S-8

As filed with the Securities and Exchange Commission on October 1, 2009

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LAKES ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1913991
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

130 Cheshire Lane, Suite 101
Minnetonka, Minnesota 55305
(Address of Principal Executive Offices) (Zip Code)

Lakes Entertainment, Inc.
2007 Stock Option and Compensation Plan
(Full Title of the Plan)

Lyle Berman	copies to:
Chief Executive Officer	J.C. Anderson, Esq.
Lakes Entertainment, Inc.	Gray, Plant, Mooty, Mooty & Bennett, P.A.
130 Cheshire Lane, Suite 101	500 IDS Center
Minnetonka, Minnesota 55305	80 South Eighth Street
(952) 449-9092	Minneapolis, MN 55402
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)	(612) 632-3000

CALCULATION OF REGISTRATION FEE

Title of			Proposed maximum		Proposed maximum
securities to be	Amount to be		offering price		aggregate offering		Amount of
registered	registered(1)		per share (2)		price (2)		registration fee
Common Stock, par value $0.01 per share		2,000,000	$	3.32	$	6,640,000	$	371

(1)

This Registration Statement also covers an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Lakes Entertainment, Inc. 2007 Stock Option and Compensation Plan as the result of any future stock dividend, stock split or similar adjustment to the outstanding common stock.

(2)

Estimated solely for the purpose of determining the registration fee pursuant to Rule 457, paragraphs (c) and (h), under the Securities Act of 1933. The calculation of the registration fee is based upon a per share price of $3.32, which was the average of the high and low sale prices of the shares of common stock, par value $0.01, of Lakes Entertainment, Inc. on September 30, 2009, as reported for such date by the Nasdaq Global Market.

TABLE OF CONTENTS

	Page
PART I		1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT		1
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE		1
ITEM 4. DESCRIPTION OF SECURITIES		1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL		1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS		1
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED		2
ITEM 8. EXHIBITS		2
ITEM 9. UNDERTAKINGS		3
SIGNATURES		4
EXHIBIT INDEX		5
EX-5.1
EX-23.2
EX-24.1
EX-24.2
EX-24.3
EX-24.4
EX-24.5
EX-24.6
EX-24.7
EX-99.4

PART I

     As permitted by the rules of the Securities and Exchange Commission, this registration statement omits the information specified in Part I of Form S-8. The document containing the information specified in Part I of this registration statement will be sent or given to eligible employees as specified in Rule 428(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act ”). Such documents are not being filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Lakes Entertainment, Inc. (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “ Commission ”) are incorporated by reference into this registration statement:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2008.
(b)	The Company’s Quarterly Report on Form 10-Q for the quarterly periods ended March 29 and June 28, 2008.
(c)	The Company’s Current Reports on Form 8-K as filed with the Commission on January 13, March 10, March 13, April 7, April 17, May 8, June 30, July 6, August 27 and September 30, 2009.
(d)	The description of the Company’s common stock, par value $0.01, contained in the Company’s registration statement on Form 10 as filed with the Commission on October 23, 1998, and as amended by the Company’s registration statement on Form 8-A/A as filed with the Commission on May 16, 2000.

     All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), other than current reports on Form 8-K furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits provided with such form that are related to such items, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     We are subject to the Minnesota Business Corporation Act, referred to as the MBCA. Section 302A.521 of the MBCA provides that we shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person:

• has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;

• acted in good faith;

• received no improper personal benefit and Section 302A.255 of the MBCA, if applicable, has been satisfied;

• in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

• reasonably believed that the conduct was in our best interests in the case of acts or omissions in such person’s official capacity for us or reasonably believed that the conduct was not opposed to our best interests in the case of acts or omissions in such person’s official capacity for other affiliated organizations.

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     Article 7 of our articles of incorporation further provide that our directors shall not be personally liable to us or our shareholders for breaches of fiduciary duty. In addition, Article 6 of our bylaws provides that we shall indemnify our directors to the fullest extent permitted under the MBCA. We also maintain a director and officer insurance policy to cover ourselves, our directors and our officers against certain liabilities.

