**Exhibit 10.35**

**DEMANDNOTE**

 

PrincipleAmount $422,224.90                                                                                    February6, 2003

AnnualInterest Rate: 15%

PIKRate: 10%

This Demand Note (this “Note”)is issued by Duke’s — Sparks, LLC and Endeavor North and its Guarantors (“Borrower”),in favor of  ARCHON CORPORATION (“Holder”),in the face amount of Four hundred twenty-two thousand two hundred twenty fourdollars and ninety cents ($422,224.90).

Borrower, for valuereceived, hereby promises to pay to the order of Holder, having its principaloffice at 3993 Howard Hughes Parkway, Las Vegas, NV 89109, or its permittedassigns, the principal sum of $422,224.90 or such other principal sum as shallbe outstanding hereunder, together with any accrued and unpaid interestthereon, within one business day of written demand by Holder in accordance withthe provisions hereof, and to pay interest thereon from the date eachdisbursement was made (see attached schedule) on the unpaid principal amount ofthis Note

1.             Payments of principal of and interest on this Note shallbe made at the address of Holder set forth above or at such other address asHolder (or its permitted assigns) may designate in writing.  Principal and interest shall be paid inlawful money of the United States of America that at the time of payment islegal tender for payment of public and private debts and in immediatelyavailable funds.  If the date on whichany interest on this Note shall be due and payable in accordance with the termshereof is not a business day, payment of such interest need not be made on suchdate but may be made on the next succeeding business day with the same forceand effect as if made on such date and, if so made, no interest shall accrue onany amounts due on such date from and after such date.  Interest on this Note shall be computed onthe basis of a 365-day year.

2.             This Note may be prepaid in whole or in part at any timeduring the term hereof upon five business days’ written notice to Holder.  The PIK (Payment In Kind) will be accruedand payable in the event the Holder does not elect to exercise its equityoption in the Option Agreement date October 18, 2002.

3.             Borrower shall pay interest on overdue installments ofinterest on this Note at the per annum rate of interest borne by this Note, tothe extent lawful.

4.             The occurrence of any one or more of the following shallconstitute an event of default (collectively, the “Events of Default”and individually each and “Event of Default”) hereunder:

(a)           anyfailure to pay any installment of interest under this Note on the Due Date thereforand such failure continues to exist for a period of three days; or

(b)           anyfailure to comply with or otherwise perform, keep or observe any other term,provision, condition, covenant, warranty or representation contained in thisNote and such failure continues for more than 30 days after noticethereof.  If any such event shall occur,Holder may proceed to exercise any rights and remedies that it may have underthis Note.

 

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5.             Borrower hereby waives presentment and demand forpayment, notice of dishonor, protest and notice of protest of this Note andagrees to pay all costs of collection when incurred (including, withoutlimitation, reasonable attorneys’ fees and disbursements), and including allreasonable costs and expenses incurred in connection with the pursuit byHolder, (or its permitted assignee) or in connection with any of Holder’s (orits permitted assignees) collection efforts, whether or not suit on this Noteis filed and all such costs and expenses shall be payable on demand.

6.             Borrower covenants (to the extent that it may lawfullydo so) that it will not at any time insist upon or plead or in any mannerwhatsoever claim or take the benefit or advantage of, any usury, stay orextension law or any other law which would prohibit or forgive Borrower frompaying all or any portion of the principal of, or premium, if any, or intereston, this Note, wherever enacted, now or at any time hereafter in force, orwhich may otherwise affect the covenants or the performance of this Note; andBorrower (to the extent that it may lawfully do so) hereby expressly waives allbenefit or advantage of any such law and covenants that it will not hinder,delay or impede the execution of any power herein or therein granted to Holder,but will suffer and permit the execution of every such power as though no suchlaw had been enacted.

7.             This Note shall be governed by and construed inaccordance with the laws of the State of Nevada.

8.             This Note may not be changed or terminated orally, butonly by an agreement in writing signed by any party against whom enforcement ofsuch change or termination is sought.

IN WITNESS WHEREOF, ChrisLowden has caused this Note to be duly executed as of the date and year firstabove written.

 
|   |   |                    |
|--------|--------|-------------------------|
|   |   |                    |
|   | By:    | /s/ Chris Lowden        |
|   |   | Name: Chris  Lowden     |
|   |   | Title: Managing  Member |

 

 

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