LEASE INTENDED AS SECURITY

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                                                                  Exhibit 10.168

                                                                   LESSEE'S COPY

                           LEASE INTENDED AS SECURITY

     LEASE INTENDED AS SECURITY ("Lease") dated as of December 3, 1999, between
BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company
with its principal office at 2059 Northlake Parkway, Tucker, Georgia 30084
("Lessor") and LAKES GAMING, INC., a Minnesota corporation, with its principal
office at 130 Cheshire Boulevard, Minnetonka, Minnesota 55305 ("Lessee").

     Lessor agrees to acquire and lease and sell to Lessee and Lessee agrees to
hire and purchase from Lessor certain personal property (the "Aircraft")
described in the Appendix (the "Appendix") attached hereto and made a part
hereof, on the terms and conditions set forth herein and in the Appendix.

Section 1. Procurement Delivery and Acceptance.

     1.1 On a date to be agreed upon by Lessor and Lessee (the "Delivery Date"),
Lessor will purchase from and lease back to Lessee for an amount equal to the
agreed upon value of the Aircraft, and Lessee will sell to and lease back from
Lessor the Aircraft.

     1.2 The obligation of Lessor to make payments for the Aircraft is subject
to the following conditions:

          (a) Lessee shall have delivered to Lessor not earlier than the tenth
(10th) and not later than the first (1st) Business Day (as defined in Paragraph
F of the Appendix) prior to the proposed Delivery Date, an irrevocable notice (a
"Delivery Date Notice") substantially in the form of Exhibit A, specifying (i)
the proposed Delivery Date, (ii) a description of the Aircraft to be purchased
on such Delivery Date and the location thereof, (iii) the aggregate Purchase
Price of the Aircraft, and (iv) wire transfer instructions for the disbursement
of funds;

          (b) Prior to the Completion Date, Lessor shall have received an
Appraisal to its satisfaction opining:

               (i) as to the appraised value of the Aircraft on the Delivery
     Date, on the Completion Date and at the end of the applicable Base Term and
     all applicable Renewal Terms; and

               (ii) that the average remaining economic useful life of the
     Aircraft is not less than 6.75 years.

          (c) Lessee shall have accepted the Aircraft on its Delivery Date and
executed and delivered to Lessor for the Aircraft accepted by Lessee, a Lease
Schedule and Acceptance Certificate in the form of Exhibit B (a "Schedule")
confirming the Delivery Date of the Aircraft and the acceptance of the Aircraft
as of its Delivery Date. The Schedule to be executed and delivered by Lessee on
the Delivery Date shall set forth:

               (i) in Annex I thereto, a description of and the initial Purchase
     Price for the Aircraft; and

               (ii) in Annex II thereto, the Applicable Percentage Amounts, a
     schedule of the installments of Fixed Rent, the Payment Dates therefor
     payable during the Base Term and during each Renewal Term, the Schedule
     Balance of such Schedule as of the Delivery Date (such Applicable
     Percentage, schedule of payments of Fixed Rents and Schedule Balance to be
     adjusted

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     by the Lessor on the Completion Date based upon the then Purchase Price
     using the same assumptions and methods of calculation as used in producing
     the original Applicable Percentage, schedule of payments of Fixed Rents and
     Schedule Balance, except for the changes in Purchase Price and any changes
     to appraised values and the remaining economic useful life of the Aircraft
     as determined by the Appraisal) therefor and as of each Payment Date in the
     Base Term and each Renewal Term, assuming in each case that all
     installments of Fixed Rent due and payable thereunder to and including such
     Payment date have been paid;

     Annex I and II to the Schedule shall be prepared by Lessor, and the items
     set forth by Lessor in such Schedule (including any adjustment thereto
     under clause (ii) above) shall be conclusive and binding upon Lessee for
     all purposes hereunder;

          (d) On or prior to the Delivery Date, Lessor shall have received from
Lessee duly executed UCC financing statements, and such financing statements
shall have been filed in all places deemed necessary or desirable by Lessor in
order to perfect the security interest granted pursuant to the Lease with
respect to the Aircraft and any related collateral being delivered on or after
such Delivery Date;

