Exhibit 10.35




DEMAND

NOTE




 




Principle

Amount $422,224.90                                                                                    February

6, 2003




Annual

Interest Rate: 15%




PIK

Rate: 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 four

dollars and ninety cents ($422,224.90).




Borrower, for value

received, hereby promises to pay to the order of Holder, having its principal

office at 3993 Howard Hughes Parkway, Las Vegas, NV 89109, or its permitted

assigns, the principal sum of $422,224.90 or such other principal sum as shall

be outstanding hereunder, together with any accrued and unpaid interest

thereon, within one business day of written demand by Holder in accordance with

the provisions hereof, and to pay interest thereon from the date each

disbursement was made (see attached schedule) on the unpaid principal amount of

this Note




1.             Payments of principal of and interest on this Note shall

be made at the address of Holder set forth above or at such other address as

Holder (or its permitted assigns) may designate in writing.  Principal and interest shall be paid in

lawful money of the United States of America that at the time of payment is

legal tender for payment of public and private debts and in immediately

available funds.  If the date on which

any interest on this Note shall be due and payable in accordance with the terms

hereof is not a business day, payment of such interest need not be made on such

date but may be made on the next succeeding business day with the same force

and effect as if made on such date and, if so made, no interest shall accrue on

any amounts due on such date from and after such date.  Interest on this Note shall be computed on

the basis of a 365-day year.




2.             This Note may be prepaid in whole or in part at any time

during the term hereof upon five business days’ written notice to Holder.  The PIK (Payment In Kind) will be accrued

and payable in the event the Holder does not elect to exercise its equity

option in the Option Agreement date October 18, 2002.




3.             Borrower shall pay interest on overdue installments of

interest on this Note at the per annum rate of interest borne by this Note, to

the extent lawful.




4.             The occurrence of any one or more of the following shall

constitute an event of default (collectively, the “Events of Default”

and individually each and “Event of Default”) hereunder:




(a)           any

failure to pay any installment of interest under this Note on the Due Date therefor

and such failure continues to exist for a period of three days; or




(b)           any

failure to comply with or otherwise perform, keep or observe any other term,

provision, condition, covenant, warranty or representation contained in this

Note and such failure continues for more than 30 days after notice

thereof.  If any such event shall occur,

Holder may proceed to exercise any rights and remedies that it may have under

this Note.




 





























 




5.             Borrower hereby waives presentment and demand for

payment, notice of dishonor, protest and notice of protest of this Note and

agrees to pay all costs of collection when incurred (including, without

limitation, reasonable attorneys’ fees and disbursements), and including all

reasonable costs and expenses incurred in connection with the pursuit by

Holder, (or its permitted assignee) or in connection with any of Holder’s (or

its permitted assignees) collection efforts, whether or not suit on this Note

is filed and all such costs and expenses shall be payable on demand.




6.             Borrower covenants (to the extent that it may lawfully

do so) that it will not at any time insist upon or plead or in any manner

whatsoever claim or take the benefit or advantage of, any usury, stay or

extension law or any other law which would prohibit or forgive Borrower from

paying all or any portion of the principal of, or premium, if any, or interest

on, this Note, wherever enacted, now or at any time hereafter in force, or

which may otherwise affect the covenants or the performance of this Note; and

Borrower (to the extent that it may lawfully do so) hereby expressly waives all

benefit 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 such

law had been enacted.




7.             This Note shall be governed by and construed in

accordance with the laws of the State of Nevada.




8.             This Note may not be changed or terminated orally, but

only by an agreement in writing signed by any party against whom enforcement of

such change or termination is sought.




IN WITNESS WHEREOF, Chris

Lowden has caused this Note to be duly executed as of the date and year first

above written.




 




	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Chris Lowden


  
	

   


  	

   


  	

  Name: Chris

  Lowden


  
	

   


  	

   


  	

  Title: Managing

  Member