**Exhibit10.3**

 

AssociatedBank

PROMISSORY NOTE
| Borrower: | SOUTHWEST  CASINO AND HOTEL CORP. | Lender: | ASSOCIATED  BANK MINNESOTA,                   |
|-----------|-----------------------------------|---------|-----------------------------------------------|
|      | 2001  KILLEBREW DRIVE #350        |    | NATIONAL  ASSOCIATION                         |
|      | MINNEAPOLIS.  MN 55425            |    | 1801  RIVERSIDE AVENUE  MINNEAPOLIS. MN 55454 |

          Principal Amount: $450,000.00       Initial Rate: 6350%       Date of Note: April 15, 2005

 

**PROMISE TO PAY. SOUTHWEST CASINO AND HOTEL CORP. (“Borrower”)promises to pay to ASSOCIATED BANK MINNESOTA, NATIONAL ASSOCIATION (“Lender”),or order, in lawful money of the United States of America, the principal amountof Four Hundred Fifty Thousand & 00/100 Dollars ($450,000.00) or so much asmay be outstanding, together with interest on the unpaid outstanding principalbalance of each advance. Interest shall be calculated from the date of eachadvance until repayment of each advance.**

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**PAYMENT. Borrower will pay this loan in one payment of alloutstanding principal plus all accrued unpaid interest on May 5, 2006. Inaddition, Borrower will pay regular monthly payments of all accrued unpaidinterest due as of each payment date, beginning May 15, 2005, with allsubsequent interest payments to be due on the same day of each month afterthat. Unless otherwise agreed or required by applicable law, payments will beapplied first to any accrued unpaid interest; then to principal; and then toany late charges. The annual interest rate for this Note is computed on a365/360 basis; that is, by applying the ratio of the annual interest rate overa year of 360 days, multiplied by the outstanding principal balance, multipliedby the actual number of days the principal balance is outstanding. Borrowerwill pay Lender at Lenders address shown above or at such other place as Lendermay designate in writing.**

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**VARIABLE INTEREST RATE. The interest rate on this Note issubject to change from time to time based on changes in an index which is theLenders Prime Rate (the “Index”). This is the rate Lender charges, or wouldcharge, on short-term unsecured loans to its most creditworthy commercialcustomers. This rate may or may not be the lowest rate available from Lender atany given time. Lender will tell Borrower the current Index rate upon Borrowersrequest. The interest rate change will not occur more often than each DAY.Borrower understands that Lender may make loans based on other rates aswell.   The Index currently is 5.750% per annum. Theinterest rate to be applied to the unpaid principal balance of this Note willbe at a rate of 1.000 percentage point over the index, adjusted if necessaryfor any minimum and maximum rate limitations described below, resulting in aninitial rate of 6.750% per annum. Notwithstanding the foregoing, the variableinterest rate or rates provided for in this Note will be subject to thefollowing minimum and maximum rates. NOTICE: Under no circumstances will theinterest rate on this Note be less than 5.000% per annum or more than themaximum rate allowed by applicable law.**

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**PREPAYMENT. Borrower agrees that all loan fees and otherprepaid finance charges are earned fully as of the date of the loan and willnot be subject to refund upon early payment (whether voluntary or as a resultof default), except as otherwise required by law. Except for the foregoing,Borrower may pay without penalty all or a portion of the amount owed earlierthan it is due. Early payments will not, unless agreed to by Lender in writing,relieve Borrower of Borrowers obligation to continue to make payments ofaccrued unpaid interest. Rather, early payments will reduce the principalbalance due. Borrower agrees not to send Lender payments marked “paid in full”,“without recourse,” or similar language. If Borrower sends such a payment,Lender may accept it without losing any of Lender’s rights under this Note, andBorrower will remain obligated to pay any further amount owed to Lender. Allwritten communications concerning disputed amounts, including any check orother payment instrument that indicates that the payment constitutes “paymentin full” of the amount owed or that is tendered with other conditions orlimitations or as full satisfaction of a disputed amount must be mailed ordelivered to: ASSOCIATED BANK, P.O. BOX 19097 GREEN BAY, WI 54307-9097.**

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**LATE CHARGE. If a payment is 11 days or more late, Borrowerwill be charged 5.000% of the unpaid portion of the regularly scheduledpayment.**

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**INTEREST AFTER DEFAULT. Upon default, including failure topay upon final maturity, Lender, at its option, may, if permitted underapplicable law, increase the variable interest rate on this Note to 6.000percentage points over the Index. The interest rate will not exceed the maximumrate permitted by applicable law.**

