,088
     Production costs                                                         8,125            7,059
     Net impairment losses                                                       94            5,833
     Depreciation                                                               337              456
                                                                           --------         --------
         Total costs and expenses                                            28,924           23,436

     Net unrealized gain (loss) on notes receivable                            (241)           1,318
                                                                           --------         --------
LOSS FROM OPERATIONS                                                        (16,331)         (10,287)
                                                                           --------         --------
OTHER INCOME:
     Interest income                                                          1,256              195
     Other                                                                        -               42
                                                                           --------         --------
         Total other income                                                   1,256              237
                                                                           --------         --------
Loss before income taxes, equity in earnings of investments and
     minority interest                                                      (15,075)         (10,050)
Income tax provision (benefit)                                                1,061           (1,667)
                                                                           --------         --------

Loss before equity in earnings of investments and minority interest         (16,136)          (8,383)
Equity in earnings of investments, net of tax                                     7              227
                                                                           --------         --------

Loss before minority interest                                               (16,129)          (8,156)
Minority interest in net (income) loss of subsidiary                          1,317              (53)
                                                                           --------         --------
NET LOSS                                                                   ($14,812)        ($ 8,209)
                                                                           ========         ========

LOSS PER SHARE, BASIC AND DILUTED                                          ($  0.66)        ($  0.37)
                                                                           ========         ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                                   22,296           22,063
                                                                           ========         ========
</TABLE>

                                       10
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