          (e) There shall exist no Event of Default nor any event which, with
notice or lapse of time or both, would become an Event of Default (a "Default");

          (f) On or before its Delivery Date, Lessor shall have received in form
and substance satisfactory to it (i) a Bill of Sale on FAA Form AC 8050-2 (or
other form approved by or acceptable to the FAA) covering the Aircraft, dated
the Delivery Date, executed by Lessee and naming Lessor as buyer, (ii) a
warranty Bill of Sale in the form of Exhibit C-1 with respect to the Aircraft,
and an Assignment of Warranties in the form of Exhibit C-2, each dated the
Delivery Date, and (iii) an application for Aircraft Registration on AC Form
8050-1, or such other form as may be approved by the FAA on the Delivery Date.

          (g) Lessor shall receive evidence, satisfactory to Lessor, that the
Aircraft is free and clear of all claims, liens, security interests and
encumbrances;

          (h) On or prior to the Delivery Date and any Advance, Lessee shall
have paid to Lessor any Transaction Costs not previously paid;

          (i) Each of the representations and warranties made by Lessee
hereunder shall be true on and as of the Delivery Date and the date of any
Advance;

          (j) No material adverse change in Lessee's financial condition shall
have occurred since the date hereof;

          (k) Resolution of any environmental issues;

     If any of the foregoing conditions is not met, Lessor shall have no
obligation to either Lessee or any third party to make any payments for the
Aircraft.

     Any attempted or purported sale of an Aircraft by Lessee to Lessor after
its Delivery Date shall not be effective whether or not accepted by Lessor, and
Lessor shall not incur any obligations with respect to the Aircraft, including
the obligation to pay for the Aircraft.


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     1.3 Lessee represents, warrants and covenants with respect to the Aircraft
that (a) the Seller has the right to sell the Aircraft (b) both the Aircraft and
Lessee's rights, title and interest in the Aircraft are, or will be as of its
Delivery Date, free from all claims, liens, security interests and encumbrances,
(c) Lessee will defend the sale against claims and demands of all persons and
(d) the Purchase Price of the Aircraft is equal to its fair market value at the
time of the sale.

     1.4 As soon as possible, but no later than the Delivery Date, Lessee shall
deliver or cause to be delivered to Lessor the following documents, in form and
substance satisfactory to Lessor:

          (a)   evidence of Lessee's authority to enter into and perform its
               obligations under this Lease;

          (b)   a certificate as to the incumbency of the person or persons
                authorized to execute and deliver this Lease and any other
               agreements or documents required hereunder or thereunder,
               including specimen signatures of such persons;

          (c)   certificates of insurance, including loss payable and other
               endorsements complying with, or other evidence acceptable to
               Lessor that Lessee has complied with, Section 7;

          (d)   opinion of counsel to Lessee, substantially in the form of
               Exhibit D and the opinion of special aviation counsel to Lessor
               satisfactory to Lessor; and

          (e)   any other documents specified in the Appendix and such other
               documents as Lessor may reasonably request.

Section 2. Term. Rent and Payment.

     2.1 The term of this Lease as to the Aircraft shall commence on its
Delivery Date and continue as specified in the Appendix.

     2.2 Lessee shall pay to Lessor rent for the Aircraft in the amounts and at
the times set forth in the Appendix.

     2.3 Rent and all other sums due Lessor hereunder shall be paid at the
principal office of Lessor set forth above.

     2.4 This Lease is a net lease and Lessee shall not be entitled to any
abatement or reduction of rent or any setoff against rent, whether arising by
reason of any past, present or future claim of any nature by Lessee against
Lessor or otherwise. Except as otherwise expressly provided herein, this Lease
shall not terminate, nor shall the obligations of Lessor or Lessee be otherwise
affected by reason of (a) any defect in, damage to, loss of possession or use or
destruction of the Aircraft, however caused, (b) the attachment of any lien,
encumbrance, security interest or other right or claim of any third party to the
Aircraft, (c) any prohibition or restriction of or interference with Lessee's
use of the Aircraft by any person or entity, (d) the insolvency of or the
commencement by or against Lessee of any bankruptcy, reorganization or similar
proceeding, or (e) any other cause, whether similar or dissimilar to the
foregoing, any present or future law to the contrary notwithstanding. It is the
intention of the parties that all rent and other amounts payable by Lessee
hereunder shall be payable in all events in the manner and at the times herein
provided unless Lessee's obligations in respect thereof have been terminated
pursuant to the express provisions of this Lease.


