Exhibit
10.17


 


INDEMNIFICATION AGREEMENT


 


Southwest Casino Corporation (“Company”)
and
                                   
(“Indemnitee”) enter into this
Indemnification Agreement (the “Agreement”)
effective July 22, 2004.


 


WHEREAS,
prudent persons may be reluctant to serve as directors or officers of the
Company unless such persons are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf
of the Company; and


 


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


 


WHEREAS, it is
reasonable, prudent and necessary for the Company to obligate itself by
contract to indemnify such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified; and


 


WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on additional
service for or on behalf of the Company on the condition that Indemnitee be so
indemnified;


 


NOW, THEREFORE,
in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:


 


ARTICLE I


DEFINITIONS


 


For purposes of this Agreement the following terms
shall have the meaning given here:


 


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


 


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


 


(a)           Unless approved by the affirmative
vote of at least two-thirds (2/3) of those members of the Board who are in
office immediately prior to the event(s) and who are not employees of the
Company:


 


(1)           the merger or consolidation of the
Company with, or the sale of all or substantially all of the assets of the
Company to, any person or entity or group of associated persons or entities; or


 


(2)           the direct or indirect beneficial
ownership in the aggregate of securities of the Company representing
thirty-three and one-third percent (33-1/3%) or more of the total combined
voting power of the Company’s then issued and outstanding securities by any
person or entity, or group of associated


 


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persons or entities acting in concert, not affiliated
(within the meaning of the Securities Act of 1933) with the Company as of the
date of this Agreement; or


 


(3)           the stockholders of the Company
approve any plan or proposal for the liquidation or dissolution of the Company.


 


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


 


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


 


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


 


1.3           “Corporate Status” 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 enterprise which such person is or was serving
at the express written request of the Company.


 


1.4           “Disinterested Director” means a director of
the Company who is not and was not a party to the 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 was serving 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, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, or being or
preparing to be a witness in a Proceeding.


 


1.7           “Good Faith” shall mean Indemnitee having acted
in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
Proceeding, having had no reasonable cause to believe Indemnitee’s conduct was
unlawful.


 


1.8           “Independent Counsel” means a law firm, or a
member of a law firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to
represent:  (i) the Company or Indemnitee
in any matter material to either such 


 


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party, or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. 
Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine 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 or completed proceeding
whether civil, criminal, administrative or investigative, other than one
initiated by Indemnitee.  For purposes of
the foregoing sentence, a “Proceeding”
shall not be deemed to have been initiated by Indemnitee where Indemnitee seeks
pursuant to Article VIII of this Agreement to enforce Indemnitee’s rights under
this Agreement.


 


ARTICLE II


TERM OF AGREEMENT


 


This Agreement shall continue until and terminate upon
the later of:  (a) 10 years after the
date that Indemnitee shall have ceased to serve as a director, officer,
employee, agent or fiduciary of the Company or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which Indemnitee served at the express written request of the Company; or (b)
the final termination of all pending Proceedings in respect of which Indemnitee
is granted rights of indemnification or advancement of expenses hereunder and
of any proceeding commenced by Indemnitee pursuant to Article VIII of this
Agreement relating thereto.


 


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.  Indemnitee may at any time and
for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law).


 


3.2           Notice of Proceeding.  Indemnitee agrees to notify the Company
promptly, in writing, upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder.


 


ARTICLE IV


INDEMNIFICATION


 


4.1           In General.  In connection with any Proceeding, the
Company shall indemnify, and advance Expenses to Indemnitee as provided in this
Agreement and to the fullest extent permitted by applicable law in effect on
the date hereof and to such greater extent as applicable law may thereafter
from time to time permit.


 


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4.2           Proceedings Other Than Proceedings by or in the Right of
the Company.  Indemnitee shall
be entitled to the rights of indemnification provided in this Section 4.2 if,
by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to
be made, a party to any Proceeding, other than a Proceeding by or in the right
of the Company.  Indemnitee shall be
indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in Good Faith.


