**Exhibit 10.35**

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**INDEMNIFICATION AGREEMENT**

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SouthwestCasino Corporation (**“Company”**) and                       (**“Indemnitee”**) enter into this Indemnification Agreement (the**“Agreement”**) effective December 7,2005.

 

**WHEREAS,**prudent persons may be reluctant to serve as directors or officers of theCompany unless such persons are provided with adequate protection throughinsurance and/or adequate indemnification against inordinate risks of claimsand actions against them arising out of their service to and activities onbehalf of the Company; and

 

**WHEREAS,**the Board of Directors of the Company has determined that the inability toattract and retain such persons is detrimental to the best interests of theCompany; and

 

**WHEREAS,**it is reasonable, prudent and necessary for the Company to obligate itself bycontract to indemnify such persons to the fullest extent permitted byapplicable law so that they will serve or continue to serve the Company freefrom undue concern that they will not be so indemnified; and

 

**WHEREAS,**Indemnitee is willing to serve, continue to serve and to take on additionalservice for or on behalf of the Company on the condition that Indemnitee be soindemnified;

 

**NOW,THEREFORE,** in consideration of the premises and the covenantscontained herein, the Company and Indemnitee do hereby covenant and agree asfollows:

 

## **ARTICLE I**

**DEFINITIONS**

 

Forpurposes of this Agreement the following terms shall have the meaning givenhere:

 

1.1**                                 “Board”**shall mean the Board of Directors of the Company.

 

1.2**                                 “Changeof Control”** shall mean any of the following events:

 

(a)                                  Unlessapproved by the affirmative vote of at least two-thirds (2/3) of those membersof the Board who are in office immediately prior to the event(s) and who arenot employees of the Company:

 

(1)                                  themerger or consolidation of the Company with, or the sale of all orsubstantially all of the assets of the Company to, any person or entity orgroup of associated persons or entities; or

 

(2)                                  thedirect or indirect beneficial ownership in the aggregate of securities of theCompany representing thirty-three and one-third percent (33-1/3%) or more ofthe total combined voting power of the Company’s then issued and outstandingsecurities by any person or entity, or group of associated persons or entitiesacting in concert, not affiliated (within the meaning of the Securities Act of1933) with the Company as of the date of this Agreement; or

 

(3)                                  thestockholders of the Company approve any plan or proposal for the liquidation ordissolution of the Company.

 

(b)                                 Achange in the composition of the Board at any time during any consecutivetwenty-four (24) month period such that the**“Continuity Directors”**cease for any reason to constitute at least a seventy percent (70%) majority ofthe Board. For purposes of this clause (b),**“Continuity Directors”**means those members of the Board who either:

 

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(1)                                  weredirectors at the beginning of such consecutive twenty-four (24) month period;or

 

(2)                                  wereelected by, or on the nomination or recommendation of, at least a majority ofthe then-existing Board.

 

1.3**                                 “CorporateStatus”** describes the status of a person who is or was a director, officer,employee, agent or fiduciary of the Company or of any other corporation,partnership, joint venture, trust, employee benefit plan or other enterprisewhich such person is or was serving at the express written request of theCompany.

 

1.4**                                 “DisinterestedDirector”** means a director of the Company who is not and was not a party tothe Proceeding in respect of which indemnification is sought by Indemnitee.

 

1.5**                                 “Enterprise”**shall mean the Company and any other corporation, partnership, joint venture,trust, employee benefit plan or other enterprise of which Indemnitee is or wasserving at the express written request of the Company as a director, officer,employee, agent or fiduciary.

 

1.6**                                 “Expenses”**shall include all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicatingcosts, printing and binding costs, telephone charges, postage, delivery servicefees, and all other disbursements or expenses of the types customarily incurredin connection with prosecuting, defending, preparing to prosecute or defend,investigating, or being or preparing to be a witness in a Proceeding.

 

1.7**                                 “GoodFaith”** shall mean Indemnitee having acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests ofthe Company, and, with respect to any criminal Proceeding, having had noreasonable cause to believe Indemnitee’s conduct was unlawful.

 

1.8**                                 “IndependentCounsel”** means a law firm, or a member of a law firm, that is experiencedin matters of corporation law and neither presently is, nor in the past fiveyears has been, retained to represent:  (i) theCompany or Indemnitee in any matter material to either such party, or (ii) anyother party to the Proceeding giving rise to a claim for indemnificationhereunder. Notwithstanding the foregoing, the term**“IndependentCounsel”** shall not include any person who, under the applicablestandards of professional conduct then prevailing, would have a conflict ofinterest in representing either the Company or Indemnitee in an action todetermine Indemnitee’s rights under this Agreement.