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**DEFAULT. Each of the following shall constitute an event ofdefault (“Event of Default”) under this Note:**

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**Payment Default. Borrower fails to make any payment whendue under this Note.**

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**Other Defaults. Borrower fails to comply with or to performany other term, obligation, covenant or condition contained in this Note or inany of the related documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between Lender andBorrower.**

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**Default in Favor of Third Parties. Borrower or any Grantordefaults under any loan, extension of credit, security agreement, purchase orsales agreement, or any other agreement, in favor of any other creditor orperson that may materially affect any of Borrower’s property or Borrowersability to repay this Note or perform Borrower’s obligations under this Note orany of the related documents.**

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**False Statements. Any warranty, representation or statementmade or furnished to Lender by Borrower or on Borrower’s**

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**behalf under this Note or the related documents is false ormisleading in any material respect, either now or at the time made or furnishedor becomes false or misleading at any time thereafter.**

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**Insolvency. The dissolution or termination of Borrower’sexistence as a going business, the insolvency of Borrower, the appointment of areceiver for any part of Borrower’s property, any assignment for the benefit ofcreditors, any type of creditor workout, or the commencement of any proceedingunder any bankruptcy or insolvency laws by or against Borrower.**

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**Creditor or Forfeiture Proceedings. Commencement offoreclosure or forfeiture proceedings, whether by judicial proceeding,self-help, repossession or any other method, by any creditor of Borrower or byany governmental agency against any collateral securing the loan. This includesa garnishment of any of Borrower’s accounts, including deposit accounts, withLender. However, this Event of Default shall not apply if there is a good faithdispute by Borrower as to the validity or reasonableness of the claim which isthe basis of the creditor or forfeiture proceeding and if Borrower gives Lenderwritten notice of the creditor or forfeiture proceeding and deposits withLender monies or a surety bond for the creditor or forfeiture proceeding, in anamount determined by Lender, in its sole discretion, as being an adequatereserve or bond for the dispute.**

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**Events Affecting Guarantor. Any of the preceding eventsoccurs with respect to any guarantor, endorser, surety, or accommodation partyof any of the indebtedness or any guarantor, endorser, surety, or accommodationparty dies or becomes incompetent, or revokes or disputes the validity of, orliability under, any guaranty of the indebtedness evidenced by this Note.**

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**Change In Ownership. Any change in ownership of twenty-fivepercent (25%) or more of the common stock of Borrower.**

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**Adverse Change. A material adverse change occurs inBorrower’s financial condition, or Lender believes the prospect of payment or performanceof this Note is impaired.**

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**Insecurity. Lender in good faith believes itself insecure.**

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**LENDER’S RIGHTS. Upon default, Lender may declare theentire unpaid principal balance on this Note and all accrued unpaid interestimmediately due, and then Borrower will pay that amount.**

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**ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someoneelse to help collect this Note if Borrower does not pay. Borrower will payLender that amount. This includes, subject to any limits under applicable law,Lender’s reasonable attorneys’ fees and Lender’s legal expenses, whether or notthere is a lawsuit, including reasonable attorneys’ fees, expenses forbankruptcy proceedings (including efforts to modify or vacate any automaticstay or injunction), and appeals. If not prohibited by applicable law, Borroweralso will pay any court costs, in addition to all other sums provided by law.**

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**JURY WAIVER. Lender and Borrower hereby waive the right toany jury trial in any action, proceeding, or counterclaim brought by eitherLender or Borrower against the other.**

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**GOVERNING LAW. This Note will be governed by, construed andenforced in accordance with federal law and the laws of the State of Minnesota.This Note has been accepted by Lender in the State of Minnesota.**

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**DISHONORED ITEM FEE. Borrower will pay a fee to Lender of$25.00 if Borrower makes a payment on Borrower’s loan and the check orpreauthorized charge with which Borrower pays is later dishonored.**

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**RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower’s accounts with Lender(whether checking, savings, or some other account). This includes all accountsBorrower holds jointly with someone else and all accounts Borrower may open inthe future. However, this does not include any IRA or Keogh accounts, or anytrust accounts for which setoff would be prohibited by law. Borrower authorizesLender, to the extent permitted by applicable law, to charge or setoff all sumsowing on the indebtedness against any and all such accounts, and, at Lender’soption, to administratively freeze all such accounts to allow Lender to protectLender’s charge and setoff rights provided in this paragraph.**

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**COLLATERAL. Borrower acknowledges this Note is secured byall security agreements, guarantees, mortgages, and other security instrumentspreviously granted, contemporaneously granted, and granted in the future.**