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     2.5 Payments shall be applied in the following order: (a) expenses,
including allocated time charges of internal counsel for Lessor and any other
attorneys' fees; (b) interest on late payments; and (c) rent and all other sums
due hereunder. Payments shall be evidenced by entries in records maintained by
Lessor which shall be presumptively correct.

Section 3. Disclaimer of Warranties.

     LESSEE ACKNOWLEDGES AND AGREES THAT (1) THE AIRCRAFT, INCLUDING EACH ENGINE
IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO
LESSEE AND SUITABLE FOR ITS PURPOSES, (2) LESSOR IS NOT A MANUFACTURER OR A
DEALER IN PROPERTY OF SUCH KIND, (3) THE AIRCRAFT, INCLUDING EACH ENGINE IS
LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENT REGULATIONS NOW
IN EFFECT OR HEREAFTER ADOPTED AND IN THE STATE AND CONDITION OF EVERY PART
THEREOF WHEN THE SAME FIRST BECAME SUBJECT TO THIS LEASE, WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND BY LESSOR, AND (4) LESSOR LEASES THE AIRCRAFT INCLUDING,
EACH ENGINE AS-IS WITHOUT WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED,
AND LESSOR EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, AS TO (i)
TITLE, AIRWORTHINESS, CONDITION, FITNESS FOR USE FOR A PARTICULAR PURPOSE,
DESIGN, VALUE, OPERATION OR MERCHANTABILITY THEREOF, (ii) QUALITY OF MATERIAL OR
WORKMANSHIP, ABSENCE OF LATENT OR OTHER DEFECTS WHETHER OR NOT DISCERNIBLE,
(iii) ABSENCE OF AN INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, (iv)
ABSENCE OF ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT, (v) LESSOR'S TITLE
THERETO OR (vi) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS
ARE TO BE BORNE BY LESSEE. The provisions of this Section 3 have been negotiated
by Lessor and Lessee and are intended to be a complete exclusion and negation of
any representations or warranties of Lessor, express or implied, with respect to
the Airframe and each Engine that may arise pursuant to any law now or hereafter
in effect, or otherwise.

Section 4. Possession. Use and Maintenance.

     4.1 Lessee agrees not to maintain, repair, overhaul, use or operate the
Airframe, any Engine or any Part in violation of any law, treaty or statute or
any rule, regulation or order of any government or Government Body having
jurisdiction (domestic or foreign) over Lessee or the Aircraft, or in violation
of any airworthiness certificate, license or registration relating to the
Airframe, any Engine or any Part issued by any such authority. If such laws,
treaties, statutes, rules, regulations or orders require alteration of the
Airframe, any Engine or any Part, Lessee will conform thereto or obtain
conformance therewith at no expense to Lessor and will maintain the same in
proper operating condition under such laws, treaties, statutes, rules,
regulations and orders. Lessee also agrees not to fly the Aircraft, or suffer
the Aircraft to be flown or the Airframe or any Engine to be located (i) in any
area excluded from coverage by any insurance required by Section 7, (ii) in any
country with which the United States does not maintain diplomatic relations, or
(iii) in any area of actual or threatened armed hostilities unless fully covered
to Lessor's reasonable satisfaction by war risk insurance or unless the Aircraft
is operated or used under contract with the Government of the United States
under which contract that Government assumes liability and provides indemnity in
an amount not less than the amount of insurance and providing coverage,
supported by the full faith and credit of the United States, as full and
complete as otherwise required by Section 7 for any damage, loss, destruction or
failure to return possession thereof at the end of the term of such contract and
for injury to Persons and damage to Property of others. The Aircraft shall at
all times be and remain registered in accordance with the laws of the United
States.