 

1.9**                                 “Proceeding”**includes any action, suit, arbitration, alternate dispute resolution mechanism,investigation, administrative hearing or any other actual, threatened orcompleted proceeding whether civil, criminal, administrative or investigative, otherthan one initiated by Indemnitee. For purposes of the foregoing sentence, a**“Proceeding”** shall not be deemed to have been initiated byIndemnitee where Indemnitee seeks pursuant to Article VIII of thisAgreement to enforce Indemnitee’s rights under this Agreement.

 

## **ARTICLE II**

**TERM OF AGREEMENT**

 

ThisAgreement shall continue until and terminate upon the later of:  (a) 10 years after the date thatIndemnitee shall have ceased to serve as a director, officer, employee, agentor fiduciary of the Company or of any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise which Indemniteeserved at the express written request of the Company; or (b) the finaltermination of all pending Proceedings in respect of which Indemnitee isgranted rights of indemnification or advancement of expenses hereunder and ofany proceeding commenced by Indemnitee pursuant to Article VIII of thisAgreement relating thereto.

 

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## **ARTICLE III**

**SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS**

 

3.1**                                 Services.**Indemnitee agrees to serve as a director and/or an officer of the Company. Indemniteemay at any time and for any reason resign from such position (subject toany other contractual obligation or any obligation imposed by operation oflaw).

 

3.2**                                 Noticeof Proceeding.**Indemnitee agrees to notify the Company promptly, inwriting, upon being served with any summons, citation, subpoena, complaint,indictment, information or other document relating to any Proceeding or matterwhich may be subject to indemnification or advancement of Expenses coveredhereunder.

 

## **ARTICLE IV**

**INDEMNIFICATION**

 

4.1**                                 InGeneral.**In connection with any Proceeding, the Company shall indemnify,and advance Expenses to Indemnitee as provided in this Agreement and to thefullest extent permitted by applicable law in effect on the date hereof and tosuch greater extent as applicable law may thereafter from time to timepermit. This indemnification obligation includes, without limitation,indemnification in the case of any Proceeding arising from or related to adirector’s alleged failure to deliberate, take any action or make any decisionin connection with activities of the Company that are regulated by the NIGCbefore such time as the director is approved to serve on the Board of Directorsof the Company by the NIGC.

 

4.2**                                 ProceedingsOther Than Proceedings by or in the Right of the Company.**Indemnitee shallbe entitled to the rights of indemnification provided in this Section 4.2if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatenedto be made, a party to any Proceeding, other than a Proceeding by or in theright of the Company. Indemnitee shall be indemnified against Expenses,judgments, penalties, fines and amounts paid in settlement actually andreasonably incurred by Indemnitee or on Indemnitee’s behalf in connection withsuch Proceeding or any claim, issue or matter therein, if Indemnitee acted inGood Faith.

 

4.3**                                 Proceedingsby or in the Right of the Company.**Indemnitee shall be entitled to therights of indemnification provided in this Section 4.3 if, by reason ofIndemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, aparty to any Proceeding brought by or in the right of the Company to procure ajudgment in its favor. Indemnitee shall be indemnified against Expenses,judgments, penalties, and amounts paid in settlement, actually and reasonablyincurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceedingif Indemnitee acted in Good Faith. Notwithstanding the foregoing, no suchindemnification shall be made in respect of any claim, issue or matter in suchProceeding as to which Indemnitee shall have been adjudged to be liable to theCompany if applicable law prohibits such indemnification;**provided,**however**,** that, if applicable law so permits,indemnification shall nevertheless be made by the Company in such event if andonly to the extent that the court in which such Proceeding shall have beenbrought or is pending, or other court of competent jurisdiction shalldetermine.

