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APN: 032- 135-20                                                   EXHIBIT 10.36

                               SECURITY AGREEMENT
                            AND SECOND DEED OF TRUST

                                    GRANTOR:

                             DUKE'S - SPARKS, LLC.,
                       a Nevada limited-liability company

                                  BENEFICIARY:

                               ARCHON CORPORATION,
                              a Nevada corporation

                                    TRUSTEE:

                             STEWART TITLE COMPANY,
                              a Nevada corporation

                              DATE: October 8, 2002

                            Beneficiary's Address is:
                      3993 Howard Hughes Parkway, Suite 630
                             Las Vegas, Nevada 89109
            Attention: Mr. Charles Sandefur, Chief Financial Officer

                              Grantor's Address is:
                              1324 Victorian Avenue
                              Sparks, Nevada 89431
                   Attention: Mr. Christopher Lowden, Manager

               This Deed of Trust to be Recorded and Returned To:

                                  Jones Vargas
                           3773 Howard Hughes Parkway
                                Third Floor South
                             Las Vegas, Nevada 89109
                       Attention: Craig H. Norville, Esq.
                       ([Title Co.] Reference No.        )
                                                 --------

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                   SECURITY AGREEMENT AND SECOND DEED OF TRUST

     THIS SECURITY AGREEMENT AND SECOND DEED OF TRUST (the "Deed of Trust") is
made as of Oct 8, 2002, by DUKE'S - SPARKS, LLC., a Nevada limited-liability
company ("Grantor"), to STEWART TITLE COMPANY, a Nevada corporation, whose
address is                                for the benefit of ARCHON CORPORATION,
a Nevada corporation, its successors and assigns ("Beneficiary").

                              W I T N E S S E T H:

     WHEREAS, Grantor is justly and lawfully indebted to Beneficiary for a loan
of money (the "Loan") in the amount of One Million One Hundred Thousand and
No/100 Dollars ($1,100,000.00), as evidenced by that certain Secured
Subordinated Promissory Note of even date herewith made by Grantor in favor of
Beneficiary (as the same may hereafter be amended, modified, consolidated,
extended, renewed, restated or replaced, the "Note"); and

     WHEREAS, the obligations secured by this Deed of Trust (the "Obligations")
are: (i) payment and performance of all covenants, conditions, liabilities and
obligations contained in, and payment of the indebtedness evidenced by, the
Note, together with interest and any other amounts payable thereunder; (ii)
payment and performance of all covenants, conditions, liabilities and
obligations of Grantor contained in this Deed of Trust and in that certain
Subordinated Loan Agreement entered into as of October 8, 2002 (the
"Subordinated Loan Agreement") and all other documents now or hereafter executed
by Grantor or any other Obligor relating to the Loan or held by Beneficiary or
Trustee relating to the Loan, as now existing or hereafter amended
(collectively, the "Loan Documents"); (iii) all expenses and charges, including
attorneys' fees, incurred by Beneficiary in collecting or enforcing any of the
Obligations secured hereby; and (iv ) all other indebtedness, obligations and
liabilities of Grantor to Beneficiary of every kind and description owing or
which may become owing by Grantor to Beneficiary, howsoever evidenced, now or
hereafter existing in favor of Beneficiary, whether direct or indirect, primary
or secondary, joint or several, fixed or contingent, secured or unsecured
(collectively, the "Other Indebtedness"); and

     WHEREAS, Grantor and all makers, endorsers, sureties, guarantors,
accommodation parties and all parties liable or to become liable with respect to
the Obligations are each referred to herein as an "Obligor";

     NOW, THEREFORE, to secure the payment of the Obligations and the full and
faithful performance of the covenants and agreements contained in this Deed of
Trust and the other Loan Documents, Grantor, subject to the Nevada Gaming
Control Act and the regulations promulgated thereunder ("Gaming Laws"), hereby
grants, bargains, sells, conveys, assigns, transfers, pledges, delivers, sets
over, warrants and confirms to Trustee, in trust forever, WITH POWER OF SALE the
following:

     All those certain lots, pieces, or parcels of land lying and being in Clark
County, State of Nevada, being legally described in Exhibit "A" attached hereto
and made a part hereof (hereinafter referred to as the "Mortgaged Property"),

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     TOGETHER WITH the buildings and improvements, including parking area and
landscaping, now or hereafter situated thereon (the "Improvements").

     TOGETHER WITH all and singular the tenements, hereditaments, easements,
rights-of-way, riparian rights and other rights now or hereafter belonging or
appurtenant to the Mortgaged Property, and the rights (if any) in all adjacent
roads, ways, streams, alleys, strips and gores, and the reversion or reversions,
remainder and remainders, rents, royalties, income, issues and profits thereof
(subject, however, to the absolute assignment of such rents and other income to
Beneficiary), and all the estate, right, title, interest, property, claim and
demand whatsoever of Grantor of, in and to the same and every part and parcel
thereof, whether now owned or hereafter acquired by Grantor (the "Rights");

     TOGETHER WITH any and all tangible property now or hereafter owned by
Grantor and now or hereafter located at, affixed to, placed upon or used in
connection with the Mortgaged Property or the Improvements, or any present or
future improvements thereon, including without limitation: all machinery,
equipment, appliances, fixtures, conduits and systems for generating or
distributing air, water, heat, air conditioning, electricity, light, fuel or
refrigeration, or for ventilating or sanitary purposes, or for the exclusion of
vermin or insects, or for the removal of dust, refuse, sewage or garbage, or for
fire prevention or extinguishing; all elevators, escalators, lifts and
dumbwaiters; all motors, engines, generators, compressors, pumps, lift stations,
tanks, boilers, water heaters, furnaces and incinerators; all furniture,
furnishings, fixtures, appliances, installations, partitions, shelving,
cabinets, lockers, vaults and wall safes; all carpets, carpeting, rugs,
underpadding, linoleum, tiles, mirrors, wall coverings, windows, storm doors,
awnings, canopies, shades, screens, blinds, draperies and related hardware,
chandeliers and light fixtures; all plumbing, sinks, basins, toilets, faucets,
pipes, sprinklers, disposals, laundry appliances and equipment, and kitchen
appliances and equipment; all alarm, safety, electronic, telephone, music,
entertainment and communications equipment and systems; all janitorial,
maintenance, cleaning, window washing, vacuuming, landscaping, pool and
recreational equipment and supplies; and any other items of property, wherever
kept or stored, if acquired by Grantor with the intent of incorporating them in
and/or using them in connection with the Mortgaged Property or the Improvements;
together also with all additions thereto and replacements and proceeds thereof;
all of which foregoing items described in this paragraph are hereby declared to
be part of the real estate and encumbered by this Deed of Trust (the "Tangible
Property"); and