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     Lessee shall not sublease, or otherwise in any manner deliver, relinquish
or transfer possession of the Airframe or any Engine or any part thereof or any
part of Lessee's rights hereunder to any Person without the prior written
consent of Lessor except, if no Default or Event of Default exists, Lessee may,
without the prior written consent of Lessor, deliver possession of the Airframe
or any Engine to the manufacturer thereof for testing or other similar purposes
or to any organization for service, repair, maintenance or overhaul work or for
alterations or modifications in or additions to such Airframe or Engines, to the
extent required or permitted by this Lease.

     4.2 During the Lease Term, and until purchase or sale of the Aircraft in
compliance with this Lease, Lessee, at its own cost and expense, shall:

          (i) service, repair, maintain, test and overhaul each Item of
Equipment so as to keep such Item of Equipment in good operating condition and,
ordinary wear and tear excepted, in the same condition as when delivered to
Lessee hereunder, and so as to comply with each of the following standards:

               (A) to establish and keep the Aircraft in compliance with (1)
Lessee's FAA-approved maintenance program, which shall include a corrosion
control program (the "Maintenance Program"'), that is, with respect to the
Airframe, either a phased maintenance program (a "Phased Maintenance Program")
or a periodic medium and heavy block-hour interval overhaul program (a
"Block-Time Maintenance Program") and that provides for all FAA required
inspection, servicing, overhaul and replacement of all Aircraft components; (2)
all applicable airworthiness directives issued by the FAA; and (3) all
manufacturer's mandatory service bulletins;

               (B) to keep the Aircraft in such condition as may be necessary to
enable the airworthiness certification of such Aircraft to be maintained in good
standing at all times under the Federal Aviation Act; and

               (C) to keep the Aircraft maintained, serviced, repaired, tested
or overhauled in at least the same manner and with the same care as used by
Lessee with similar aircraft owned, leased by Lessee and maintained under the
same approved maintenance program;

          (ii) not install replacement components with excessive wear or
exchange components on or of the Aircraft for other aircraft components in
Lessee's possession for use on aircraft that will remain in Lessee's possession
after such return in order to reduce or avoid future maintenance requirements;
and

          (iii) maintain in the English language all records, logs and other
materials required by the FAA, and any other Government Body having jurisdiction
over any Item of Equipment or Lessee, to be maintained in respect of each Item
of Equipment so as to enable operation of the Aircraft under the laws of the
United States, which records logs and materials will conform to good commercial
practice for records regarding all maintenance carried out with respect to the
Aircraft.

     Lessor agrees that, so long as no Default or Event of Default exists,
Lessee shall have the benefit of and shall be entitled to enforce, either in its
own name or in the name of Lessor, acting as agent or assignee of Lessor, for
the use and benefit of Lessee, any and all vendor's, manufacturer's or
subcontractor's warranties or servicing obligations, including any rights to
instructions and data, in respect of the Aircraft and Lessor shall execute and
deliver such further instruments as may be necessary to enable Lessee to obtain
customary warranty service furnished for the Aircraft by such vendor,
manufacturer or subcontractor. Lessor shall have no other obligation or duty
with respect to any of such matters.


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     4.3 Lessee, at its own expense, will make (or cause to be made) such
alterations and modifications in and additions to the Aircraft as may be
required from time to time to meet the applicable standards of the FAA. In
addition, Lessee, at its own expense, may from time to time make such
alterations and modifications in and additions to the Airframe or any Engine as
Lessee may deem desirable in the proper conduct of its business if such
alterations, modifications or additions do not diminish the value, residual
values, utility or useful life, of the Aircraft, or impair the condition or
airworthiness thereof, below the value, residual values, utility, condition,
airworthiness or useful life, thereof immediately before such alteration,
modification or addition assuming the Airframe or such Engine was then of the
value, residual values, utility, condition and airworthiness required to be
maintained by the terms hereof. Title to all parts incorporated or installed in
or attached or added to the Aircraft as the result of such alteration,
modification or addition shall, without further act, vest in Lessor and such
parts shall become Parts and shall become subject to this Lease.