 

4.4**                                 Indemnificationof a Party Who Is Wholly or Partly Successful.**Notwithstanding any otherprovision of this Agreement, to the extent that Indemnitee is, by reason ofIndemnitee’s Corporate Status, a party to and is successful, on the merits orotherwise, in any Proceeding, Indemnitee shall be indemnified to the maximumextent permitted by law, against all Expenses, judgments, penalties, fines, andamounts paid in settlement, actually and reasonably incurred by Indemnitee oron Indemnitee’s behalf in connection therewith. If Indemnitee is not whollysuccessful in such Proceeding but is successful, on the merits or otherwise, asto one or more but less than all claims, issues or matters in such Proceeding,the Company shall indemnify Indemnitee to the maximum extent permitted by law,against

 

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all Expenses, judgments,penalties, fines, and amounts paid in settlement, actually and reasonablyincurred by Indemnitee or on Indemnitee’s behalf in connection with eachsuccessfully resolved claim, issue or matter. For purposes of this Section 4.4and without limitation, the termination of any claim, issue or matter in such aProceeding by dismissal, with or without prejudice, shall be deemed to be asuccessful result as to such claim, issue or matter, so long as there has beenno finding (either adjudicated or pursuant to Article VI) that Indemniteedid not act in Good Faith.

 

4.5**                                 Indemnificationfor Expenses of a Witness.**Notwithstanding any other provision of thisAgreement, to the extent that Indemnitee is, by reason of Indemnitee’sCorporate Status, a witness in any Proceeding, Indemnitee shall be indemnifiedagainst all Expenses actually and reasonably incurred by Indemnitee or onIndemnitee’s behalf in connection therewith.

 

## **ARTICLE V**

**ADVANCEMENT OF EXPENSES**

 

Notwithstandingany provision to the contrary in Article VI, the Company shall advance allreasonable Expenses which, by reason of Indemnitee’s Corporate Status, wereincurred by or on behalf of Indemnitee in connection with any Proceeding,within twenty days after the receipt by the Company of a statement orstatements from Indemnitee requesting such advance or advances, whether priorto or after final disposition of such Proceeding. Such statement or statementsshall reasonably evidence the Expenses incurred by Indemnitee and shall includeor be preceded or accompanied by an undertaking by or on behalf of Indemniteeto repay any Expenses if it shall ultimately be determined that Indemnitee isnot entitled to be indemnified against such Expenses. Any advance andundertakings to repay pursuant to this Article V shall be unsecured andinterest free.

 

## **ARTICLE VI**

## **PROCEDURES FOR DETERMINATION OF**

**ENTITLEMENT TO INDEMNIFICATION**

 

6.1**                                 InitialRequest.**To obtain indemnification under this Agreement, Indemnitee shallsubmit to the Company a written request, including therein or therewith suchdocumentation and information as is reasonably available to Indemnitee and isreasonably necessary to determine whether and to what extent Indemnitee isentitled to indemnification. The Secretary of the Company shall promptly advisethe Board in writing that Indemnitee has requested indemnification.

 

6.2**                                 Methodof Determination.**A determination (if required by applicable law) withrespect to Indemnitee’s entitlement to indemnification shall be made asfollows:

 

(a)                                  ifa Change in Control has occurred, unless Indemnitee shall request in writingthat such determination be made in accordance with clause (b) of this Section 6.2,the determination shall be made by Independent Counsel in a written opinion tothe Board, a copy of which shall be delivered to Indemnitee;

 

(b)                                 ifa Change of Control has not occurred, and subject to Section 6.5, thedetermination shall be made by the Board by a majority vote of a quorumconsisting of Disinterested Directors. In the event that a quorum of the Boardconsisting of Disinterested Directors is not obtainable or, even if obtainable,such quorum of Disinterested Directors so directs, the determination shall bemade by Independent Counsel in a written opinion to the Board, a copy of whichshall be delivered to Indemnitee.

 

6.3**                                 Selection,Payment, Discharge, of Independent Counsel.**In the event the determinationof entitlement to indemnification is to be made by Independent Counsel pursuantto Section 6.2 of this Agreement, the Independent Counsel shall beselected, paid, and discharged in the following manner:

 

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(a)                                  Ifa Change of Control has not occurred, the Independent Counsel shall be selectedby the Board, and the Company shall give written notice to Indemnitee advisingIndemnitee of the identity of the Independent Counsel so selected.

 

(b)                                 Ifa Change of Control has occurred, the Independent Counsel shall be selected byIndemnitee  (unless Indemnitee shallrequest that such selection be made by the Board, in which event clause (a) ofthis section shall apply), and Indemnitee shall give written notice to theCompany advising it of the identity of the Independent Counsel so selected.

