**Exhibit 4.3**

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**NEITHER THIS WARRANT NORTHE SHARES OF COMMON STOCK PURCHASED UPON EXERCISE OF THIS WARRANT MAY BETRANSFERRED WITHOUT (I) THE OPINION OF COUNSEL SATISFACTORY TO SOUTHWEST CASINOCORPORATION THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATIONUNDER THE FEDERAL SECURITIES ACT OF 1933 AND APPLICABLE STATE LAW; OR (II) SUCHREGISTRATION. IN ADDITION, THE UNDERLYING SHARES OF COMMON STOCK ARE SUBJECT TORESTRICTION AND RIGHTS OF REDEMPTION CONTAINED IN THE COMPANY’S AMENDED ANDRESTATED ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIMETO TIME.**

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**SOUTHWEST CASINO CORPORATION**

 

**WARRANT TO PURCHASE SHARES OF COMMON STOCK**

 

Void after 4:00 p.m.,Minneapolis, Minnesota time on June 30, 2009

 

ThisWarrant certifies that MBC Global, LLC, or its registered assign (“**Holder**”), is entitled to purchase, subject to fulfillment ofthe terms and conditions in this Warrant (including, to the extent required,the approval of all state or federal regulatory authorities having jurisdictionover Southwest Casino Corporation (the “**Company**”)),from the Company at any time before 4:00 P.M. Minneapolis time on June 30,2009  (the “**ExercisePeriod**”), 300,000 shares of Common Stock of the Company (“**Common Stock**”) at the purchase price of $1.00 per share. Thenumber of shares of Common Stock Holder will receive upon exercise of thisWarrant and the price to be paid for a share of Common Stock may beadjusted from time to time stated in this Warrant. The shares of Common Stockdeliverable upon exercise of this Warrant are sometimes referred to as “**Warrant Shares**” and the purchase price of each share ofCommon Stock under this Warrant is sometimes referred to as the “**Exercise Price**.”  Theterm “**Warrant**” as used in this Warrantincludes any warrants issued in exchange for, substitution for, and replacementof this Warrant or into which this Warrant may be divided or exchanged.

 

**1.****                                      Exerciseof Warrant**. Subject to the provisions of this Warrant (including, butnot limited to, the approval of all state and/or federal regulatory authoritiesas may have jurisdiction over the Company), this Warrant will becomeexercisable on July 1, 2004 as to 100,000 shares. The remaining 200,000shares will become exercisable as to 8,333 shares on the first day of each ofthe next 24 months (with all remaining shares vesting on the first day of the24th month). The Warrant may be exercised by the presentationand surrender to the Company of this Warrant with (1) the Purchase Form attachedto this Warrant as Exhibit A duly executed by the Holder, and (2) payment,in cash, by wire transfer to an account of the Company, or by certified orofficial bank check payable to the order of the Company, of the Exercise Pricepayable for the Common Stock being purchased (which payment must include allfederal and state taxes applicable upon exercise of this Warrant). If less thanall of the Warrant shares are purchased, the Company, upon exercise of thisWarrant, will execute and deliver to the Holder a new Warrant evidencing theright of the Holder to purchase the balance of the shares purchasable underthis Warrant on the terms provided in this Warrant.

 

Assoon as practicable after the exercise of this Warrant and payment of theExercise Price, the Company will cause to be issued in the name of anddelivered to the Holder, or as the Holder may otherwise direct, acertificate or certificates representing the number of shares of Common Stockpurchased. The Company may require that the certificate or certificatescontain a legend substantially as follows:

 

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“Thesecurities represented by this certificate (i) have not been registeredunder the Securities Act of 1933, as amended, or any state securities laws; (ii) may notbe sold, offered for sale, or transferred in the absence of either an effectiveregistration under the Securities Act of 1933, as amended, and under theapplicable state securities laws, or an opinion of counsel for the Company thatsuch transaction is exempt from registration under the Securities Act of 1933,as amended, and under the applicable state securities laws; and (iii) aholder of the securities will be required to comply with all federal and state rules andregulations regarding gaming operations applicable to the Company and itssubsidiaries and may be required to sell the securities to the Company orotherwise dispose of the securities if continued ownership of the securities bythe holder may result in a violation of applicable rules orregulations or the disapproval, modification, loss or non-renewal of anycontract or license or other consent or approval related to the gamingoperations of the Company or any subsidiary of the Company.”

 

Before the exercise ofthis Warrant, neither the Holder nor any person entitled to receive shares ofCommon Stock upon exercise of the Warrant, shall be or have any rights of ashareholder of the Company.

 

**2.****                                      Reservationof Shares**. The Company agrees that at all times until the expiration ofthis Warrant it will reserve for issuance and delivery upon exercise of thisWarrant the number of shares of its Common Stock required for issuance ordelivery of the Warrant Shares upon exercise of this Warrant.