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**LINE OF CREDIT. This Note evidences a revolving line of credit.Up to the principal amount of this Note and subject to the terms and conditionshereof, Borrower may borrow, repay, and re-borrow. Advances under this Note, aswell as directions for payment from Borrower’s accounts, may be requestedorally or in writing by Borrower or by an authorized person. Lender may, butneed not, require that all oral requests be confirmed in writing. Borroweragrees to be liable for all sums either: (A) advanced in accordance with theinstructions of an authorized person or (B) credited to any of Borrower’saccounts with Lender. The unpaid principal balance owing on this Note at anytime may be evidenced by endorsements on this Note or by Lender’s internalrecords, including daily computer print-outs. Lender will have no obligation toadvance funds under this Note if: (A) Borrower or any guarantor is in defaultunder the terms of this Note or any agreement that Borrower or any guarantorhas with Lender, including any agreement made in connection with the signing ofthis Note; (B) Borrower or any guarantor ceases doing business or is insolvent;(C) any guarantor seeks, claims or otherwise attempts to limit, modify orrevoke such guarantor’s guarantee of this Note or any other loan with Lender;(D) Borrower has applied funds provided pursuant to this Note for purposesother than those authorized by Lender; or (E) Lender in good faith believesitself insecure.**

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**LETTER OF CREDIT LIMITATION. In the event Lender eithercontemporaneously or hereafter issues a Letter of Credit on behalf of Borrower (“Credit”),the amount of such Credit, or the aggregate amount of all such Credits, shallbe applied against**

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**the available credit under this Note.  Such limitation on available credit shallcontinue as long as Lender is obligated under any outstanding Credit.**

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**INITIAL NOTE RATE PROVISION. The Initial Note Rate is as ofAPRIL 15, 2005.**

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**FINANCIAL STATEMENT. Borrower shall furnish to Lenderannual financial statements within 90 days following the close of Borrower’sfiscal or calendar year, as applicable, and such other financial informationrespecting Borrower at such times and in such form as Lender may request fromtime to time. In addition to being an Event of Default, Borrower shall payLender a $25.00 fee for failure to provide the financial statements within said90 days or failure to provide such other financial information within 30 daysof the request therefore. The $25.00 fee shall continue to be imposedthereafter for each additional 30 day period or part thereof, that the financialstatements or other financial information have not been provided to Lender. IfBorrower does not reimburse Lender for the fees imposed by this section ondemand therefore, Lender may add the fees to the loan balance outstanding.**

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**OTHER LOAN AGREEMENTS. If Borrower and Lender have eitherpreviously or contemporaneously entered into a Loan Agreement, it is agreedthat this Note is subject to the terms and conditions of such Loan Agreement.For purposes of this provision, Loan Agreement shall include, but not belimited to, a Business Loan Agreement, Agricultural Loan Agreement,Construction Loan Agreement, any other LASER PRO Loan Agreement, and/or anyattorney drafted lending agreement.**

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**SUCCESSOR INTERESTS. The terms of this Note shall bebinding upon Borrower, and upon Borrower’s heirs, personal representatives,successors and assigns, and shall inure to the benefit of Lender and itssuccessors and assigns.**

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**GENERAL PROVISIONS. Lender may delay or forgo enforcing anyof its rights or remedies under this Note without losing them. Borrower and anyother person who signs, guarantees or endorses this Note, to the extent allowedby law, waive presentment, demand for payment, and notice of dishonor. Upon anychange in the terms of this Note, and unless otherwise expressly stated inwriting, no party who signs this Note, whether as maker, guarantor,accommodation maker or endorser, shall be released from liability. All suchparties agree that Lender may renew or extend (repeatedly and for any length oftime) this loan or release any party or guarantor or collateral; or impair,fail to realize upon or perfect Lender’s security interest in the collateral;and take any other action deemed necessary by Lender without the consent of ornotice to anyone. All such parties also agree that Lender may modify this loanwithout the consent of or notice to anyone other than the party with whom themodification is made. The obligations under this Note are joint and several.**

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**SECTION DISCLOSURE. This loan is made under Minnesota Statutes,Section 48.195.**

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**PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOODALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THENOTE.**

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**BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THISPROMISSORY NOTE.**

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**BORROWER:**

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**SOUTHWEST CASINO AND HOTEL CORP.**

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| **By:**    | ** **                                       |
|------------|--------------------------------------------------|
| ** ** | **JEFF HALPERN,  CHAIRMAN & ASST SECRETARY** |
| ** ** | **SOUTHWEST CASINO AND  HOTEL CORP.**            |

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