**Exhibit 4.6**

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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 October 19, 2010

 

This warrant (“**Warrant**”) certifies that                                         (“**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 and federal regulatory authorities having jurisdictionover Southwest Casino Corporation (the “**Company**”)),from the Company at any time before 4:00 p.m. Minneapolis time on October 19,2010 (the “**Exercise Period**”), 100,000 sharesof Common Stock of the Company (“**Common Stock**”)at the purchase price of $.58 per share. The number of shares of Common StockHolder will receive upon exercise of this Warrant and the price to be paid fora share of Common Stock may be adjusted from time to time as stated inthis Warrant. The shares of Common Stock deliverable upon exercise of thisWarrant are sometimes referred to as “**Warrant Shares**”and the purchase price of each share of Common Stock under this Warrant issometimes referred to as the “**Exercise Price**.”  The term “**Warrant**”as used in this Warrant includes any warrants issued in exchange for,substitution for, and replacement of this Warrant or into which this Warrant may bedivided or exchanged.

 

**Section 1.****                                          Exerciseof Warrant**. Subject to the provisions of this Warrant (including, butnot limited to, the approval of all state and federal regulatory authoritiesthat have jurisdiction over the Company), this Warrant may be exercised atany time during the Exercise Period by the presentation and surrender to theCompany of this Warrant with (1) the Purchase Form attached as Exhibit A,duly executed by the Holder, and (2) payment, in cash, by wire transfer toan account of the Company, or by certified or official bank check payable tothe order of the Company, of the Exercise Price payable for the Warrant Sharesbeing purchased (payment must include all applicable federal and state taxes). Ifthe Holder purchases less than all of the Warrant Shares, the Company willexecute and deliver to the Holder a new Warrant evidencing the right of theHolder to purchase the balance of the shares purchasable under the WarrantShares 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 direct, a certificate orcertificates representing the number of Warrant Shares purchased. The Company may requirethat the certificate or certificates contain a legend substantially as follows:

 

“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

 

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transferredin the absence of either an effective registration under the Securities Act of1933, as amended, and under the applicable state securities laws, or an opinionof counsel for the Company that such transaction is exempt from registrationunder the Securities Act of 1933, as amended, and under the applicable statesecurities laws; and (iii) a holder of the securities will be required tocomply with all federal and state rules and regulations regarding gamingoperations applicable to the Company and its subsidiaries and may berequired to sell the securities to the Company or otherwise dispose of thesecurities if continued ownership of the securities by the holder may resultin a violation of applicable rules or regulations or the disapproval,modification, loss or non-renewal of any contract or license or other consentor approval related to the gaming operations of the Company or any subsidiaryof the Company.”

 

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

 

**Section 3.****                                         ****Assignment or Loss of Warrant**. ThisWarrant is issued subject to the following terms, conditions, and limitations:

 

**3.1****                               Assignment/Transferof Warrant**. This Warrant is not assignable or transferable unlessaccompanied by a favorable opinion of counsel satisfactory to the Company, asstated in Section 6 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 be promptly canceled.

 

**3.2****                               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 orsuch Holder’s designee.

 

**Section 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 those expressed in this Warrant and arenot enforceable against the Company except to the extent stated in thisWarrant.

 

**Section 5.****                                          RegistrationRights**. The shares of Common Stock issuable upon exercise of thisWarrant are subject to the registration rights stated in the separateRegistration Rights Agreement between the Company and the Holder dated the samedate as this Warrant.

 

**Section 6.****                                          Anti-DilutionProvisions**.

 

**6.1****                               Issuanceof Dividends and/or Stock Splits**. If, before this Warrant is exercisedor expires, the Company declares and issues any shares of its Common Stock as astock dividend or subdivides the number of outstanding shares of its CommonStock into a greater number of shares, the then applicable Exercise Price willbe proportionately reduced and the number of shares then purchasable under thisWarrant will be proportionately increased. Conversely, if the Company reducesthe number of

 

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outstanding shares ofCommon Stock by combining shares into a smaller number of shares (e.g. reversestock split), the then applicable Exercise Price will be proportionatelyincreased and the number of shares of Common Stock then purchasable under thisWarrant will be proportionately decreased. Any dividend paid or distributedupon the Common Stock in securities convertible into shares of Common Stockwill be treated as a dividend paid in Common Stock to the extent that shares ofCommon Stock are issuable upon the conversion of such convertible security.