     TOGETHER WITH (a) any and all awards or payments, including interest
thereon and the right to receive the same, growing out of or resulting from any
exercise of the power of eminent domain (including the taking of all or any part
of the Mortgaged Property or the Improvements), or any alteration of the grade
of any street upon which the Mortgaged Property abuts, or any other injury to,
taking of, or decrease in the value of the Mortgaged Property or the
Improvements or any part thereof; (b) all rights of Grantor in and to any
hazard, casualty, liability, or other insurance policy carried for the benefit
of Grantor and/or Beneficiary with respect to the Improvements or the Tangible
Property, including without limitation any unearned premiums and all insurance
proceeds or sums payable in lieu of or as compensation for any loss of or damage
to all or any portion of the Improvements or the Tangible Property; (c) all
rights of Grantor in and to all supplies and building materials, wherever
located, for the construction or refurbishing of the Improvements, and any bill
of lading, warehouse receipt or other document of title pertaining to any such
supplies and materials; and (d) all rights of Grantor in, to, under, by virtue
of, arising from or growing out of any and all present or future contracts,
instruments, accounts, insurance policies, permits, licenses, trade names
(including the

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goodwill associated therewith), plans, appraisals, reports, prepaid fees,
choses-in-action, subdivision restrictions or declarations or other general
intangibles whatsoever now or hereafter dealing with, affecting or concerning
the Mortgaged Property or the Improvements or any portion thereof or interest
therein, including but not limited to: (i) all contracts, plans and permits for
or related to the Mortgaged Property or its development or the construction or
refurbishing of the Improvements; (ii) any agreements for the provision of
utilities to the Mortgaged Property or the Improvements; (iii) all payment,
performance and/or other bonds; (iv) any contracts now existing or hereafter
made for the sale by Grantor of all or any portion of the Mortgaged Property or
the Improvements, including any security and other deposits paid by any
purchasers or lessees (howsoever such deposits may be held) and any proceeds of
such sales contracts and lease contracts, including any purchase-money notes,
deeds of trust and mortgages made by such purchasers, provided that the
foregoing clause is not intended to permit any sale prohibited by this Deed of
Trust; (v) any other contracts and agreements related to or for the benefit of
the Mortgaged Property, Rights, Tangible Property and/or Improvements, including
leases, repair and maintenance contracts and/or management agreements; (vi) all
funds, accounts, instruments, documents, accounts receivable, general
intangibles, notes and chattel paper arising from or by virtue of transactions
related to the Mortgaged Property and Improvements, and (vii) any declaration of
restrictions, covenants, easements or similar documents now or hereafter
recorded against the title to all or any portion of the Mortgaged Property (the
"Intangibles");

     The Mortgaged Property, Improvements, Rights, Tangible Property and
Intangibles are hereinafter after collectively referred to herein as the
"Collateral." The Collateral identified on Exhibit A as subject to a first lien
hereunder is collectively referred to herein as the "First Collateral."

     To secure payment of the Obligations and the full and faithful performance
of the covenants and agreements in this Deed of Trust and the other Loan
Documents, Grantor hereby grants, bargains, sells, conveys, assigns, transfers,
pledges, sets over, warrants and confirms to Beneficiary a security interest in
the Tangible Property and the Intangibles.

     Grantor covenants with and warrants to Beneficiary: (a) that Grantor has
good and marketable title to Collateral, is lawfully seized and possessed of the
Mortgaged Property and Improvements in fee simple and has good right and
authority to grant, bargain, sell, assign, and convey the same and to grant a
security interest therein as provided herein, fully and absolutely waiving and
releasing all rights and claims it may have in or to the Collateral as a
homestead exemption or other exemption under any federal, state or local law now
or hereafter in effect; (b) that the Collateral is unencumbered and free and
clear of all liens, and security interests and title matters whatsoever except
for any easements, restrictions or other title exceptions set forth in the title
insurance policy delivered to Beneficiary insuring this Deed of Trust (the
"Permitted Exceptions"); (c) that Grantor is now in a solvent condition and no
bankruptcy or insolvency proceedings are pending or contemplated by Grantor or
against Grantor; and (d) that Grantor shall forever warrant and defend the title
and quiet possession of the Collateral unto Trustee and Beneficiary, and the
validity and priority of the lien of this Deed of Trust, against the lawful
claims and demands of all persons whomsoever. This warranty of title shall
survive the foreclosure of this Deed of Trust and shall inure to the benefit of
and be enforceable by any person who may acquire the Collateral whether pursuant
to trustee's sale, foreclosure or other exercise by Beneficiary of the rights
and remedies provided for herein.

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     Grantor further covenants and agrees with Beneficiary as follows:

     1. Payments and Performance. Grantor shall pay all sums due Beneficiary at
the time and in the manner provided in the Loan Documents, and Grantor shall
otherwise perform, comply with and abide by each and every one of the
stipulations, agreements, conditions and covenants contained in the Loan
Documents.