     4.4 Lessee will not directly or indirectly create, incur, assume or suffer
to exist any Lien on or with respect to the Airframe or any Engine or Part or
Records or title thereto or any interest therein except Permitted Encumbrances.
Lessee shall promptly, at its own expense, take such action as may be necessary
to duly discharge any such Lien not excepted above arising at any time with
respect to the Airframe or any Engine or Part.

     4.5 If Lessor supplies Lessee with labels, plates or other markings stating
that the Aircraft is leased from Lessor, Lessee shall affix and keep the same on
a prominent place on the Aircraft during the term of this Lease.

     4.6 Upon prior notice to Lessee, Lessor shall have the right at all
reasonable times to inspect the Aircraft, observe its use and inspect records
related thereto.

Section 5. General Tax Indemnity.

     5.1 Lessee shall pay or reimburse Lessor for, and indemnify and hold Lessor
harmless from, all fees (including, but not limited to, license, documentation,
recording or registration fees), and all sales, use, gross receipts, property,
occupational, value-added or other taxes, levies, imposts, duties, assessments,
charges or withholdings of any nature whatsoever, together with any penalties,
fines or additions to tax, or interest thereon (all of the foregoing being
hereafter referred to as "Impositions"), arising at any time before or during
the term of this Lease, or upon any termination of this Lease or return of the
Aircraft to Lessor, and levied or imposed on Lessor, directly or otherwise, by
any federal, state or local government or taxing authority in the United States
or by any foreign country or foreign or international taxing authority on or
with respect to (a) the Aircraft, (b) the exportation, importation,
registration, purchase, ownership, delivery, leasing, possession, use,
operation, storage, maintenance, repair, transportation, return, sale, transfer
of title or other disposition thereof, (c) the rents, receipts, or earnings
arising from the Aircraft or (d) this Lease or any payment made hereunder,
excluding, however, taxes measured by Lessor's net income imposed or levied by
the United States or any state thereof but not excluding any such net income
taxes that by the terms of the statute imposing such tax expressly relieve
Lessee or Lessor from the payment of any Impositions Lessee would otherwise have
been obligated to pay, reimburse or indemnify.

     5.2 Lessee shall pay on or before the time or times prescribed by law any
Impositions (except any Impositions excluded by Section 5.1), but Lessee shall
have no obligation to pay any such Imposition while Lessee is contesting such
Imposition in good faith and by appropriate legal proceedings and the nonpayment
thereof does not, in the opinion of Lessor, adversely affect the title,
property, use, disposition or other rights of Lessor with respect to the
Aircraft. If any Impositions (except any Imposition excluded


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by Section 5.1) is charged or levied against Lessor directly and paid by Lessor,
Lessee shall reimburse Lessor on presentation of an invoice therefor.

     5.3 If Lessor is not entitled to a corresponding and equal deduction with
respect to any Imposition Lessee is required to pay or reimburse under Section
5.1 or 5.2 and the payment or reimbursement constitutes income to Lessor, then
Lessee shall also pay to Lessor the amount of any Imposition Lessor is obligated
to pay in respect of (a) such payment or reimbursement by Lessee and (b) any
payment by Lessee made pursuant to this Section 5.3.

     5.4 Lessee shall prepare and file, in a manner satisfactory to Lessor, any
reports or returns required with respect to the Aircraft. Lessee shall furnish
on Lessor's request reports or returns so filed.

Section 6. Risk of Loss, Casualty, Waiver and Indemnity.

