Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


SOUTHWEST CASINO CORPORATION, a Minnesota corporation (“Southwest”), and                                                                   
(“Investor”) enter into this Registration Rights Agreement (“Agreement”) effective October 20, 2005 (Investor and each
other Investor listed on Schedule 1 to this Agreement are referred to
collectively as the “Investors”).


 


BACKGROUND


 


A.            Southwest and Investor have entered into a
Subscription Agreement and Letter of Investment Intent dated                               ,
2005 (the “Subscription Agreement”), under which Investor has subscribed to purchase
warrants (the “Warrants”)  acquire shares of Southwest common stock, par
value $0.001 (the “Common Stock”)
by participating in the guarantee of a bank loan to Southwest.


 


B.            As a condition to the obligations of
the Investors under the Subscription Agreement, Southwest has agreed to grant
the registration rights with respect to the shares of Common Stock issuable
upon exercise of the Warrants on the terms and conditions stated in this
Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Southwest and the Holders hereby agree as follows.


 


Section 1.              Definitions.
The following terms have the
following meanings in this Agreement:


 


1.1           “Holders” means the (a) the
Investors, each of whom is a party to this Agreement, and (b) any subsequent
legal or beneficial owner of the Warrants or shares of Common Stock issued upon
exercise of the Warrants, who has become a party to this Agreement in
accordance with Section 11.9 of this Agreement.


 


1.2           
“Person” means an individual,
partnership, limited partnership, corporation, business trust, limited
liability company, association, joint stock company, trust, unincorporated
organization, joint venture or other entity of whatever nature.


 


1.3           
“Registrable Common” means (a) any
shares of Common Stock issued or issuable upon exercise of the Warrants, and
(b) any share of Common Stock issued as a dividend, stock split,
reclassification, recapitalization or other distribution with respect to or in
exchange for or replacement of the Warrants or any shares of Common Stock
issuable upon exercise of the Warrants. 
Registrable Common does not include shares of Common Stock (x) that have
been effectively registered under the Securities Act and sold by a Holder in
accordance with that registration, (y) that have been sold by a Holder under
Rule 144, or (z) for which registration under the Securities Act is no
longer required for the immediate public distribution of as a result of the
provisions of Rule 144.


 


1.4           “Register,” “registered” and “registration” refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of that registration statement.


 


1.5           
“Rule 144” means Rule 144
promulgated by the Commission under the Securities Act, as the rule may be
amended from time to time, or any successor to Rule 144.


 


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1.6           “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
from time to time under the Securities Act.


 


Section 2.              Registration
Rights.


 


2.1           If
Southwest determines to prepare and file a registration statement under the
Securities Act (other than a registration on a Form S-8 or similar form, or a
registration on a form that does not permit the inclusion of shares by its
security holders), then Southwest must give written notice of its determination
to all record Holders of Registrable Common (a “Participation
Notice”) at least 30 days before filing that registration statement.
 Upon the written request of a Holder of
Registrable Common given within 15 days after receipt of a Participation
Notice, Southwest will, except as provided in this Agreement, include in that
registration statement all shares of Registrable Common for which a Holder
requests registration.  If any
registration under this Section 2.1 is underwritten in whole or in part,
Southwest may require that the Registrable Common requested for inclusion in
the registration statement under this Section 2.1 be included in the
underwriting on the same terms and conditions as the securities otherwise being
sold through the underwriters.


 


2.2           Nothing in
this Agreement prevents Southwest from, at any time, abandoning or delaying any
registration Southwest initiates. 
Southwest must bear all expenses related to the abandonment or delay of
a registration.


 


2.3           If, in the
judgment of Southwest’s managing underwriter of an underwritten registration,
the inclusion of any or all of the Registrable Common requested for inclusion
in the registration under this Section 2 would interfere with the successful
marketing of the shares of Common Stock offered by Southwest or would
negatively impact the trading market of the Common Stock, then the number of
Registrable Common included in the registration under this Section 2 may be
reduced pro rata (by number of
shares) among the Holders and any other shareholder with pari passu registration rights requesting
inclusion in the registration, or eliminated completely.


