THIRD AMENDED AND RESTATED LAKES DEVELOPMENT NOTE

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                                                               EXHIBIT 10.174

                                                               EXECUTION VERSION

                THIRD AMENDED AND RESTATED LAKES DEVELOPMENT NOTE

$46,000,000                                                   January 25, 2006
                                                              Dowagiac, Michigan

     FOR VALUE RECEIVED, the Pokagon Band of Potawatomi Indians (the "Band")
promises to pay to Great Lakes Gaming of Michigan, LLC, a Minnesota limited
liability company ("Lakes"), such sums as may be advanced by Lakes to the Band
in accordance with Sections 8.4 and 9.2.1 of a Development Agreement between the
Band and Lakes Entertainment, Inc., f/k/a Lakes Gaming, Inc. dated as of July 8,
1999, (as assigned by Lakes Entertainment, Inc. to and assumed by Lakes pursuant
to that certain Assignment and Assumption Agreement dated as of October 16, 2000
by and among the Band, Lakes Entertainment, Inc. and Lakes, and amended by a
Second Amended and Restated Assignment and Assumption Agreement of even date
hereof (the "Assignment Agreement")); and as amended and restated by a First
Amended and Restated Development Agreement dated as of October 16, 2000, a
Second Amended and Restated Development Agreement dated as of December 22, 2004,
and a Third Amended and Restated Development Agreement of even date hereof
(collectively, and as heretofore and hereafter further amended, substituted,
restated and modified, the "Development Agreement"); provided that the principal
amount due hereunder shall not exceed Forty-Six Million Dollars ($46,000,000.00)
except as otherwise provided in Section 9.2.1(a) of the Development Agreement.

     1. Advances; Funding. Advances under this Note shall be made (a) upon
written request by the Band to Lakes in the form of Draw Request attached as
Exhibit A, (b) through a Draw Request approved by the Band pursuant to the
Control Agreement, (c) through other written requests by the Band to Lakes
permitted by the Development Agreement or any applicable Transaction Document,
or (d) through advances by Lakes to the Enterprise Bank Accounts to pay
Development Expenditures in accordance with either (I) the Approved Development
Budget or, prior to the adoption of the Approved Development Budget, the
approval of the Business Board or the Band; and (II) the Development Agreement.
Draw Requests submitted by the Band shall be sent in accordance with Section
15.4 of the Development Agreement. Advances under this Note may, at Lakes'
option, be funded through transfer of funds from the Escrow Account; provided
that interest shall only accrue under this Note on funds advanced through the
Escrow Account after transfer from the Escrow Account to the Band Enterprise
Account, and shall not begin to accrue on deposit by Lakes into the Escrow
Account. All Draw Requests submitted by the Band shall be funded within ten (10)
days of the date of the draw request. By making any advance to the Enterprise
Bank Accounts or otherwise under the Development Agreement, Lakes shall certify
that the amounts so advanced are necessary for, and shall be used to pay,
Development Expenditures in accordance with either (a) the Approved Development
Budget or, prior to the adoption of the Approved Development Budget, the
approval of the Business Board or the Band; and (b) the Development Agreement.

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     2. Interest. Interest shall accrue on the outstanding balance under this
Note as follows:

     (a) if the Bank Closing occurs, at a fixed rate equal to the lesser of (i)
     Base Rate as of the Bank Closing plus 1% or (ii) 10% (the "Band Interest
     Rate"); or

     (b) If the Bank Closing does not occur, at a variable rate equal to the
     lesser of (i) Base Rate plus 1% or (ii) 10% (the lesser of (i) and (ii)
     being referred to as the "Variable Interest Rate"). Lakes shall adjust the
     Variable Interest Rate on the then unpaid principal balance, by way of
     increase or decrease, in accordance with changes in the Base Rate. Such
     changes shall be effective as of the change in the Base Rate (the
     "Effective Date").

     Upon the Bank Closing, interest accruing under this Note prior to the Bank
Closing shall be adjusted retroactively to reflect the Band Interest Rate. "Base
Rate" means the lowest Prime Rate as is published daily in The Wall Street
Journal. In the event that the Wall Street Journal ceases to publish the Prime
Rate, then the holder hereof may in its reasonable discretion select some other
generally recognized comparable indicator of the national Prime Rate.

     3. Repayment.

          I.   If the Commencement Date occurs, the Band shall repay the amount
               of principal and accrued interest outstanding hereunder as of the
               Commencement Date monthly in arrears, beginning on the 15th day
               of the month after the month in which the Commencement Date
               occurs, in equal monthly payments of principal and interest in an
               amount sufficient to amortize such principal and accrued interest
               over (a), if pursuant to the Development Agreement the term of
               the Lakes Development Loan is seven (7) years, the successive
               eighty-four months of that term; or (b), if pursuant to the
               Development Agreement the term of the Lakes Development Loan is
               five (5) years, the successive 60 months of that term; and, if
               not sooner paid, in full at the end of the Term (except as
               provided in Section 13.7 of the Development Agreement).

          II.  If the Commencement Date does not occur, principal and interest
               shall be repayable to the extent and in the manner provided in
               the Development Agreement; provided that payments shall in any
               event be due and made only from the sources specified in Sections
               14.3 and 14.4 of the Development Agreement. If Gaming commences
               at a Subsequent Gaming Facility and payment is due under this