     2. Taxes, Assessments and Charges. Grantor shall pay all taxes, assessments
(whether general or special) and other charges whatsoever levied, assessed,
placed or made against all or any part of the Collateral or any interest of
Trustee or Beneficiary therein, or against any Loan Document or any obligation
thereunder; provided, Grantor may contest taxes and assessments as permitted by
law so long as Grantor provides a bond or other adequate security to assure the
payment of all taxes and assessments when finally determined. Absent such a
contest and bonding, Grantor shall make such payment in full (and shall deliver
to Beneficiary the paid receipts) not later than ten (10) business days before
the last day upon which the same (or any installment thereof if payment of taxes
is permitted in installments) may be paid without the imposition of interest
(except interest on special assessments payable by law in installments, in which
case Grantor shall pay each such installment when due) or other late charge or
penalty. If Grantor shall fail, neglect or refuse to pay any such taxes,
assessments or other charges as aforesaid, then Beneficiary at its option may
pay the same, and any funds so advanced by Beneficiary shall bear interest,
shall be paid and shall be secured as provided in Section 14.

     3. Subordination. Beneficiary acknowledges that the indebtedness evidenced
by the Note is subordinated to that certain loan (the "Existing Loan") from CSP
II, LLC, a Nevada limited-liability company (the "Senior Lender"), to Grantor in
the principal amount of $4,000,000, and any indebtedness on terms no more
favorable to the lender than the terms of the Existing Loan are to the Senior
Lender the proceeds of which are applied to repayment of the Existing Loan in
whole or in part (together with the Existing Loan, "Senior Debt") on the terms
and subject to the conditions set forth in Section 9 of the Subordinated Loan
Agreement. Section 9 of the Subordinated Loan Agreement is attached hereto as
Exhibit B and incorporated herein by reference in haec verba as if set forth
herein in full, except that (i) the term "Borrower" shall mean the Grantor
hereunder and (ii) the term "Lender" shall mean the Beneficiary hereunder.
Beneficiary hereby acknowledges and agrees that this Deed of Trust as an
encumbrance upon the Collateral, all rights of Beneficiary to payment or
benefits of any kind sourced or derived from all or any of the Collateral (other
than the First Collateral) and all right, title and interest of Beneficiary
arising under or in any manner relating to the Collateral (other than the First
Collateral), are and shall remain irrevocably and unconditionally subject and
subordinate in lien and subordinate in priority to the Senior Debt on the terms
and subject to the conditions set forth in Section 9 of the Subordinated Loan
Agreement as incorporated by reference herein, and are and shall remain hereby
expressly made irrevocably and unconditionally subject and subordinate in lien
and subordinate in payment and performance to the First Loan Documents and the
First Loan Obligations, including, without limitation, to the First Deed of
Trust (including, without limitation, any future advances by First Lender to
protect the First Loan Collateral or First Lender's lien thereon or rights
thereto), and to all of Lender's rights and remedies with respect to the
Collateral (other than the First Collateral).

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     4. Assignment of Leases and Rents and Management Agreements.

          (a) As further consideration for the making of the Loan evidenced by
the Note, Grantor hereby absolutely, presently and unconditionally assigns and
transfers to Beneficiary all rents, income, issues and profits of the Collateral
and all right, title and interest of Grantor in and under all leases, tenancies,
occupancy agreements of any nature whatsoever (and any extensions and renewals
thereof) now or hereafter affecting the Collateral (the "Leases"), together with
any guaranties thereof and any security deposits or prepaid rent or other
deposits or advances thereunder, to be applied by Beneficiary in payment of the
Obligations, subject to the license granted to Grantor pursuant to this Section
4. As further security for the repayment of the Obligations, Grantor hereby
assigns and transfers to Beneficiary all right, title and interest of Grantor in
and under all management agreements of any nature whatsoever (and any extensions
and renewals thereof) now or hereafter affecting the Collateral (the "Management
Agreements").

          (b) Grantor hereby empowers Beneficiary, its agents or attorneys, to
demand, collect, sue for, receive, settle, compromise and give acquittances for
all of the rents that may become due under the Leases and to avail itself of and
pursue all remedies for the enforcement of the Leases and Grantor's rights
thereunder that Grantor could have pursued but for this assignment. Beneficiary
is hereby vested with full power and authority to use all measures, legal and
equitable, deemed necessary or proper by Beneficiary to enforce this assignment,
to collect the rents so assigned, and/or to cure any default and perform any
covenant of Grantor as the landlord under any of the Leases, including without
limitation the right to enter upon all or any part of the Collateral and to take
possession thereof to the extent necessary to exercise such powers. Beneficiary
shall have the right (but not the obligation) to advance any sums necessary to
exercise such powers, which sums shall bear interest, shall be paid and shall be
secured as provided in section 11 of this Deed of Trust. Grantor hereby empowers
Beneficiary to use and apply all such rents and other income of the Collateral
to the payment of the Obligations and all interest thereon and any other
indebtedness or liability of Grantor to Beneficiary, and to the payment of the
costs of managing and operating the Collateral, including without limitation:
(i) taxes, special assessments, insurance premiums, damage claims, and the costs
of maintaining, repairing, rebuilding, restoring and making rentable the
Improvements; (ii) all sums advanced by Beneficiary (with interest thereon) for
the payment of such costs or for any other reason permitted by this Deed of
Trust or any other Loan Document; and (iii) all costs, expenses and attorney's
fees incurred by Beneficiary in connection with the enforcement of this Deed of
Trust and/or any Lease; all in such order of priority as Beneficiary may deem
appropriate in its sole discretion.