 

(c)                                  Followingthe initial selection described in clauses (a) and (b) of this Section 6.3,Indemnitee or the Company, as the case may be, may, within 7 days aftersuch written notice of selection has been given, deliver to the other party awritten objection to such selection. Such objection may be asserted onlyon the ground that the Independent Counsel so selected does not meet therequirements of**“Independent Counsel”** as definedin Section 1.9 of this Agreement, and the objection shall set forth withparticularity the factual basis of such assertion. Absent a proper and timelyobjection, the person so selected shall act as Independent Counsel. If such writtenobjection is made, the Independent Counsel so selected may not serve asIndependent Counsel unless and until a court has determined that such objectionis without merit.

 

(d)                                 Eitherthe Company or Indemnitee may petition the District Court of the State ofMinnesota or other court of competent jurisdiction if the parties have beenunable to agree on the selection of Independent Counsel within 20 days aftersubmission by Indemnitee of a written request for indemnification pursuant to Section 6.1of this Agreement. Such petition may request a determination whether anobjection to the party’s selection is without merit and/or seek the appointmentas Independent Counsel of a person selected by the Court or by such otherperson as the Court shall designate. A person so appointed shall act asIndependent Counsel under Section 6.2 of this Agreement.

 

(e)                                  TheCompany shall pay any and all reasonable fees and expenses of IndependentCounsel incurred by such Independent Counsel in connection with acting pursuantto this Agreement, and the Company shall pay all reasonable fees and expensesincident to the procedures of this Section 6.3, regardless of the mannerin which such Independent Counsel was selected or appointed.

 

(f)                                    Uponthe due commencement of any judicial proceeding or arbitration pursuant to Section 8.1(c) ofthis Agreement, Independent Counsel shall be discharged and relieved of anyfurther responsibility in such capacity (subject to the applicable standards ofprofessional conduct then prevailing).

 

6.4**                                 Cooperation.**Indemnitee shall cooperate with the person, persons or entity making thedetermination with respect to Indemnitee’s entitlement to indemnification underthis Agreement, including providing to such person, persons or entity uponreasonable advance request any documentation or information which is notprivileged or otherwise protected from disclosure and which is reasonablyavailable to Indemnitee and reasonably necessary to such determination. Anycosts or expenses (including attorneys’ fees and disbursements) incurred byIndemnitee in so cooperating with the person, persons or entity making suchdetermination shall be borne by the Company (irrespective of the determinationas to Indemnitee’s entitlement to indemnification) and the Company herebyindemnifies and agrees to hold Indemnitee harmless therefrom.

 

6.5**                                 Payment.**If it is determined that Indemnitee is entitled to indemnification, paymentto Indemnitee shall be made within ten (10) days after such determination.

 

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## **ARTICLE VII**

**PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS**

 

7.1**                                 Burdenof Proof.**In making a determination with respect to entitlement toindemnification hereunder, the person or persons or entity making suchdetermination shall presume that Indemnitee is entitled to indemnificationunder this Agreement if Indemnitee has submitted a request for indemnificationin accordance with Section 6.1 of this Agreement, and the Company shallhave the burden of proof to overcome that presumption in connection with themaking by any person, persons or entity of any determination contrary to thatpresumption.

 

7.2**                                 Effectof Other Proceedings.**The termination of any Proceeding or of any claim,issue or matter therein, by judgment, order, settlement or conviction, or upona plea of nolo contendere or its equivalent, shall not (except as otherwiseexpressly provided in this Agreement) of itself adversely affect the right ofIndemnitee to indemnification or create a presumption that Indemnitee did not actin Good Faith.

 

7.3**                                 Relianceas Safe Harbor.**For purposes of any determination of Good Faith, Indemniteeshall be deemed to have acted in Good Faith if Indemnitee’s action is based onthe records or books of account of the Company, including financial statements,or on information supplied to Indemnitee by the officers of the Enterprise inthe course of their duties, or on the advice of legal counsel for theEnterprise or on information or records given or reports made to the Enterpriseby an independent certified public accountant or by an appraiser or otherexpert selected with reasonable care by the Enterprise. The provisions of this Section 7.3shall not be deemed to be exclusive or to limit in any way the othercircumstances in which the Indemnitee may be deemed to have met theapplicable standard of conduct set forth in this Agreement.

 

7.4**                                 Actionsof Others.**The knowledge and/or actions, or failure to act, of anydirector, officer, agent or employee of the Enterprise shall not be imputed toIndemnitee for purposes of determining the right to indemnification under thisAgreement.