 


2.4           The right
of any Holder to include Registrable Common in any underwritten registration
under this Agreement is conditioned upon Holder’s full participation in the
underwriting and the inclusion of Holder’s Registrable Common in the
underwriting.  All Holders proposing to
distribute their securities through the underwriting must (together with
Southwest and any other selling shareholders) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected.


 


2.5           Southwest
is not obligated to effect or take any action to effect, any registration under
Section 2.1 more than 2 times.


 


2.6           Nothing in
this Agreement restricts Southwest from, at any time, granting registration
rights on the same or different terms to any other holder or acquirer of
Southwest securities.


 


Section 3.              Registration
Procedures.  Subject to the terms
of this Agreement, if Southwest is required by the terms of this Agreement to
include shares of Registrable Common in a registration under the Securities
Act, Southwest will do the following:


 


3.1           Filing.  Prepare and file with the United States
Securites and Exchange Commission (the “Commission”)
a registration statement that includes the shares of Registrable Common to be
included in the registration in accordance with Section 2, and use its
commercially reasonable efforts to cause the registration statement to become
and remain effective for a period as may be reasonably necessary to effect the
sale of such securities, not to exceed 6 months;


 


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3.2           Period of Effectiveness.  Prepare and file with the Commission any
amendments to the registration statement or supplements to the prospectus in
the registration statement that may be necessary to keep the registration
statement effective for a period as may be reasonably necessary to effect the
sale of the Registrable Common, not to exceed 6 months;


 


3.3           Copies.  Furnish to the Holders participating in the
registration and to the underwriters of the securities being registered a
reasonable number of copies of the registration statement, preliminary
prospectus, formal prospectus and other documents as the Holders and
underwriters may reasonably request in order to facilitate the public offering
of the Regsitrable Common included in the registration;


 


3.4           Blue Sky.  Use its commercially reasonable efforts to
register or qualify the Registrable Common covered by the registration
statement under the state securities or blue sky laws of those jurisdictions
that participating Holders reasonably request in writing within 20 days after
the original filing of the registration statement, except that Southwest will
not for any purpose be required to execute a general consent to service of
process or to qualify to do business as a foreign corporation in any jurisdiction
where it is not so qualified;


 


3.5           Notification.  Notify the Holders participating in the
registration, promptly after Southwest receives notice, of the time when the
registration statement becomes effective or a supplement to any prospectus forming
a part of the registration statement has been filed;


 


3.6           Amendment Notice.  Notify the Holders participating in the
registration promptly of any request by the Commission for the amending or
supplementing of the registration statement or prospectus or for additional
information;


 


3.7           Update.  Prepare and promptly file with the Commission
and promptly notify the Holders of the filing of any amendment or supplement to
the registration statement or prospectus as necessary to correct any statements
or omissions if, at the time when a prospectus relating to the securities is
required to be delivered under the Securities Act, any event has occurred that
causes the prospectus or any other prospectus then in effect to include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements in the prospectus, in light of the
circumstances in which they were made, not misleading;


 


3.8           Stop Orders.  Advise the Holders participating in the
registration, promptly after Southwest receives notice or otherwise becomes
aware, of the issuance of any stop order by the Commission suspending the
effectiveness of the registration statement or the initiation or threatening of
any proceeding for that purpose. 
Southwest must then promptly use its best efforts to prevent the
issuance of any stop order or to obtain the withdrawal of any stop order that
has been issued; and


 


3.9           Compliance Issues.  Southwest must provide to Holders
participating in the registration a copy of any amendment or supplement at
least 2 business days before filing. 
Southwest must not file any amendment or supplement to the registration
statement or prospectus to which a majority in interest of the Holders
participating in the registration have reasonably objected on the grounds that
the amendment or supplement does not comply in all material respects with the
requirements of the Securities Act unless, in the opinion of counsel for
Southwest, the filing of the amendment or supplement is reasonably necessary to
protect Southwest from any liabilities under any applicable federal or state
law and the filing will not violate applicable law.


 


Section 4.              Furnish Information.  It is a condition precedent
to the obligations of Southwest to include any Holders shares of Registrable
Common in a registration that the Holder must furnish to


 


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Southwest any information regarding itself, the
Registrable Common held by the Holder, and the intended method of disposition
of the Registrable Common as required to effect the registration of the Holder’s
Registrable Common.