          (c) Beneficiary shall not be obliged to press any of the rights or
claims of Grantor assigned hereby, nor to perform or carry out any of the
obligations of the landlord under any Lease, and Beneficiary assumes no duty or
liability whatsoever in connection with or arising from or growing out of the
covenants of Grantor in any Lease. This Deed of Trust shall not operate to make
Beneficiary responsible for the control, care, management or repair of all or
any part of the Collateral, nor shall it operate to make Beneficiary liable for
(i) the performance or carrying out of any of the terms or conditions of any
Lease, (ii) any waste of the Collateral by any tenant or any other person, (iii)
any dangerous or defective condition of the Collateral, nor (iv) any negligence
in the management, upkeep, repair or control of all or any part of the
Collateral resulting in loss or injury or death to any tenant, licensee,
employee or stranger. Grantor hereby indemnifies and holds Beneficiary harmless
against any and all liability, loss, claim, damage, costs and attorney's fees
whatsoever which Beneficiary may

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or might incur under any Lease or by reason of this assignment, and against any
and all claims or demands whatsoever (and any related costs and attorney's fees)
which may be asserted against Beneficiary by reason of any alleged obligations
or undertakings on its part to perform or discharge any of the terms, covenants
or agreements contained in any Lease. Nothing herein contained shall be
construed as constituting Beneficiary a trustee or mortgagee in possession.

          (d) Grantor hereby represents and warrants to Beneficiary (and shall
be deemed to have represented and warranted to Beneficiary upon and as of the
date of delivering to Beneficiary a copy of each Lease), except as previously or
concurrently disclosed to, and approved by, Beneficiary in writing: (i) that
each such copy delivered (or to be delivered) to Beneficiary is true, correct
and complete; (ii) that Grantor is the sole owner of the entire landlord's
interest in each Lease and has not previously assigned or pledged any Lease or
any interest therein to any person other than Beneficiary; (iii) that all the
Leases are in full force and effect and have not been altered, modified or
amended in any manner whatsoever; (iv) that each tenant thereunder has accepted
that tenant's respective premises and is paying rent on a current basis; (v)
that no default exists on the part of such tenants or on the part of Grantor as
landlord in their respective performances of the terms, covenants, provisions
and agreements contained in the Leases; (vi) that no rent has been paid by any
of the tenants for more than one (1) month in advance; (vii) that Grantor is not
indebted to any tenant in any manner whatsoever so as to give rise to any right
of set-off against or reduction of the rents payable under any Lease; and (viii)
that no payment of rents to accrue under any Lease has been or will be waived,
released, reduced, discounted or otherwise discharged or compromised by Grantor
directly or indirectly, whether by assuming any tenant's obligations with
respect to other premises or otherwise.

          (e) Grantor covenants and agrees with Beneficiary that each Lease
shall remain in full force and effect irrespective of any merger of the
interests of the landlord and tenant thereunder.

          (f) Grantor may enter into a proposed Lease (including the renewal or
extension of an existing Lease) (a "Renewal Lease") without the prior written
consent of Beneficiary, provided such proposed Lease or Renewal Lease (i)
provides for rental rates and terms comparable to existing local market rates
and terms (taking into account the type and quality of the tenant) as of the
date such Lease is executed by Grantor (unless, in the case of a Renewal Lease,
the rent payable during such renewal, or a formula or other method to compute
such rent, is provided for in the original Lease), (ii) is an arms-length
transaction with a bona fide, independent third party tenant, (iii) does not
have a materially adverse effect on the value of the Collateral taken as a
whole, (iv) is subject and subordinate to this Deed of Trust and the lessee
thereunder agrees to attorn to Beneficiary, and (v) is written on the standard
form of lease approved by Beneficiary. All proposed Leases which do not satisfy
the requirements set forth in this Subsection 7 (f) shall be subject to the
prior approval of Beneficiary and its counsel, at Grantor's expense. Grantor
shall promptly deliver to Beneficiary copies of all Leases which are entered
into pursuant to this Subsection together with Grantor's certification that is
has satisfied all of the conditions of the Subsection.

          (g) Grantor (i) shall observe and perform all the obligations imposed
upon the lessor under the Leases and shall not do or permit to be done anything
to impair the value of any of the Leases as security for the Obligations; (ii)
upon request, shall promptly send copies to Beneficiary of all notices of
default which Grantor shall send or receive thereunder; (iii) shall enforce all
of the material terms, covenants and conditions contained in the Leases upon the
part of the tenant thereunder

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to be observed or performed; (iv) shall not collect any of the Rents more than
one (1) month in advance (except security deposits shall not be deemed Rents
collected in advance); (v) shall not execute any other assignment of the
lessor's interest in any of the Leases or the rents; and (vi) shall not consent
to any assignment of or subletting under any Leases not in accordance with their
terms, without the prior written consent of Beneficiary.

          (h) Grantor may, without the consent of Beneficiary, amend, modify or
waive the provisions of any Lease or terminate, reduce rents under, accept a
surrender of space under, or shorten the term of, any Leases (including any
guaranty, letter of credit or other credit support with respect thereto)
provided that such action (taking into account, in the case of a termination,
reduction in rent, surrender of space or shortening of term, the planned
alternative use of the affected space) does not have a materially adverse effect
on the value of the Collateral taken as a whole, and provided that such Lease,
as amended, modified or waived, is otherwise in compliance with the requirements
of this Deed of Trust and any subordination agreement binding upon Beneficiary
with respect to such Lease. A termination of a Lease with a tenant who is in
default beyond applicable notice and grace periods shall not be considered an
action that has a materially adverse effect on the value of the Collateral taken
as a whole. Any amendment, modification, waiver, termination, rent reduction,
space surrender or term shortening which does not satisfy the requirements set
forth in this Subsection shall be subject to the prior approval of Beneficiary
and its counsel, at Grantor's expense. Grantor shall promptly deliver to
Beneficiary copies of amendments, modification and waivers that are entered into
pursuant to this Subsection together with Grantor's certification that it has
satisfied all of the conditions of this Subsection.

          (i) Notwithstanding anything contained herein to the contrary, Grantor
shall not, without the prior written consent of Beneficiary enter into, renew,
extend, amend, modify, waive any provisions of, terminate, reduce rents under,
accept a surrender of space under, or shorten the term of, any Major Lease. The
term "Major Lease" shall mean (x) that certain Casino Lease Agreement made and
entered into as of October 4, 2002, by and between the Grantor, as lessor, and
Archon Sparks Management Company, as lessee; and (y) any other Lease which (i)
provides for rental income representing twenty percent (20%) or more of the
total rental income for the Collateral, (ii) covers twenty percent (20%) or more
of the total space at the Mortgaged Property, in the aggregate, or (iii)
provides for a lease term of more than six (6) years including options to renew,
together with any instrument guaranteeing or providing credit support therefor.