 

## **ARTICLE VIII**

**REMEDIES OF INDEMNITEE**

 

8.1**                                 Application.**This Article VIII shall apply in the event of a Dispute. For purposesof this Article,**“Dispute”** shall mean any of thefollowing events:

 

(a)                                  adetermination is made pursuant to Article VI of this Agreement thatIndemnitee is not entitled to indemnification under this Agreement;

 

(b)                                 advancementof Expenses is not timely made pursuant to Article V of this Agreement;

 

(c)                                  thedetermination of entitlement to be made pursuant to Section 6.2 of thisAgreement has not been made within 90 days after receipt by the Company of therequest for indemnification;

 

(d)                                 paymentof indemnification is not made pursuant to Section 4.5 of this Agreementwithin ten (10) days after receipt by the Company of a written requesttherefor; or

 

(e)                                  paymentof indemnification is not made within ten (10) days after a determinationhas been made that Indemnitee is entitled to indemnification or such determinationis deemed to have been made pursuant to Article VI of this Agreement.

 

8.2**                                 Adjudication.**In the event of a Dispute, Indemnitee shall be entitled to an adjudicationin an appropriate court of the State of Minnesota, or in any other court ofcompetent jurisdiction, or Indemnitee’s entitlement to such indemnification oradvancement of Expenses. Alternatively,

 

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Indemnitee, at Indemnitee’soption, may seek an award in arbitration to be conducted by a singlearbitrator pursuant to the rules of the American Arbitration Association. Indemniteeshall commence such proceeding seeking an adjudication or an award inarbitration within 180 days following the date on which Indemnitee first hasthe right to commence such proceeding pursuant to this Section 8.2. TheCompany shall not oppose Indemnitee’s right to seek any such adjudication oraward in arbitration.

 

8.3**                                 DeNovo Review.**In the event that a determination shall have been madepursuant to Article VI of this Agreement that Indemnitee is not entitledto indemnification, any judicial proceeding or arbitration commenced pursuantto this Article VIII shall be conducted in all respects as a de novotrial, or arbitration, on the merits and Indemnitee shall not be prejudiced byreason of that adverse determination. In any such proceeding or arbitration,the Company shall have the burden of proving that Indemnitee is not entitled toindemnification or advancement of Expenses, as the case may be.

 

8.4**                                 CompanyBound.**If a determination shall have been made or deemed to have been madepursuant to Article VI of this Agreement that Indemnitee is entitled toindemnification, the Company shall be bound by such determination in anyjudicial proceeding or arbitration absent (i) a misstatement by Indemniteeof a material fact, or an omission of a material fact necessary to makeIndemnitee’s statement not materially misleading, in connection with therequest for indemnification, or (ii) a prohibition of such indemnificationunder applicable law.

 

8.5**                                 ProceduresValid.**The Company shall be precluded from asserting in any judicialproceeding or arbitration commenced pursuant to this Article VIII that theprocedures and presumptions of this Agreement are not valid, binding and enforceableand shall stipulate in any such court or before any such arbitrator that theCompany is bound by all the provisions of this Agreement.

 

8.6**                                 Expensesof Adjudication.**In the event that Indemnitee, pursuant to this Article VIII,seeks a judicial adjudication of or an award in arbitration to enforceIndemnitee’s rights under, or to recover damages for breach of, this Agreement,Indemnitee shall be entitled to recover from the Company, and shall beindemnified by the Company against, any and all expenses (of the typesdescribed in the definition of Expenses in Section 1.7 of this Agreement)actually and reasonably incurred by Indemnitee in such adjudication orarbitration, but only if Indemnitee prevails therein. If it shall be determinedin such adjudication or arbitration that Indemnitee is entitled to receive part butnot all of the indemnification or advancement of expenses sought, the expensesincurred by Indemnitee in connection with such adjudication or arbitrationshall be appropriately prorated.

 

## **ARTICLE IX**

**NON-EXCLUSIVITY, INSURANCE, SUBROGATION**

 

9.1                                 **Non-exclusivity.**The rights of indemnification and toreceive advancement of Expenses as provided by this Agreement shall not bedeemed exclusive of any other rights to which Indemnitee may at any timebe entitled under applicable law, the Certificate of Incorporation, the By-Laws,any agreement, a vote of stockholders or a resolution of directors, orotherwise. No amendment, alteration, rescission or replacement of thisAgreement or any provision hereof shall be effective as to Indemnitee withrespect to any action taken or omitted by such Indemnitee in Indemnitee’sCorporate Status prior to such amendment, alteration, rescission orreplacement.

 

9.2**                                 Insurance.**The Company may maintain an insurance policy or policies againstliability arising out of this Agreement or otherwise. The obligations of theCompany under this Agreement are independent of the availability or lack ofavailability of insurance coverage with regard to an indemnified claim. If insurancecoverage is available, it is the responsibility of the Company, and not theIndemnitee, to pursue claims under such coverage.