 


Section 5.              Expenses.  With respect to the inclusion of Registrable
Common in a registration as requested under Section 2.1 of this Agreement
(except as otherwise provided in Section 2), Southwest will bear the following
fees, costs and expenses: all registration, filing and NASD (or exchange) fees,
printing expenses, fees and disbursements of counsel and accountants for
Southwest, fees and disbursements of counsel for the underwriter or
underwriters of the securities included in the registration (if Southwest or
selling security Holders are required to bear these fees and disbursements),
all internal Company expenses, all legal fees and disbursements and other
expenses of complying with state securities or blue sky laws of any
jurisdictions in which the securities to be offered are to be registered or
qualified, and the premiums and other costs of policies of insurance against
liability (if any) arising out of the public offering.  All fees and disbursements of any legal
counsel, accountants or advisors for the selling security Holders, underwriting
discounts and commissions and transfer taxes relating to the shares included in
the offering by the selling security Holders, and any other expenses incurred
by the selling security Holders not expressly included above, must be borne by
the selling security Holders.


 


Section 6.              Delay of Registration. 
No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Agreement.


 


Section 7.              Indemnification.  In the event that any Registrable Common is
included in a registration statement in accarodance with Section 2 of this
Agreement:


 


7.1           Indemnification by Company.  To the fullest extent permitted by law,
Southwest will indemnify and hold harmless each Holder of Registrable Common
that is included in a registration statement under the provisions of this
Agreement, the Holder’s directors, officers, partners, shareholders and legal
counsel and any underwriter (as defined in the Securities Act) for the Holder
and each Person, if any, who controls the Holder or the underwriter within the
meaning of the Securities Act, from and against, and will reimburse the Holder
and the underwriter and controlling Person with respect to, any and all loss,
damage, claims or liability (collectively, “Losses”),
joint or several, to which any of them may become subject under the Securities
Act, state securities laws or otherwise, and Southwest will pay to each Holder,
director, officer, partner, shareholder, legal counsel, underwriter or
controlling person any legal or other costs or expenses reasonably incurred by
that person in connection with investigating or defending any Loss, insofar as
the Losses are caused by any untrue or alleged untrue statement of any material
fact in the registration statement, any prospectus in the registration statement
or any amendment or supplement to the registration statement, or arise out of
or are based upon the omission or the alleged omission to state in the
registration statement a material fact required to be stated in the
registration statement or necessary to make the statements in the registration
statement, in light of the circumstances in which they were made, not
misleading; provided, however, that Southwest will not be liable to the extent
that any Loss arises out of or is based upon an untrue statement or omission so
made in conformity with information furnished by the Holder, director, officer,
partner, shareholder, legal counsel, underwriter or controlling Person;
provided further, however, that the indemnity agreement in this Section 7.1
will not apply to amounts paid in settlement of any Loss if the settlement is
effected without the consent of Southwest, which consent Southwest will not
withhold unreasonably.  With respect to
any preliminary prospectus, the foregoing indemnity obligation will not inure
to the benefit of any Holder on account of any Loss whatsoever arising from the
sale of any Registrable Common by the Holder to any person if (A) a copy of the
prospectus (as amended or supplemented if amendments or supplements have been
furnished to the Holder before the confirmation of the sale involved) was not
sent or given by or on behalf of the Holder to that person, if required by law,
with or prior to the written confirmation of the sale


 


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involved, and (B) the untrue statement or omission of
a material fact in the preliminary prospectus from which the Loss arose was
corrected in the prospectus (as amended or supplemented if the amendments or
supplements have been furnished as aforesaid).