          (j) Although Grantor and Beneficiary intend that this instrument shall
be a present assignment of the Leases and the rents, income, issues and profits
of the Collateral, it is expressly understood and agreed that so long as no
Event of Default shall exist under this Deed of Trust and no default or event of
default shall exist under any other Loan Document, Grantor may collect, and is
hereby granted a license to collect, assigned rents, income, issues and profits
for not more than one (1) month in advance of the accrual thereof, but upon the
occurrence of any such Event of Default under this Deed of Trust or the
occurrence of any default or event of default under any other Loan Document, or
at any time during its continuance, all rights and license of Grantor to collect
or receive rents or profits shall wholly terminate upon notice from Beneficiary,
and Beneficiary may apply all rents collected to the Obligations in such order
and priority as Beneficiary so elects in its sole discretion. The tenants under
all the Leases are hereby irrevocably authorized to rely upon and comply with
(and shall be fully protected in so doing) any notice or demand by Beneficiary
for the payment to

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Beneficiary of any rental or other sums which may be or thereafter become due
under the Leases, or for the performance of any of the tenants' undertakings
under the Leases, and none of them shall have any right or duty to inquire as to
whether any default hereunder or under any other Loan Document shall have
actually occurred or is then existing.

          (k) Grantor has conditionally assigned to Beneficiary by separate
agreement of even date herewith all leases and rents with respect to the
Collateral, which assignment is in addition to, and cumulative with, and
intended to be consistent with, the assignment and rights granted to Beneficiary
herein. Beneficiary shall have the right to approve any Management Agreement
with respect to the Collateral hereafter entered into by Beneficiary, and all
managers and management companies thereby selected by Grantor and, upon the
occurrence of an Event of Default under this Deed of Trust or the occurrence of
a default or event of default under any other Loan Document or under the
Management Agreement, such Management Agreement may be terminated by Beneficiary
at no cost to Beneficiary upon prior written notice to the manager under the
Management Agreement. The manager under each existing Management Agreement has
agreed to the foregoing and that its Management Agreement is subject and
subordinate in all respects to this Deed of Trust. Any Management Agreement
hereafter entered into by Grantor shall expressly provide that such Management
Agreement may be terminated by Beneficiary at no cost to Beneficiary upon prior
written notice to the manager under the Management Agreement and that the
Management Agreement is subject and subordinate in all respects to this Deed of
Trust. Grantor has heretofore delivered to Beneficiary a true and complete copy
of any Management Agreements affecting the Collateral and any and all amendments
or modifications thereof. Grantor agrees that it will not modify or amend any
Management Agreement without Beneficiary's prior written consent.

     5. Further Encumbrances.

          (a) Except as expressly permitted under the Subordinated Loan
Agreement in respect of the lien on the Collateral (other than the First
Collateral) securing Senior Debt, Grantor shall not grant any other lien,
security interest, pledge, deed of trust, assignment, mortgage or other
hypothecation on all or any part of the Collateral or any interest therein nor
make any further assignment of the Leases and rentals of the Collateral without
the prior written consent of Beneficiary, which Beneficiary may grant or
withhold in its sole discretion; any such unpermitted lien, security interest,
pledge, deed of trust, assignment , mortgage or hypothecation by Grantor, being
herein called an "Encumbrance", shall entitle Beneficiary to declare the
Obligations immediately due and payable and to foreclose this Deed of Trust.
Without intending to waive the rights of consent granted to Beneficiary herein:
(i) any and all such other Encumbrances shall be junior to this Deed of Trust
and to all permitted tenancies now or hereafter affecting the Collateral or any
portion thereof and shall be subject to all renewals, extensions, modifications,
releases, interest rate increases, future advances, changes or exchanges
permitted by this Deed of Trust, all without the joinder or consent of such
junior lienholder, secured party, pledgee, or mortgagee or assignee and without
any obligation on Beneficiary's part to give notice of any kind thereto; and
(ii) Grantor shall maintain in good standing any other Encumbrance to secure
debt affecting any part of the Collateral from time to time and shall not commit
or permit or suffer to occur any default thereunder, nor shall Grantor accept
any future advance under or modify the terms of any such Encumbrance which may
then be superior to the lien of this Deed of Trust. Except for Encumbrances
permitted by Beneficiary, Grantor shall not commit or permit or suffer to occur
any act or omission whereby any of the security represented by this Deed of

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Trust shall be impaired or threatened, or whereby any of the Collateral or any
interest therein shall become subject to any attachment, judgment, lien, charge
or other encumbrance whatsoever, and Grantor shall immediately cause any such
attachment, judgment, lien, charge or other encumbrance to be discharged or
otherwise bonded or transferred to other security. Grantor shall not directly or
indirectly do anything or take any action that might prejudice any of the right,
title or interest of Beneficiary in or to any of the Collateral or impose or
create any direct or indirect obligation or liability on the part of Beneficiary
with respect to any of the Collateral.

          (b) Grantor will comply with and will punctually perform all of the
covenants, agreements and obligations imposed upon it or the Collateral under
the Permitted Exceptions in accordance with the terms, provisions and conditions
contained therein, including, without limitation, Grantor's obligation to pay
all amounts secured, evidenced or required thereby. Grantor will not modify or
permit any modification of any of the Permitted Exceptions without the prior
written consent of Beneficiary.