     6.1 During the Lease Term, and until purchase or sale of the Aircraft in
compliance with this Lease, Lessee shall bear the risk of damage, loss, theft or
destruction, partial or complete, of the Aircraft including the Airframe, Engine
and any Part from whatsoever source arising (whether or not any insurance
proceeds are payable in respect of, or are sufficient to cover, such damage,
loss, theft or destruction) and any and all replacements, repairs or
substitutions thereof shall be at the cost and expense of Lessee and shall
constitute accessions thereto and title thereto shall vest and remain in Lessor.
Except as otherwise provided in Section 6.2, Lessee, at its own cost and
expense, shall during the Lease Term promptly replace all Parts that may from
time to time become worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or permanently rendered unfit for use for any reason
whatsoever. In addition, in the ordinary course of maintenance, service, repair,
overhaul or testing, Lessee may remove any Parts from the Aircraft, whether or
not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair or permanently rendered unfit for use. However, Lessee shall replace such
Parts as promptly as practicable with replacement Parts. Any replacement Part
shall be free and clear of ail Liens except Permitted Encumbrances and shall be
in as good a condition as, and have a value and utility at least equal to, the
Part it replaces, assuming such replaced Part was in the condition and repair
required to be maintained by the terms hereof.

     All Parts at any time removed from the Airframe or any Engine shall remain
subject to this Lease, no matter where located, until such Parts are replaced by
Parts incorporated or installed in or attached to the Airframe or such Engine
and that meet the requirements for replacement Parts specified above.
Immediately upon any replacement Part becoming incorporated or installed in or
attached to the Airframe or any Engine or Propeller as above provided, without
further act, (A) title to the replaced Part shall thereupon vest in Lessee, free
and clear of all rights of Lessor and shall no longer be deemed a Part
hereunder; (B) title to such replacement Part shall thereupon vest in Lessor;
and (C) such replacement Part shall become subject to this Lease and be deemed
part of the Airframe or such Engine, as the case may be, for all purposes hereof
to the same extent as the Parts originally incorporated or installed in or
attached to the Airframe or such Engine.

     6.2 If the Aircraft is worn out, lost, stolen, destroyed or irreparably
damaged, from any cause whatsoever, or taken or requisitioned by condemnation or
otherwise (any such occurrence being hereinafter called a "Casualty Occurrence")
before or during the term of this Lease as to the Aircraft, Lessee shall give
Lessor prompt notice thereof. On the first rent payment date after such Casualty
Occurrence or, if there is no such rent payment date, 30 days after the Casualty
Occurrence, Lessee shall pay to Lessor, in addition to any amounts then due and
owing, an amount equal to the Lease Balance (as hereinafter defined) for the
Aircraft plus any termination charges and interest on late payments required
under the Appendix ("Other Charges").


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          "Lease Balance" shall mean, as of any determination date, the
     aggregate Purchase Price of the Aircraft, minus all amounts of Fixed Rent
     (as defined in Paragraph F of the Appendix) actually paid to the date of
     determination.

     Upon the making of such payment by Lessee in respect of the Aircraft, the
rent for the Aircraft shall cease to accrue, the term of this Lease as to the
Aircraft shall terminate and Lessee shall be entitled to possession of the
Aircraft. If Lessor receives the Lease Balance and Other Charges for the
Aircraft, Lessee shall be entitled to the proceeds of any recovery in respect of
the Aircraft, from insurance or otherwise, and Lessor, subject to the rights of
any insurer insuring the Aircraft as provided herein, shall execute and deliver,
to Lessee, or to its assignee or nominee, a bill of sale (without
representations or warranties except that the Aircraft is free and clear of all
claims, liens, security interests and other encumbrances by or in favor of any
person claiming by, through or under Lessor) for the Aircraft, and such other
documents as may be required to release the Aircraft from this Lease and to
transfer title thereto to Lessee or such assignee or nominee, in such form as
may reasonably be requested by Lessee, all at Lessee's expense. Except as
provided in this Section 6.2, Lessee shall not be released from its obligations
hereunder in the event of, and shall bear the risk of, any Casualty Occurrence
to the Aircraft before or during the term of this Lease with respect to the
Aircraft.

     6.3 Upon a Casualty Occurrence with respect to an Engine, w