 


4.3           Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4.3 if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to any
Proceeding brought by or in the right of the Company to procure a judgment in
its favor.  Indemnitee shall be
indemnified against Expenses, judgments, penalties, and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding if Indemnitee acted in Good Faith.  Notwithstanding the foregoing, no such
indemnification shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company 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 and
only to the extent that the court in which such Proceeding shall have been
brought or is pending, or other court of competent jurisdiction shall determine.


 


4.4           Indemnification of a Party Who Is Wholly or Partly
Successful.  Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of Indemnitee’s Corporate Status, a party to and is successful, on the
merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the
maximum extent permitted by law, against all Expenses, judgments, penalties,
fines, and amounts paid in settlement, actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection therewith.  If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to 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 all Expenses, judgments, penalties, fines, and amounts paid in
settlement, actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section 4.4 and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter, so long as there has been no finding
(either adjudicated or pursuant to Article VI) that Indemnitee did not act in
Good Faith.


 


4.5           Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s
Corporate Status, a witness in any Proceeding, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith.


 


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ARTICLE V


ADVANCEMENT OF EXPENSES


 


Notwithstanding any provision to the contrary in
Article VI, the Company shall advance all reasonable Expenses which, by reason
of Indemnitee’s Corporate Status, were incurred by or on behalf of Indemnitee
in connection with any Proceeding, within twenty days after the receipt by the
Company of a statement or statements from Indemnitee requesting such advance or
advances, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded
or accompanied by an undertaking by or on behalf of Indemnitee to repay any
Expenses if it shall ultimately be determined that Indemnitee is not entitled
to be indemnified against such Expenses. 
Any advance and undertakings to repay pursuant to this Article V shall
be unsecured and interest free.


 


ARTICLE VI


PROCEDURES FOR DETERMINATION OF


ENTITLEMENT TO INDEMNIFICATION


 


6.1           Initial Request.  To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall promptly
advise the Board in writing that Indemnitee has requested indemnification.


 


6.2           Method of Determination.  A determination (if required by applicable
law) with respect to Indemnitee’s entitlement to indemnification shall be made
as follows:


 


(a)           if a Change in Control has occurred,
unless Indemnitee shall request in writing that 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 to the Board, a copy of which shall
be delivered to Indemnitee;


 


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


 


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


 


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


 


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


 


(c)           Following the 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 after such written notice of
selection has been given, deliver to the other party a written objection to
such selection.  Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel”
as defined in Section 1.9 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If such written objection is made, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until a court has determined that such objection is without merit.


 


(d)           Either the Company or Indemnitee may
petition the District Court of the State of Minnesota or other court of
competent jurisdiction if the parties have been unable to agree on the
selection of Independent Counsel within 20 days after submission by Indemnitee
of a written request for indemnification pursuant to Section 6.1 of this
Agreement.  Such petition may request a
determination whether an objection to the party’s selection is without merit
and/or seek the appointment as Independent Counsel of a person selected by the
Court or by such other person as the Court shall designate.  A person so appointed shall act as
Independent Counsel under Section 6.2 of this Agreement.


 


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


 


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


 


6.4           Cooperation. 
Indemnitee shall cooperate with the person, persons or entity making the
determination with respect to Indemnitee’s entitlement to indemnification under
this Agreement, including providing to such person, persons or entity upon
reasonable advance


 


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request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to
Indemnitee and reasonably necessary to such determination.  Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.


 


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


 


ARTICLE VII


PRESUMPTIONS AND EFFECT OF
CERTAIN PROCEEDINGS


 


7.1           Burden of Proof.  In making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity
making such determination shall presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 6.1 of this Agreement, and the
Company shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any
determination contrary to that presumption.