     6. Prohibited Transfers. Except as expressly permitted by the Subordinated
Loan Agreement, Grantor shall not cause or permit or suffer to occur any of the
following events (a "Disposition") without the prior written consent of
Beneficiary, which Beneficiary may grant or withhold in its sole discretion, and
if any of the same shall occur without such consent, then Beneficiary shall have
the right to declare the Obligations immediately due and payable and to
foreclose this Deed of Trust: (a) if all or any portion of the legal or
equitable or beneficial title to all or any portion of the Collateral or any
interest therein shall in any manner whatsoever be sold, conveyed or
transferred, either voluntarily or by operation of law; or (b) in the case of
any portion of the Collateral directly or indirectly owned by a corporation (or
a partnership or joint venture or limited liability company or trust or other
business entity), if any stock or partnership interest or joint venture interest
or member interest or beneficial interest in such owner shall be transferred
(whether among the then existing partners, stockholders, members or other
beneficial owners, or otherwise), or if such stock or partnership interest or
joint venture interest or limited liability company interest or beneficial
interest shall be assigned, pledged, hypothecated, mortgaged or otherwise
encumbered. It is expressly agreed that, in connection with determining whether
to grant or withhold consent to any Disposition or Encumbrance, the
determination made by Beneficiary shall be conclusive and Beneficiary may
require as conditions to granting such consent (1) an increase in the rate of
interest payable under the Note, (2) payment to Beneficiary of a transfer fee,
(3) payment of Beneficiary's reasonable attorneys' fees in connection with such
Disposition or Encumbrance, (4) the express assumption of the payment and
performance of the Obligations by the party to whom such Disposition will be
made (with or without, in Beneficiary's sole discretion, the release of Grantor
from liability for such Obligations).

     The following transfers shall not be in violation of this Section 9: (i)
Public utility easements for the benefit of the Collateral; and (ii) a transfer
as the result of the death of an Obligor who is a natural person, provided that
a transferee acceptable to Beneficiary assumes the liability of the decedent
with respect to the Loan within 90 days of the person's death.

     7. Further Assurances. From time to time and on demand, Grantor shall
execute and deliver to Beneficiary (and pay the costs of preparing and
recording) any further instruments required by Beneficiary to reaffirm, correct
or perfect the evidence of the Obligations secured hereby and the lien and
security interest of Beneficiary in all the Collateral and all additions,
replacements and

                                       9

<PAGE>

proceeds, including but not limited to mortgages, security agreements, financing
statements, assignments and renewal and substitution notes.

     8. Estoppel Letters and Information. Within ten (10) business days after
written request, Grantor shall furnish to Beneficiary a written statement, duly
acknowledged, of the amount of principal and interest and other sums then owing
on the Obligations and whether any offsets, counterclaims or defenses exist
against the Obligations. Grantor shall promptly furnish to Beneficiary any
financial or other information regarding Grantor or the Collateral required by
any Loan Document or which Beneficiary may reasonably request from time to time.

     9. Notices. Whenever Grantor or Beneficiary is obliged to give notice to
the other, such notice shall be in writing and shall be given personally, by an
overnight courier which provides for a return receipt or by prepaid certified
mail (return receipt requested), in which latter case notice shall be deemed
effectively made when the receipt is signed or when the attempted initial
delivery is refused or cannot be made because of a change of address of which
the sending party has not been notified. Any notice to Beneficiary shall be in
the Subordinated Loan Agreement. Until the designated addresses are changed by
notice given in accordance with this Section 12, notice to either party shall be
sent to the respective address set forth on the first page of this Deed of
Trust.

     10. Default and Acceleration. At Beneficiary's option, all of the principal
and interest and other sums secured by this Deed of Trust shall immediately or
at any time thereafter become due and payable without notice to any Obligor, and
Beneficiary shall immediately have all the rights accorded Beneficiary by law
and hereunder and under the Subordinated Loan Agreement to cause the Collateral
to be sold at trustee's sale, foreclose this Deed of Trust or otherwise to
enforce this Deed of Trust and the security interests evidenced hereby and in
any other Loan Document, upon the occurrence of a Default under the Subordinated
Loan Agreement.

     11. Advances by Beneficiary. In the event of any default in the performance
of any of Grantor's covenants or agreements contained in this Deed of Trust or
any other Loan Document or the violation of any term thereof, Beneficiary shall
have the right (but in no event the obligation) at its option after notice to
Grantor to cure the default or take any other action Beneficiary deems necessary
or desirable to protect its security (including without limitation the payment
of any taxes, assessments, insurance premiums, charges, liens or encumbrances
required of Grantor under this Deed of Trust), without thereby waiving any
rights or remedies otherwise available to Beneficiary. If Beneficiary shall
elect to advance at any time any sum(s) for the protection of its security or
for any other reason permitted or provided by any of the terms of this Deed of
Trust or any other Loan Document, then such sum(s) shall be deemed Obligations,
shall be repaid by Grantor on demand, shall be secured by this Deed of Trust and
shall bear interest until paid at the lesser of the nondefault interest rate
provided for in the Note plus five percent (5%) per annum, or at the highest
rate allowed by applicable law, commencing on the date they are advanced by
Beneficiary. Beneficiary's lien on, and security interest in, the Collateral for
such advances shall be superior to any right or title to, interest in, or claim
upon all or any portion of the Collateral junior to the lien of this Deed of
Trust.

     12. Receiver. Subject to the rights of holders of Senior Debt pursuant to
the Subordinated Loan Agreement or any other agreement of the Beneficiary with
or for the benefit of such holders, in addition to all other remedies herein
provided for, Grantor agrees that upon the occurrence of an a