 

**3.****                                      Exchange,Assignment or Loss of Warrant**. This Warrant is issued subject to thefollowing terms, conditions, and limitations:

 

**(a)****                                  Exchangeof Warrant**. This Warrant is exchangeable at the reasonable request ofthe Holder, upon presentation and surrender of this Warrant to the Company, forother warrants of different denominations entitling the Holder to purchase inthe aggregate the same number of shares of Common Stock purchasable under thisWarrant.

 

**(b)****                                  Assignment/Transferof Warrant**. This Warrant is not assignable or transferable unlessaccompanied by a favorable opinion of counsel satisfactory to the Company, asstated in Section 9 of this Warrant; except that it may betransferred according to the terms of the will of the Holder, or the law ofintestate succession, upon the death of the Holder. Any assignment must be madeby surrender of this Warrant to the Company with a Form of Assignmentacceptable to the Company and duly executed and with funds sufficient to payany transfer tax; whereupon the Company, without charge, will execute anddeliver a new Warrant in the name of the assignee named in the instrument ofassignment and this Warrant will promptly be canceled. This Warrant may bedivided upon presentation of this Warrant at the office of the Company togetherwith a written notice specifying the names and the denominations in which newWarrants are to be issued and signed by the Holder of this Warrant.

 

**(c)****                                  Lossof Warrant**. Upon receipt by the Company of evidence satisfactory to itof the loss, theft, destruction, or mutilation of this Warrant, and (in thecase of loss, theft or destruction) of reasonably satisfactory indemnification,and upon surrender and cancellation of this Warrant if mutilated, the Companywill execute and deliver a new Warrant of like tenor and date to the Holder orthe Holder’s designee.

 

**4.****                                      Rightsof the Holder**. The Holder, by virtue of this Warrant, is not entitledto any rights of a stockholder in the Company, either at law or in equity, andthe rights of the Holder are limited to

 

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those expressed in thisWarrant and are not enforceable against the Company except to the extent statedin this Warrant.

 

**5.****                                      Anti-DilutionProvisions**.

 

**(a)****                                  Issuanceof Dividends and/or Stock Splits**. If, before the expiration of thisWarrant by exercise or by its terms, the Company declares and issues any sharesof its Common Stock as a stock dividend or subdivides the number of outstandingshares of its Common Stock into a greater number of shares, then the thenapplicable Exercise Price will be proportionately reduced and the number of sharesat that time purchasable under this Warrant will be proportionately increased. Conversely,if the Company reduces the number of outstanding shares of Common Stock bycombining the shares into a smaller number of shares (e.g. reverse stocksplit), then the then applicable Exercise Price shall be proportionatelyincreased and the number of shares of Common Stock at that time purchasableunder this Warrant shall be proportionately decreased. Any dividend paid ordistributed upon the Common Stock in securities convertible into shares ofCommon Stock shall be treated as a dividend paid in Common Stock to the extentthat shares of Common Stock are issuable upon the conversion of the convertiblesecurities.

 

**(b)****                                  FractionalShares**. No fractional shares or script representing fractional sharesof Common Stock will be issued upon the exercise of this Warrant. With respectto any fraction of a share called for upon any exercise of this Warrant, theCompany will pay to the Holder an amount in cash equal to that fractionmultiplied by the market value of a full share of Common Stock on the day ofexercise, as determined in good faith by the Company.

 

**(c)****                                  Reclassification,Reorganization or Merger**. In case of any reclassification, capitalreorganization, or other change of outstanding shares of Common Stock of theCompany (other than a change in par value, or from par value to no par value,or from no par value to par value, or as a result of an issuance of CommonStock by way of dividend or other distribution or of a subdivision orcombination), or in case of any consolidation or merger of the Company with orinto another corporation (other than a merger with a subsidiary in which theCompany is the continuing corporation and which does not result in anyreclassification, capital reorganization, or other change of outstanding sharesof Common Stock), or in case of any sale or conveyance of all or substantiallyall of the assets of the Company to another corporation, the Company will causeeffective provision to be made so that the Holder has the right, by exercisingthis Warrant, to purchase the kind and amount of shares of stock and othersecurities and property receivable upon that reclassification, capitalreorganization, or other change, consolidation, merger, sale or conveyance as may beissued or payable with respect to or in exchange for the number of shares ofCommon Stock of the Company purchasable upon the exercise of this Warrant hadthe recapitalization, capital reorganization, or other change, consolidation,merger, sale or conveyance not taken place. This provision will includeprovision for adjustments, which will be as nearly equivalent as may bepracticable, to the adjustments provided for in this Warrant. The provisions ofthis Section 5 apply to successive reclassifications, capitalreorganizations, changes of shares of Common Stock, and to successiveconsolidations, mergers, sales or conveyances.

 

**6.****                                      Officer’sCertificate**. Whenever the Exercise Price is adjusted under theprovisions of Section 5, the Company will file with its Secretary at itsprincipal office an Officer’s Certificate showing the adjusted Exercise Price,determined as in this Warrant provided, and stating in reasonable detail thefacts requiring that adjustment. Each Officer’s Certificate will be madeavailable at all reasonable times for inspection by the Holder. Furthermore,the Company, after each adjustment, will send a copy of the Officer’sCertificate to the Holder. The Officer’s Certificate is conclusive as to thecorrectness of the adjustment ten days after it is sent to the Holder.