 

9.3**                                 Subrogation.**In the event of any payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery ofIndemnitee, who shall execute

 

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all papers required andtake all action necessary to secure such rights, including execution of suchdocuments as are necessary to enable the Company to bring suit to enforce suchrights.

 

9.4**                                 NoDuplicative Payment.**The Company shall not be liable under this Agreementto make any payment of amounts otherwise indemnifiable hereunder if and to theextent that Indemnitee has otherwise actually received such payment under anyinsurance policy, contract, agreement or otherwise.

 

## **ARTICLE X**

### **GENERAL PROVISIONS**

### ** **

10.1                           **Successors and Assigns.**This Agreement shall be binding uponthe Company and its successors and assigns and shall inure to the benefit ofIndemnitee and Indemnitee’s heirs, executors and administrators.

 

10.2**                           Severability.**If any provision or provisions of this Agreement shall be held to beinvalid, illegal or unenforceable for any reason whatsoever:

 

(a)                                  thevalidity, legality and enforceability of the remaining provisions of thisAgreement (including without limitation, each portion of any Section ofthis Agreement containing any such provision held to be invalid, illegal orunenforceable, that is not itself invalid, illegal or unenforceable) shall notin any way be affected or impaired thereby; and

 

(b)                                 tothe fullest extent possible, the provisions of this Agreement (including,without limitation, each portion of any Section of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable,that is not itself invalid, illegal or unenforceable) shall be construed so asto give effect to the intent manifested by the provision held invalid, illegalor unenforceable.

 

10.3**                           NoAdequate Remedy.**The parties declare that it is impossible to measure inmoney the damages that will accrue to either party by reason of a failure toperform any of the obligations under this Agreement. Therefore, if eitherparty shall institute any action or proceeding to enforce the provisionshereof, such party against whom such action or proceeding is brought herebywaives the claim or defense that such party has an adequate remedy at law, andsuch party shall not urge in any such action or proceeding the claim or defensethat the other party has an adequate remedy at law.

 

10.4**                           IdenticalCounterparts.**This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an originalbut all of which together shall constitute one and the same Agreement. Only onesuch counterpart signed by the party against whom enforceability is soughtneeds to be produced to evidence the existence of this Agreement.

 

10.5**                           Headings.**The headings of the paragraphs of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of thisAgreement or to affect the construction thereof.

 

10.6**                           Modificationand Waiver.**No supplement, modification or amendment of this Agreementshall be binding unless executed in writing by both of the parties hereto. Nowaiver of any of the provisions of this Agreement shall be deemed or shallconstitute a waiver of any other provisions hereof (whether or not similar) norshall such waiver constitute a continuing waiver.

 

10.7**                           Notices.**All notices, requests, demands and other communications hereunder shall bein writing and shall be deemed to have been duly given if (i) delivered byhand and receipted for by the party to whom said notice or other communicationshall have been directed, or (ii) mailed by certified or registered mailwith postage prepaid, on the third business day after the date on which it isso mailed:

 

**If toIndemnitee, to:**                                        Asshown with Indemnitee’s Signature below.

 

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| **If to  the Company, to:** |   | Southwest Casino  and Hotel Corp.     |
|-----------------------------|--------|---------------------------------------|
|                        |   | 2001 Killebrew  Drive, Suite 350 |
|                        |   | Minneapolis, Minnesota 55425          |

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or to such other addressas may have been furnished to Indemnitee by the Company or to the Companyby Indemnitee, as the case may be.

 

10.8**                           EntireAgreement.**This Agreement constitutes the entire agreement andunderstanding between the parties hereto in reference to all the matters hereinagreed upon. This Agreement replaces in full all prior indemnificationagreements or understandings of the parties hereto, and any and all such prioragreements or understandings are hereby rescinded by mutual agreement.

 

**INWITNESS WHEREOF,**the parties hereto have executed thisAgreement on the dates indicated below to be effective as of December       ,2005.

 
| **SOUTHWEST  CASINO CORPORATION** |
|-----------------------------------|
|                              |
|                              |
| By                                |   |   |
| **Thomas E. Fox, President**      |
| ** **                        |
| ** **                        |
| **INDEMNITEE**                    |
|                              |
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|                              |   |
|                              |
|                              |
| Mailing Address  of Indemnitee:   |

 

 

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