                                       10

<PAGE>

Default, Beneficiary shall, subject to Gaming Laws, as a matter of right, be
entitled to an ex parte appointment of a receiver or receivers for all or any
part of the Collateral without regard to the value of the Collateral or the
solvency of any person or persons liable for the payment of the indebtedness
secured hereby, and Grantor does hereby consent to the appointment of such
receiver or receivers, waives any and all defenses to such appointment and
agrees not to oppose any application therefor by Beneficiary, but nothing herein
is to be construed to deprive Beneficiary of any other right, remedy or
privilege it may now have under the law to have a receiver appointed; provided,
however, that the appointment of such receiver, trustee or other appointee by
virtue of any court order, statute or regulation shall not impair or in any
manner prejudice the rights of Beneficiary to receive payment of the rents and
income. Any money advanced by Beneficiary in connection with any such
receivership shall be a demand obligation owing by Grantor to Beneficiary and
shall bear interest from the date of making such advancement by Beneficiary
until paid at the Default Rate provided in the Note and shall be a part of the
Obligations and shall be secured by this Deed of Trust and by every other
instrument securing the Obligations. The receiver or his agents shall be
entitled to enter upon and take possession of any and all of the Collateral. The
receiver, personally or through its agents or attorneys, may exclude Grantor and
its agents, servants and employees wholly from the Collateral and have, hold,
use, operate, manage and control the same and each and every part thereof, and
keep insured, the properties, equipment and apparatus provided or required for
use in connection with the business or business operated on the Collateral, and
make all such necessary and proper repairs, renewals and replacements and all
such useful alterations, additions, betterments and improvements as the receiver
may deem judicious. Such receivership shall, at the option of Beneficiary,
continue until full payment of all sums, hereby secured, then due and payable or
until title to the Collateral shall have passed by trustee's sale or by
foreclosure sale under this Deed of Trust and the period of redemption, if any,
shall have expired.

     13. Remedies.

          (a) The rights and remedies of Beneficiary under this Deed of Trust or
any other Loan Document shall be subject to Gaming Laws. Furthermore, the rights
and remedies of Beneficiary under this Deed of Trust or any other Loan Document
or applicable law shall be cumulative and concurrent and may be pursued
separately, successively or together against any Obligor(s), the Collateral, any
other collateral for the Obligations, or any one or more of the foregoing, all
at the sole discretion of Beneficiary, and may be exercised as often as occasion
therefor shall arise, all to the maximum extent permitted by law. Beneficiary's
pursuit of any remedy shall not preclude pursuit of any other remedy until
Beneficiary shall have recovered all sums due Beneficiary, together with the
accrued interest thereon and all costs of collection, including attorney's fees
and appellate attorney's fees, with interest thereon. Neither Grantor nor anyone
claiming through or under Grantor shall set up, claim or seek to take advantage
of any appraisement, valuation, stay, moratorium, marshalling, extension,
exemption or redemption laws, now or hereafter in force, in order to prevent or
hinder the enforcement or foreclosure of this Deed of Trust or the sale of the
Collateral. To the maximum extent permitted by law, the Obligors, for themselves
and all who may claim through or under any of them, hereby severally waive the
benefit of all such laws and waive any and all rights to have the Collateral or
any other collateral for the Obligations marshaled upon any foreclosure of this
Deed of Trust or any other instrument securing the Obligations, and hereby
severally agree that the Collateral and any such other collateral may be sold as
an entirety or in such parcels, in such manner and in such order as Beneficiary
in its sole discretion may elect.

                                       11

<PAGE>

          (b) Upon the occurrence of an Event of Default which is not cured
during the applicable cure period, if any, Beneficiary is authorized, whether
prior or subsequent to the institution of any foreclosure proceedings, to enter
upon the Collateral, or any part thereof, and to take possession of the
Collateral and of all books, records and accounts relating thereto and to
exercise, without interference from Grantor, any and all rights to construct,
manage, possess, operate, protect or preserve the Collateral, including the
right to rent the same for the account of Grantor, and to deduct from such rents
all costs, expenses and liabilities of every character incurred by Beneficiary
in collecting such rents and in managing, operating, maintaining, protecting or
preserving the Collateral and to apply the remainder of such rents on the
indebtedness secured hereby in such manner as Beneficiary may elect. All such
costs, expenses and liabilities incurred by Beneficiary, if not paid out of
rents as hereinabove provided, shall constitute a demand obligation owing by
Grantor and shall draw interest from the date of expenditure until paid at the
Default Rate of interest set forth in the Note, all of which shall constitute a
portion of the Obligations. If necessary to obtain the possession provided for
above, Beneficiary may invoke any and all legal remedies to dispossess Grantor;
provided, however, that nothing herein shall be deemed or construed to make
Beneficiary a mortgagee in possession as a result of the exercise of its rights
and remedies hereunder. In connection with any action taken by Beneficiary
pursuant to this paragraph, Beneficiary shall not be liable for any loss
sustained by Grantor resulting from any failure to lease the Collateral, or any
part thereof, or from any other act or omission of Beneficiary in managing the
Collateral unless such loss is caused by the willful misconduct or bad faith of
Beneficiary, nor shall Beneficiary be obligated to perform or discharge any
obligation, duty or liability under any lease or tenancy agreement covering the
Collateral or any part thereof by reason of this instrument or the exercise of
rights or remedies hereunder. Grantor shall, and does hereby agree to, indemnify
Beneficiary for, and to hold Beneficiary harmless from, any and all liabilities,
loss or damage which may or might be incurred by Beneficiary under any such
lease or tenancy agreement or under this Deed of Trust or the exercise of rights
or remedies hereunder and from any and all claims and demands whatsoever which
may be asserted against Beneficiary by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants or
agreements contained in any such lease or tenancy agreement except for those
arising out of the grossly negligent or willful misconduct of Beneficiary.
Should Beneficiary incur any such liability, the amount thereof, including
costs, expenses and reasonable attorneys' fees, shall be secured hereby and
shall be a demand obligation hereunder. Nothing in this paragraph shall impose
any duty, obligation or responsibility upon Beneficiary for the control, care,
management or repair of the Collateral, or for the carrying out of any of the
terms and conditions of any such lease or tenancy agreement; nor shall it
operate to make Beneficiary responsible or liable for any waste committed on the
Collateral by the tenants or by any other parties or for any dangerous or
defective condition of the Collateral, or for any negligence in the management,
upkeep, repair or control of the Collateral resulting in loss or injury or death
to any tenant, licensee, employee or stranger. Grantor hereby assents to,
ratifies and confirms any and all actions of Beneficiary with respect to the
Collateral taken under this paragraph.