 


7.2           Indemnification by Holders.  Each Holder of Registrable Common that is
included in a registration statement under the provisions of this Agreement
will indemnify and hold harmless Southwest, its directors and officers, each
Person, if any, who controls Southwest within the meaning of the Securities
Act, any other Holder selling securities under the registration statement, any
controlling Person of any selling Holder, any underwriter and any controlling
Person of any underwriter (each, an “Indemnitee”)
from and against, and will reimburse any Indemnitee with respect to, any and
all Losses to which Indemnitee may become subject under the Securities Act,
state securities laws or otherwise, and the Holder will pay to each Indemnitee
any legal or other costs or expenses reasonably incurred by that person in
connection with investigating or defending any Losses, insofar as the Losses
are caused by any untrue or alleged untrue statement of any material fact in
the registration statement, any prospectus in the registration statement or any
amendment or supplement to the registration statement, or arise out of or are
based upon the omission or the alleged omission to state in the registration
statement, prospectus, amendment or supplement a material fact required to be stated
in the registration statement, prospectus, amendment or supplement or necessary
to make the statements in the registration statement, prospectus, amendment or
supplement, in light of the circumstances in which they were made, not
misleading, in each case to the extent, but only to the extent, that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with information furnished in writing by the
Holder to Southwest specifically for use in the preparation of the registration
statement, prospectus, amendment or supplement, and provided, however, that the
indemnity agreement in this Section 7.2 does not apply to amounts paid in
settlement of any Loss if the settlement is effected without the consent of the
indemnifying Holder, which consent the indemnifying Holder must not withhold
unreasonably.  With respect to any
preliminary prospectus, the foregoing indemnity obligation will not inure to
the benefit of Southwest on account of any Loss arising from the sale of any
Registrable Common by a Holder to any person if (A) a copy of the
prospectus (as amended or supplemented if the amendments or supplements are
furnished to a Holder before the confirmation of the sale involved) was not sent
or given by or on behalf of a Holder to the person, if required by law, with or
prior to the written confirmation of the sale involved, and (B) the
indemnifying Holder corrected the untrue statement or alleged untrue statement
or omission or alleged omission of a material fact in the prospectus (as
amended or supplemented if the amendments or supplements were furnished as
aforesaid).  The indemnification
obligations of each Holder under this Section 7.2 are limited to an amount
equal to the net proceeds received by each Holder of Registrable Common sold as
contemplated in this Agreement.


 


7.3           Indemnification Procedures.  Promptly after receipt by a party entitled to
indemnification under this Section 7 (each, an “Indemnified
Party”) of notice of the commencement of any action involving the
subject matter of the foregoing indemnity provisions, the Indemnified Party
will, if a claim is to be made against the party obligated to provide
indemnification under this Section 7 (each, an “Indemnifying
Party”), promptly notify the Indemnifying Party of the commencement
of the action.  The failure to provide
such notice will not relieve the Indemnifying Party from any liability under
this Agreement, except to the extent that the delay in giving, or failing to
give, notice has a material adverse effect upon the ability of the Indemnifying
Party to defend against the claim.  In
case an action is brought against an Indemnified Party, the Indemnifying Party
has the right to participate in and, at the Indemnifying Party’s option, to
assume the defense of the action, singly or jointly with any other Indemnifying
Party similarly notified, with counsel satisfactory to the Indemnified Party;
provided, however, that if the defendants in any action include both the
Indemnified Party and the Indemnifying Party and the Indemnified Party
reasonably concludes that there may be legal defenses available to any
Indemnified Parties that are different from or additional to those available to
the Indemnifying Party, or if there is a conflict of interest which would
prevent counsel for the Indemnifying Party from also 


 


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representing the Indemnified Party, the Indemnified
Party will have the right to select counsel to participate in the defense of the
action on behalf of the Indemnified Party at the expense of the Indemnifying
Party; provided that if there is more than one Indemnified Party, the
Indemnifying Party will be responsible for the expense of only one special
counsel selected jointly by the Indemnified Parties.  After notice from an Indemnifying Party to
any Indemnified Party of the Indemnifying Party’s election to assume the
defense of the action, the Indemnifying Party will not be liable to the
Indemnified Party under this Section 7 for any legal or other expense
subsequently incurred by the Indemnified Party in connection with the defense
of the action other than reasonable costs of investigation, unless (i) the
Indemnified Party employed separate counsel in accordance with the proviso of the
preceding sentence, or (ii) the Indemnifying Party does not employ counsel
satisfactory to the Indemnified Party to represent the Indemnified Party within
a reasonable time after the notice of the commencement of the action, or (iii)
the Indemnifying Party has authorized the employment of counsel for the
Indemnified Party at the expense of the Indemnifying Party.