 

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**7.****                                      Transferto Comply With the Securities Act**. This Warrant and the Warrant Sharesor any other security issued or issuable upon exercise of this Warrant may notbe transferred without (i) the opinion of counsel satisfactory to theCompany that the transfer may lawfully be made without registration underthe Federal Securities Act of 1933, as amended (the “**SecuritiesAct**”) and applicable state law; or (ii) registration under theSecurities Act. Each certificate representing Warrant Shares or othersecurities issued upon exercise of this Warrant may bear a legendsubstantially as stated in Section 1 above.

 

**8.****                                      Representationsand Warranties of Holder**. The Holder hereby represents and warrants thefollowing:

 

(a)                                  Asa sophisticated investor, the Holder has such knowledge and experience infinancial business matters that the Holder is capable of evaluating the meritsand risks of the prospective investment in the Warrant and the shares of CommonStock purchasable upon exercise of the Warrant.

 

(b)                                 TheHolder recognizes that an investment in the Warrant and the shares of CommonStock purchasable upon exercise of the Warrant involves a high degree of risk,that transferability and resale is restricted and that the Holder could sustaina loss of Holder’s entire investment in the Warrant and the Warrant Shares; and

 

(c)                                  Inconnection with the acquisition of the Warrant, the Holder represents andwarrants that the Holder intends to acquire the Warrant for investment purposesand not with a view to or for resale in connection with any distribution of theWarrant or the Warrant Shares, and agrees that the Holder will not sell orassign the Warrant without registration under all applicable securities laws orappropriate exemption from registration requirements. The Holder understandsand acknowledges that neither the Warrant nor the shares of Common Stockpurchasable upon exercise of the Warrant have been registered under theSecurities Act, nor under applicable state securities laws and therefore willnot be freely transferable. The Holder also understands and acknowledges thatthe Company is under no obligation to register this Warrant or the underlyingshares of Common Stock.

 

**9.**                                      **Survival of Representations and Warranties**.The representations and warranties stated in Section 8 above will survivethe exercise of the Warrant.

 

**10.**                               **Applicable Law**. This Warrant shallbe governed by and construed in accordance with the laws of the State ofMinnesota without regard to principles of conflicts of laws.

 

INWITNESS WHEREOF, this Warrant has been duly executed by the undersignedeffective July 1, 2004.

 
|                     | SOUTHWEST CASINO  CORPORATION |
|--------------------------|-------------------------------|
|                     |                          |
|                     |                          |   |
|                     | Thomas E. Fox,  President     |
|                     |                          |
| Accepted and  agreed to: |                          |
|                     |                          |
|                     |                          |   |
| Holder                   |                          |
|                          |                               |  |  |

 

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EXHIBIT A

 

PURCHASE FORM

 

To be signed upon exercise of Warrant.

 

Theundersigned, the Holder of the attached Warrant, irrevocably elects to exercisethe purchase right represented by the Warrant for, and to purchase                             shares of Common Stock of Southwest Casino Corporation (the “**Company**”) to which the Warrant relates and makes payment of$                              ($                per share) in cash or by certified check and requests that a certificaterepresenting the shares be delivered to the undersigned at the address statedbelow:

 

(a)                                  Theshares of common stock purchasable upon exercise of the attached Warrant (the “**Securities**”) have not been registered under the SecuritiesAct of 1933, as amended (the “**Act**”) orapplicable state securities laws and are being issued by the Company underexemptions from the registration requirements. Neither the Securities andExchange Commission nor any state securities division has made an independentdetermination that the Securities are exempt from registration. Anyrepresentation to the contrary is a criminal offense.

 

(b)                                 TheSecurities are subject to restrictions on transferability and resale and may notbe transferred or resold except as permitted under the Act and the applicablestate laws, under registration or exemption therefrom, and upon receipt of theprior written approval of the Colorado Limited Gaming Control Commission, SouthDakota Commission on Gaming and such other state regulatory authorities as may havejurisdiction.

 

(c)                                  Theundersigned Holder represents, warrants, and agrees that (i) the Companyhas made no representations as to the value of the Securities; (ii) theHolder has been provided with the opportunity to ask such information of theCompany’s management and to obtain such information regarding the Company, itsbusiness and affairs as the Holder deems necessary or appropriate indetermining to accept the Securities under the terms and conditions of thisAgreement; (iii) the Holder is accepting the Securities for Holder’s ownaccount, for long-term investment and without the intention of reselling orredistributing the Securities, (iv) the company has no obligation toregister the Securities; and (v) any transfer of the Securities is restricted by applicable state and federalsecurities laws and will be further restricted by a restrictive legend placedon the certificate(s) representing the Securities.

 
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