     Although indemnification for liabilities arising under the Securities Act of 1933, referred to as the Securities Act, may be permitted to our directors, officers and controlling persons under these provisions, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

Exhibit No.	Description
4.1	Rights Agreement, dated as of May 12, 2000, between Lakes Gaming, Inc. and Norwest Bank Minnesota, National Association, as Rights Agent. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed May 16, 2000.)
5.1	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. (filed herewith)
23.1	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1)
23.2	Consent of Piercy, Bowler Taylor & Kern, Certified Public Accountants & Business Advisors A Professional Corporation (filed herewith)
24.1	Power of Attorney of Lyle Berman
24.2	Power of Attorney of Timothy J. Cope
24.3	Power of Attorney of Morris Goldfarb
24.4	Power of Attorney of Larry C. Barenbaum
24.5	Power of Attorney of Ray Moberg
24.6	Power of Attorney of Neil I. Sell
24.7	Power of Attorney of Richard D. White
99.1	Lakes Entertainment, Inc. 2007 Stock Option and Compensation Plan, as amended. (Incorporated herein by reference to Appendix D to the Company’s Proxy Statement filed with the Commission on June 24, 2009.)
99.2	Form of Non-Qualified Employee Stock Option Agreement under the 2007 Stock Option and Compensation Plan, as amended. (Incorporated herein by reference to Exhibit (d)(2) to Schedule TO filed with the Commission on August 25, 2009.)
99.3	Form of Director Stock Option agreement under the 2007 Stock Option and Compensation Plan, as amended. (Incorporated herein by reference to Exhibit (d)(3) of Schedule TO filed with the Commission on August 25, 2009.)
99.4	Form of Restricted Stock Unit Award Agreement under the 2007 Stock Option and Compensation Plan, as amended. (Filed herewith.)

2

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the change in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment to this registration statement by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to the Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

3

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota on October 1, 2009.

LAKES ENTERTAINMENT, INC.
By:	/s/ Lyle Berman
	Lyle Berman
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

/s/ Lyle Berman	Chairman of the Board and Chief Executive Officer	October 1, 2009
Lyle Berman	( Principal Executive Officer )
/s/ Timothy J. Cope	President, Chief Financial Officer	October 1, 2009
Timothy J. Cope	( Principal Financial and Accounting Officer ) and Director
/s/ Morris Goldfarb	Director	October 1, 2009
Morris Goldfarb
/s/ Ray Moberg	Director	October 1, 2009
Ray Moberg
/s/ Neil I. Sell	Director	October 1, 2009
Neil I. Sell
/s/ Larry C. Barenbaum	Director	October 1, 2009
Larry C. Barenbaum
/s/ Richard White	Director	October 1, 2009
Richard White

4

EXHIBIT INDEX

Exhibit No.	Description	Page
4.1	Rights Agreement, dated as of May 12, 2000, between Lakes Gaming, Inc. and Norwest Bank Minnesota, National Association, as Rights Agent. (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed May 16, 2000.)	—
5.1	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.		6
23.1	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1)	—
23.2	Consent of Piercy, Bowler Taylor & Kern, Certified Public Accountants & Business Advisors A Professional Corporation		7
24.1	Power of Attorney of Lyle Berman		8
24.2	Power of Attorney of Timothy J. Cope		9
24.3	Power of Attorney of Morris Goldfarb		10
24.4	Power of Attorney of Larry C. Barenbaum		14
24.5	Power of Attorney of Ray Moberg		15
24.6	Power of Attorney of Neil I. Sell		16
24.7	Power of Attorney of Richard D. White		17
99.1	Lakes Entertainment, Inc. 2007 Stock Option and Compensation Plan, as amended. (Incorporated herein by reference to Appendix D to the Company’s Proxy Statement filed with the Commission on June 24, 2009.)	—
99.2	Form of Additional Stock Option Agreement under the 2007 Stock Option and Compensation Plan, as amended. (Incorporated herein by reference to Exhibit (d)(2) to Schedule TO filed with the Commission on August 25, 2009.)	—
99.3	Form of Stock Option agreement for options granted to Directors under the 2007 Stock Option Plan, as amended. (Incorporated herein by reference to Exhibit (d)(3) of Schedule TO filed with the Commission on August 25, 2009.)	—
99.4	Form of Restricted Stock Unit Award Agreement under the 2007 Stock Option and Compensation Plan, as amended. (Filed herewith.)		21

5

EX-5.1

Exhibit 5.1

October 1, 2009

Lakes Entertainment, Inc.
  130 Cheshire Lane, Suite 101
  Minnetonka, Minnesota 55305

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel for Lakes Entertainment, Inc., a Minnesota corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 for the registration of 2,000,000 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), issuable under the Lakes Entertainment, Inc. 2007 Stock Option and Compensation Plan, as amended (the “Plan”). In rendering the opinion hereinafter expressed, we have examined such records and documents of the Company and such other documents and records and made such factual investigation as we deemed necessary and appropriate for the purposes of this opinion. From such examination we are of the opinion that when the shares of Common Stock, up to a maximum of 2,000,000 shares, are issued and paid for pursuant to the Plan, such shares will be duly and validly authorized and issued and fully paid and nonassessable.