 


Section 8.              Exceptions
to and Termination of Registration Obligations.  Southwest is not obligated to honor a request
under Section 2 to include Registrable Common in a registration statement if
the Registrable Common is otherwise eligible for immediate sale by the Holder
under Rule 144.  This Agreement, and the
registration rights stated in this Agreement, terminate on the earlier to occur
of (a) 2 years after the date of this Agreement or (b) at any time after
the date of this Agreement that all Holders are able to sell their entire
holdings during any 90 day period under Rule 144(k).


 


Section 9.              Cooperation.  Any Holder whose Registrable Common are to be
included in a registration statement filed by Southwest agrees to cooperate
with all reasonable requests by Southwest necessary to effectuate the purposes
of this Agreement, including by timely providing Southwest with all information
necessary to file a registration statement.


 


Section 10.            “Lock-Out” Agreement.  Each Holder hereby agrees that, for a period
of 180 days after the effective date of any registration statement for
Southwest securities (the “Lock-Out Period”),
Holder will not sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of any securities of Southwest held by Holder, directly or
indirectly, whether through trade in the public securities markets, OTCBB or
private transactions or through any other means, except transfers to donees who
agree to be similarly bound.  Each Holder
acknowledges and agrees that Southwest may impose stop-transfer
instructions during the Lock-Out Period with respect to the securities of each
Holder subject to this restriction if necessary to enforce such restrictions.


 


Section 11.            Miscellaneous.


 


11.1         Waivers, Amendments and Approvals.  In each case in which the approval of the
Holders is required by the terms of this Agreement, that requirement will be
satisfied by a vote or the written action of Holders of at least a majority of the Registrable
Common.  Any term or provision of this
Agreement requiring performance by or binding upon Southwest or Holders may be
amended, and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only by a writing signed by Southwest and the Holders of at
least a majority of the then outstanding Registrable Common.  Any amendment or waiver affected in
accordance with this Section shall be binding upon the Holders (including
permitted assigns under Section 11.9 of this Agreement).  The waiver by a party of any breach of this
Agreement or default in payment of any amount due under this Agreement or
default in the performance of this Agreement will not be deemed to constitute a
waiver of any other default or succeeding breach or default.  Written notice of any waiver, consent or
agreement of amendment, modification or supplement will be given to the record
Holders of Registrable Common who did not give written consent to the waiver,
consent, agreement or amendment.


 


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11.2         Written Changes, Waivers, Etc.  Neither this Agreement nor any provision of
this Agreement may be changed, waived, discharged or terminated orally, but
only by a statement in writing signed by Southwest and approved by the Holders
as provided in Section 11.1.


 


11.3         Notices.  All notices, demands or other communications
to be given or delivered under this Agreement must be in writing and will be
deemed given when delivered personally to the recipient, sent to the recipient
by reputable overnight courier service (charges prepaid), mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid, or transmitted by facsimile or electronic mail (with request for
immediate confirmation of receipt in a manner customary for electronic mail and
with physical delivery of the communication being made by one of the other
means specified in this section promptly thereafter), as follows:


 


	
  11.3.1

  	
   

  	
  To a Holder, addressed to the Holder at the
  address(es) stated on Schedule 1.

  
	
   

  	
   

  	
   

  
	
  11.3.2

  	
   

  	
  To Southwest, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Southwest Casino
  Corporation

  
	
   

  	
   

  	
  Attention: Thomas E.
  Fox, President

  
	
   

  	
   

  	
  2001 Killebrew Drive,
  Suite 350

  
	
   

  	
   

  	
  Minneapolis, MN 55425

  
	
   

  	
   

  	
  Facsimile: 952-853-9991

  
	
   

  	
   

  	
  Telephone: 952-853-9990

  



 


Any party may
change its address for such communications by giving notice of the change to
the other parties in conformity with this Section.


 


11.4         Delays or Omissions.  Except as expressly provided in this
Agreement, no delay or omission to exercise any right, power or remedy accruing
to any party under this Agreement will impair that right, power or remedy nor
will it be construed as a waiver of any breach or default, or an acquiescence
to a breach or default, or of a similar breach of default occurring later; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default.  Any waiver,
permit, consent or approval of any kind or character of any breach or default
under this Agreement, or any waiver of any provisions or conditions of this
Agreement, must be in writing and will be effective only to the extent
specifically stated in that writing.