 

**6.2****                               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.

 

**6.3****                               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 shallcause effective provision to be made so that the Holder shall have the rightthereafter, by exercising this Warrant, to purchase the kind and amount ofshares of stock and other securities and property receivable upon thatreclassification, capital reorganization, or other change, consolidation,merger, sale or conveyance as may be issued or payable with respect to orin exchange for the number of shares of Common Stock of the Company purchasableupon the exercise of this Warrant had that recapitalization, capitalreorganization, or other change, consolidation, merger, sale or conveyance nottaken place. Any such provisions shall include provision for adjustments, whichshall be as nearly equivalent, as may be practicable to the adjustmentsprovided for in this Warrant. The foregoing provisions of this Section 5will similarly apply to successive reclassifications, capital reorganizations,changes of shares of Common Stock, and to successive consolidations, mergers,sales or conveyances.

 

**Section 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 such transfer may lawfully be made without registration underthe Federal Securities Act of 1933, as amended (the “**SecuritiesAct**”), and applicable state law; or (ii) such registration. Eachcertificate representing Warrant Shares or other securities issued uponexercise of this Warrant may bear a legend substantially as set forth in Section 1above.

 

**Section 8.****                                          Representationsand Warranties of Holder**. The Holder represents and warrants to theCompany the following:

 

**8.1**                               Holderis an “Accredited Investor” as defined in Rule 501(a) of Regulation Dunder the Securities Act of 1933, as amended (the “Act”).

 

**8.2**                               As a sophisticated investor, the Holderhas such knowledge and experience in financial business matters that the Holderis capable of evaluating the merits and risks of the prospective investment inthe Warrant and the Warrant Shares.

 

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**8.3**                               TheHolder recognizes that an investment in the Warrant and the Warrant Shares ofCommon Stock involves a high degree of risk, that transferability and resale isrestricted and that the Holder could sustain a loss of Holder’s entireinvestment the Warrant and the Warrant Shares.

 

**8.4**                               Inconnection with the acquisition of the Warrant, the Holder represents andwarrants that the Holder intends to acquire the Warrant and the Warrant Sharesfor investment purposes and not with a view to or for resale in connection withany distribution of the Warrant or the Warrant Shares, and agrees that theHolder will not sell or assign the Warrant or the Warrant Shares withoutregistration under all applicable securities laws or appropriate exemption fromapplicable registration requirements. The Holder understands and acknowledgesthat neither the Warrant nor the Warrant Shares have been registered under theSecurities Act nor applicable state securities laws and therefore will not befreely transferable. The Holder also understands and acknowledges that theCompany is under no obligation to register the Warrant or the Warrant Shares.

 

**Section 9.****                                         ****Survival of Representations and Warranties**.The representations and warranties set forth in Section 6 above willsurvive the exercise of the Warrant.

 

**Section 10.****                                   A****pplicable Law**. This Warrant isgoverned by and must be construed in accordance with the laws of the State ofMinnesota.

 

IN WITNESS WHEREOF, this Warrant has been dulyexecuted by the undersigned as of October 20, 2005.

 
|                     | SOUTHWEST CASINO  CORPORATION              |
|--------------------------|--------------------------------------------|
|                     |                                       |
|                     |                                       |
|                     |                                       |   |
|                     | Jeffrey S.  Halpern, Chairman of the Board |
|                     |                                       |
| 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 (the “**Warrant**”), irrevocably elects to exercisethe purchase right represented by the Warrant for, and to purchase under theWarrant,                             of the shares of Common Stock of Southwest Casino Corporation (the “**Company**”) to which the Warrant relates and makes payment of$                                                ($                  per share) for those shares in cash or by certified check, which payment isincluded with this Purchase Form. The undersigned requests that a certificaterepresenting the shares purchased be delivered to the undersigned at theaddress stated below:

 

(a)                                  Theshares of common stock purchasable upon exercise of the attached Warrant (the “**Warrant Shares**”) have not been registeredunder the Securities Act of 1933, as amended (the “**Act**”)or applicable state securities laws and are being issued by the Company underexemptions from such 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)                                 TheWarrant Shares are subject to restrictions on transferability and resale and may notbe transferred or resold except as permitted under the Company’s Articles ofIncorporation and Bylaws, the Act and the applicable state laws, pursuant toregistration or exemption therefrom, and, if applicable, 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 Warrant Shares; (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 Warrant Shares for Holder’sown account, for long-term investment and without the intention of reselling orredistributing the Warrant Shares, (iv) the Company has no obligation toregister the Warrant Shares; and (v) any transfer of the Warrant Shares isrestricted by applicable state and federal securities laws and will be furtherrestricted by a restrictive legend placed on the certificate(s) representingthe Warrant Shares.

 
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