 


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


 


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


 


7.4           Actions of Others.  The knowledge and/or actions, or failure to
act, of any director, officer, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


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ARTICLE VIII


REMEDIES OF INDEMNITEE


 


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


 


(a)           a determination is made pursuant to
Article VI of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement;


 


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


 


(c)           the determination of entitlement to
be made pursuant to Section 6.2 of this Agreement has not been made within 90
days after receipt by the Company of the request for indemnification;


 


(d)           payment of indemnification is not
made pursuant to Section 4.5 of this Agreement within ten (10) days after
receipt by the Company of a written request therefor; or


 


(e)           payment of indemnification is not
made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification or such determination is 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
adjudication in an appropriate court of the State of Minnesota, or in any other
court of competent jurisdiction, or Indemnitee’s entitlement to such
indemnification or advancement of Expenses. 
Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the rules of the
American Arbitration Association. 
Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section
8.2.  The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


8.3           De Novo Review. 
In the event that a determination shall have been made pursuant to
Article VI of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to
this Article VIII shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination.  In any such
proceeding or arbitration, the Company shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as
the case may be.


 


8.4           Company Bound. 
If a determination shall have been made or deemed to have been made
pursuant to Article VI of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding 


 


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or arbitration absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


8.5           Procedures Valid.  The Company shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this Article
VIII that the procedures and presumptions of this Agreement are not valid,
binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Company is bound by all the provisions of this
Agreement.


 


8.6           Expenses of Adjudication.  In the event that Indemnitee, pursuant to
this Article VIII, seeks a judicial adjudication of or an award in arbitration
to enforce Indemnitee’s rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to recover from the Company, and shall
be indemnified by the Company against, any and all expenses (of the types
described in the definition of Expenses in Section 1.7 of this Agreement)
actually and reasonably incurred by Indemnitee in such adjudication or
arbitration, but only if Indemnitee prevails therein.  If it shall be determined in such
adjudication or arbitration that Indemnitee is entitled to receive part but not
all of the indemnification or advancement of expenses sought, the expenses
incurred by Indemnitee in connection with such adjudication or arbitration
shall be appropriately prorated.


 


ARTICLE IX


NON-EXCLUSIVITY, INSURANCE,
SUBROGATION


 


9.1          Non-exclusivity.  The rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Certificate of Incorporation, the By-Laws, any
agreement, a vote of stockholders or a resolution of directors, or
otherwise.  No amendment, alteration,
rescission or replacement of this Agreement or any provision hereof shall be
effective as to Indemnitee with respect to any action taken or omitted by such
Indemnitee in Indemnitee’s Corporate Status prior to such amendment,
alteration, rescission or replacement.


 


9.2           Insurance. 
The Company may maintain an insurance policy or policies against
liability arising out of this Agreement or otherwise.


 


9.3           Subrogation. 
In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.


 


9.4           No Duplicative Payment.  The Company shall not be liable under this
Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that


 


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 Indemnitee has otherwise
actually received such payment under any insurance policy, contract, agreement
or otherwise.


 


ARTICLE X


GENERAL PROVISIONS


 


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


 


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


 


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


 


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


 


10.3         No Adequate Remedy.  The parties declare that it is impossible to
measure in money the damages that will accrue to either party by reason of a
failure to perform any of the obligations under this Agreement.  Therefore, if either party shall institute
any action or proceeding to enforce the provisions hereof, such party against
whom such action or proceeding is brought hereby waives the claim or defense
that such party has an adequate remedy at law, and such party shall not urge in
any such action or proceeding the claim or defense that the other party has an adequate
remedy at law.


 


10.4         Identical Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


 


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


 


10.6         Modification and Waiver.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver 


 


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of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.


 


10.7         Notices. 
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (i) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:


 


	
   

  	
  If to Indemnitee, to:

  	
  As shown with Indemnitee’s Signature below.

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Company, to:

  	
  Southwest Casino and Hotel Corp.

  
	
   

  	
   

  	
  2001 Killebrew Drive, Suite 306

  
	
   

  	
   

  	
  Minneapolis, Minnesota 55425

  



 


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


 


10.8         Entire Agreement. 
This Agreement constitutes the entire agreement and understanding
between the parties hereto in reference to all the matters herein agreed
upon.  This Agreement replaces in full
all prior indemnification agreements or understandings of the parties hereto,
and any and all such prior agreements or understandings are hereby rescinded by
mutual agreement.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the dates indicated below to be
effective as of July 22, 2004.


 


	
   

  	
  SOUTHWEST
  CASINO CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
  Mailing Address of Indemnitee:

  



 


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