 


11.5         Other Remedies.  Any and all remedies in this Agreement
expressly conferred upon a party will be deemed cumulative with, and not
exclusive of, any other remedy conferred by this Agreement or by law on that
party, and the exercise of any one remedy will not preclude the exercise of any
other.


 


11.6         Attorneys’ Fees.  If suit is brought to enforce or interpret
any part of this Agreement, the prevailing party is entitled to recover, as an
element of the costs of suit and not as damages, reasonable attorneys’ fees to
be fixed by the court (including, without limitation, costs, expenses and fees
on any appeal).  The prevailing party is
the party entitled to recover its costs of suit, regardless of whether the suit
proceeds to final judgment.  A party not
entitled to recover its costs is not entitled to recover attorneys’ fees.  No sum for attorneys’ fees will be counted in
calculating the amount of a judgment for purposes of determining if a party is
entitled to recover costs or attorneys’ fees.


 


11.7         Entire Agreement.  This Agreement, the schedules to this
Agreement, the documents referenced in this Agreement and the exhibits to those
documents, constitute the entire understanding and agreement of the parties to
this Agreement with respect to the subject matter of this Agreement and 


 


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supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
between the parties with respect to the subject matter of this Agreement.  The express terms of this Agreement control
and supersede any course of performance or usage of the trade inconsistent with
any of the terms of this Agreement.


 


11.8         Severability.  If any provision of this Agreement or of any
agreement entered into under this Agreement is determined to be illegal or
unenforceable, all other provisions of this Agreement and of each other
agreement entered into under this Agreement, will be given effect separately
from the provision or provisions determined to be illegal or unenforceable and
will not be affected by that determination.


 


11.9         Successors and Assigns.  The terms and conditions of this Agreement
inure to the benefit of, and bind and are enforceable by, the respective heirs,
successors and assigns of the parties to this Agreement; provided, however,
that the rights of a Holder under this Agreement may be assigned only (a) to a
partner or retired partner of the assigning Holder if that assigning Holder is
a partnership or to any Affiliate of an assigning Holder which is also an
accredited investor within the meaning of the Securities Act, (b) to any family
member of, or trust for the benefit of, the assigning Holder, (c) to any affiliated
entities of the assigning Holder if the affiliated entities are managed by the
same manager or managing partner or management company, or managed by an entity
controlling, controlled by or under common control with that manager, managing
partner or management company, or (d) concurrent with the sale or transfer to
an assignee of at least 25,000 shares
(subject to adjustment for any stock dividend, stock split, subdivision,
combination or other recapitalization of Southwest) of Registrable Common then held
by the Holder.  No transfer of rights
under this Agreement will be effective unless the transferee of such rights
executes and agrees to be bound by the terms of this Agreement.  Any Holder making an assignment in connection
with the sale or transfer of only a portion of its shares will retain its
rights under this Agreement for the shares not sold or transferred.  Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties to this
Agreement or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement. 
Notwithstanding any provision contained elsewhere in this Agreement,
upon the transfer of shares by any of the parties to this Agreement, no claims
or causes of action arising out of or related to this Agreement existing as of
the transfer date may be transferred to any respective heir, successor, assign
or permitted transferee, provided that the transfer of shares will not be
deemed a waiver by the transferring party of any claim or cause of action.  “Affiliate”
means any Person which controls, is controlled by or is under common control
with any other Person or Persons.  For
the purposes of this definition, “control” has the meaning specified as of the
date of this Agreement for that word in Rule 405 promulgated by the Commission
under the Securities Act.


 


11.10       Governing Law.  This Agreement is governed by and construed
under the laws of the State of Minnesota.


 


11.11       Counterparts. This Agreement may be
executed concurrently in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  Signatures delivered by facsimile
will have the same legal force and effect as original signatures.


 


Remainder of page intentionally blank.


Signatures on next page.


 


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In witness of this
Registration Rights Agreement, Southwest and Investor have executed this
instrument as of the date first written above. 


 


	
  SOUTHWEST CASINO CORPORATION

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  James B. Druck, CEO

  	
  Its:

  	
   

  
				



 


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