     We hereby consent to the use of this opinion as an exhibit to such Registration Statement and to the reference to our name therein.

Very truly yours,

/S/ Gray, Plant, Mooty, Mooty & Bennett, P.A.

6

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Lakes Entertainment, Inc.
130 Cheshire Lane, Suite 101
Minnetonka, MN 55305

We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated March 11, 2009, on the consolidated financial statements of Lakes Entertainment, Inc. and Subsidiaries as of December 28, 2008 and December 30, 2007, and for each of the three years in the period ended December 28, 2008, and on the effectiveness of internal control over financial reporting as of December 28, 2008, which reports are included in Lakes Entertainment, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2008.

PIERCY BOWLER TAYLOR & KERN
Certified Public Accountants

Las Vegas, Nevada
September 28, 2009

7

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Timothy J. Cope as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Date
/s/ Lyle Berman	October 1, 2009
Lyle Berman

8

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Lyle Berman as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Date
/s/ Timothy J. Cope	October 1, 2009
Timothy J. Cope

9

EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lyle Berman and Timothy J. Cope, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed. This power of attorney shall not be revoked by any subsequent power of attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power of attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

/s/ Morris Goldfarb   Morris Goldfarb September 29, 2009 

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the 29^th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Morris Goldfarb, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Kathleen Lyons  

Notary Public 

10

IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

11

I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

/s/ Lyle Berman   Lyle Berman September 30, 2009 

STATE OF MINNESOTA	)
	) ss.:
COUNTY OF HENNEPIN	)

     On the 30^th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Lyle Berman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Lisa M. Jolicoeur  

Notary Public 

12

I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

/s/ Timothy J. Cope   Timothy J. Cope September 30, 2009 

STATE OF MINNESOTA	)
	) ss.:
COUNTY OF HENNEPIN	)

On the 30^th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Timothy J. Cope, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Lisa M. Jolicoeur  

Notary Public 

13

EX-24.4

Exhibit 24.4

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lyle Berman and Timothy J. Cope, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Date
/s/ Larry C. Barenbaum	October 1, 2009
Larry C. Barenbaum

14

EX-24.5

Exhibit 24.5

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lyle Berman and Timothy J. Cope, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Date
/s/ Ray Moberg	October 1, 2009
Ray Moberg

15

EX-24.6

Exhibit 24.6

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lyle Berman and Timothy J. Cope, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Name	Date
/s/ Neil I. Sell	October 1, 2009
Neil I. Sell

16

EX-24.7

Exhibit 24.7

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lyle Berman and Timothy J. Cope, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed. This power of attorney shall not be revoked by any subsequent power of attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power of attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

/s/ Richard D. White	September 29, 2009
Richard D. White

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the 29^th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Richard D. White, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Kathleen E. Hall  

Notary Public 

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IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

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I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

/s/ Lyle Berman	September 30, 2009
Lyle Berman

STATE OF MINNESOTA	)
	) ss.:
COUNTY OF HENNEPIN	)

On the 30^th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Lyle Berman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Lisa M. Jolicoeur  

Notary Public 

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I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.

/s/ Timothy J. Cope	September 30, 2009
Timothy J. Cope

STATE OF MINNESOTA	)
	) ss.:
COUNTY OF HENNEPIN	)

On the 30^th day of September, 2009, before me, the undersigned, a Notary Public in and for said State, personally appeared Timothy J. Cope, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Lisa M. Jolicoeur  

Notary Public 

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EX-99.4

Exhibit 99.4

Restricted Stock Unit Award Agreement

Name of Grantee:	Grant Date:
Number of Restricted Stock Units:	Vesting Dates:

1.	Restricted Stock Units Award. Lakes Entertainment, Inc., a Minnesota corporation (the “Company”), hereby awards to the individual named above Restricted Stock Units, in the number and at the Grant Date set forth above. The Restricted Stock Units represent the right to receive shares of common stock of the Company (“Shares”), subject to the restrictions, limitations, and conditions contained in this Restricted Stock Unit Award Agreement (the “Agreement”) and in the Lakes Entertainment, Inc. 2007 Stock Option and Compensation Plan, as amended from time to time (the “Plan”). Unless otherwise defined in the Agreement, a capitalized term in the Agreement will have the same meaning as in the Plan. In the event of any inconsistency between the terms of the Agreement and the Plan, the terms of the Plan will govern.
2.	Restricted Period. The Restricted Period is the period of time between the Grant Date and the Vesting Date. At the end of each respective period, if you have been continuously employed by the Company and all other conditions and restrictions are met, one-third of the Restricted Stock Units under the Award will vest on the first, second and third anniversary of the Grant Date and Shares will be distributed to you promptly upon vesting. During the Restricted Period, the Restricted Stock Units are subject to the restrictions, conditions, and limitations described in this Agreement and the Plan. Notwithstanding the foregoing, such restrictions, conditions and limitations will lapse on the following basis: (a) upon termination of your employment during the Restricted Period due to death, the number of Restricted Stock Units that would have vested within the one year period following the date of your death had you still been employed will immediately vest on your date of death; and (b) upon termination of your employment during the Restricted Period for any reason other than death, the number of Restricted Stock Units that would have vested within the six month period following the date of your termination had you still been employed will immediately vest on the date of your termination. All other Restricted Stock Units will automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT on the date of such termination of employment.
3.	Dividend Equivalents. As a recipient of Restricted Stock Units, you will have the right to receive dividend equivalents in the form of additional Restricted Stock Units beginning at the time you are awarded the Restricted Stock Units. All rights with respect to the Restricted Stock Units will cease, and your Restricted Stock Units will be forfeited, upon termination of your rights to such units as provided in paragraph 2 above or pursuant to the provisions of the Plan. The additional Restricted Stock Units will be subject to the terms of this Agreement. You have no rights as a shareholder of the Company until such time as Shares are actually issued to you.
4.	Change In Control. Upon the occurrence of a Change in Control meeting the requirements of the definition of Change in Control under the Plan, the Restricted Stock Units shall vest and Shares shall be issued to you within six weeks. Subject to the preceding sentence, in the event that the Company is a party to a merger, exchange or reorganization, outstanding Awards shall be subject to the terms and conditions of the agreement of merger, exchange or reorganization.
5.	Discretionary Adjustment. In the event of any recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, or extraordinary dividend or divestiture (including a spin-off), or any other change in the Shares of the Company, the Company may, without the consent of the Grantee, make such adjustment as it determines in its discretion to be appropriate as to the number and kind of securities subject to and reserved under the Plan and, in order to prevent inappropriate dilution or enlargement of rights of the Grantee, the number and kind of securities issuable under this Agreement.
6.	Limitations on Transfer. You may not assign or transfer this award other than by will or the laws of descent and distribution. No award or right under any such award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. All Shares shall be subject to applicable federal or state securities laws and regulatory requirements.

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7.	Withholding Taxes. You are responsible to promptly pay any Social Security and Medicare taxes (together, “FICA”) and any Federal, State, and Local taxes due upon vesting of the Restricted Stock Units and distribution of the underlying shares. The Company and its subsidiaries are authorized to deduct from any payment to you any such taxes required to be withheld. As described in Section 11 of the Plan, the Company may allow you to have a portion of the shares issued upon conversion of the units withheld by the Company to satisfy all or part of the withholding tax requirements.
8.	Forfeitures. If you have received or been entitled to receive a payment of cash or delivery of Shares or a combination thereof pursuant to an award within the period beginning six months prior to your termination of employment with the Company or its Affiliates and ending when the award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the Shares received or receivable with respect to the award, in the event you are involved in any of the following occurrences: performing services for or on behalf of a competitor of, or otherwise competing with, the Company or any affiliate, unauthorized disclosure of material proprietary information of the Company or any affiliate, a violation of applicable business ethics policies or business policies of the Company or any affiliate, or any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after discovery of such an occurrence but in no event later than 15 months after your termination of employment with the Company and its Affiliates. Such right shall be deemed to be exercised upon the Company’s mailing written notice to you of such exercise at your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 8 by terminating any award. If you fail or refuse to forfeit the Shares demanded by the Company (adjusted for any intervening stock splits), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Shares during the period between the date of termination of your employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision.
9.	No Employment Contract. Nothing contained in the Plan or in this Agreement shall create any right to your continued employment or otherwise affect your status as an employee at will. You hereby acknowledge that the Company and you each have the right to terminate your employment at any time for any reason or for no reason at all.
10.	Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflict of law principles).
11.	Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Grantee.
12.	Agreement. Your receipt of the award and this Agreement constitutes your agreement to be bound by the terms and conditions of this Agreement and the Plan.

The Grantee and the Company have executed this Agreement as of the ___day of ______, 2009.

LAKES ENTERTAINMENT, INC.		GRANTEE
By
	Its

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