          (c) Upon the occurrence of an Event of Default hereunder, which is not
cured during the applicable cure period, if any, Beneficiary may foreclose this
Deed of Trust by judicial proceedings, or direct Trustee to exercise the power
of sale set forth below, and in such event the Collateral shall be sold
according to law to satisfy and pay the Obligations, together with all costs and
expenses of sale, including without limitation, reasonable attorney fees for
Beneficiary's attorneys, whether or not suit is brought, and including such fees
in connection with any bankruptcy or similar

                                       12

<PAGE>

proceedings and at all trial and appellate levels. Then, upon filing any
required notice of such election and demand for sale with Trustee, Trustee shall
proceed to foreclose upon the Mortgaged Property, Improvements, Rights and such
other portion of the Collateral as Beneficiary may elect in the manner provided
by applicable law. If Beneficiary directs Trustee to exercise the power of sale,
it shall be lawful for and the duty of Trustee, and Trustee is hereby authorized
and empowered, to expose to sale and to sell the Collateral at public sale in
accordance with the provisions of applicable law governing trustee's sales under
powers of sale. Trustee shall provide public notice of such sale as provided by
applicable law. Trustee shall sell and dispose of the Mortgaged Property,
Improvements, Rights and such other portions of the Collateral as Beneficiary
may elect (en masse or in separate parcels, as Beneficiary may determine in its
discretion) and all the right, title and interest of Grantor, and its successors
and assigns therein, at public auction all in accordance with the provisions of
applicable law of the State where the Mortgaged Property is located. Such
sale(s) shall be a perpetual bar, both in law and equity, against Grantor and
its successors and assigns, and all other persons claiming the Mortgaged
Property, Improvements, Rights and other Collateral, or any part thereof by,
through, from or under Grantor. Beneficiary may purchase the Mortgaged Property,
Improvements, Rights and other Collateral or any part thereof, and may bid in
any part or all of the indebtedness secured hereby and, in such event, apply the
outstanding amount of the Obligations (in such order as Beneficiary may its sole
discretion elect) to such bid in lieu of cash, and it shall not be obligatory
under the purchaser(s) at any such sale to see to the application of the
purchase money.

     Any costs incurred by Beneficiary or its attorney as a part of the cost of
a trustee's sale in conjunction with Grantor's default hereunder shall be deemed
allowable by Trustee in any such sale. Such allowable costs shall include, but
not be limited to, appraisal fees, attorney fees and all costs incurred by
Beneficiary or its attorney in conjunction with securing, preserving and
maintaining the Collateral and any Improvements contained thereon, such as, by
way of example and not by way of limitation, costs incurred in conjunction with
the appointment and/or institution of a receivership (whether or not a receiver
be appointed).

          (d) Upon the occurrence of an Event of Default, this Deed of Trust may
be foreclosed, at the election of Beneficiary, as to any of the Collateral in
any manner permitted by the laws of the state in which the Mortgaged Property is
located.

          (e) The proceeds of any trustee's or foreclosure sale of the
Collateral shall be applied:

               FIRST, to the payment of all costs and expenses
          incident to such sale, including, but not limited to, all
          reasonable attorneys' fees and court costs and charges of
          every character and all other expenses set forth in NRS
          40.462;

               SECOND, after satisfaction of any prior rights of
          holders of Senior Debt, to the payment in full of the
          Obligations (including, specifically, without limitation,
          the principal, interest, late charges and attorneys' fees
          due and unpaid on the Note and the amounts due and unpaid
          and owed to Beneficiary under this Deed of Trust) in such
          order as Beneficiary may elect; and

                                       13

<PAGE>

               THIRD, the remainder, if any, shall be paid in
          accordance with applicable statutory provisions or court
          order.

          (f) Beneficiary may resort to any security given by this Deed of Trust
or to any other security now existing or hereafter given to secure the payment
of the Obligations, in whole or in part, and in such portions and in such order
as may seem best to Beneficiary in its sole discretion.

          (g) To the full extent Grantor may do so, Grantor agrees that Grantor
will not at any time insist upon, plead, claim or take the benefit or advantage
of any law now or hereafter in force providing for any appraisement, valuation,
stay, moratorium or extension, and Grantor, its representatives, successors and
assigns, hereby waive and release all rights of valuation, appraisement, notice
of election or intention to mature or declare due the whole of the Obligations
and all rights to a marshaling of the assets of Grantor, including the
Collateral, in the event of a sale hereunder or the foreclosure of the liens and
security interests hereby created. Grantor shall not have or assert any right
under any statute or rule of law pertaining to the marshaling of assets, the
exemption of homestead, the administration of estates of decedents to defeat,
reduce or affect the right of Beneficiary under the terms of this Deed of Trust.

     14. No Jury Trial. Beneficiary, Grantor and each Obligor hereby severally,
voluntarily, knowingly and intentionally WAIVE ANY AND ALL RIGHTS TO TRIAL BY
JURY in any legal action or proceeding arising under or in connection with this
Deed of Trust or any other Loan Document or concerning the Obligations and/or
the Collateral or pertaining to any transaction related to or contemplated in
this Deed of Trust, regardless of whether such action or proceeding concerns any
contractual or tortious or other claim. Each Obligor severally acknowledges that
this waiver of jury trial is a material inducement to Beneficiary in extending
the credit described herein, that Beneficiary would not have extended such
credit without this jury trial waiver, and that such Obligor has been
represented by an attorney or has had an opportunity to consult with an attorney
regarding this Deed of Trust and understands the legal effect of this jury trial
waiver.

     15. Fees and Expenses. Grantor shall pay any and all costs, expenses and
attorney's fees incurred by Beneficiary (regardless of whether in connection
with any action, proceeding or appeal) to sustain the lien of this Deed of Trust
or its priority, to protect or enforce any of Beneficiary's rights under this
Deed of Trust or under any other Loan Document, to recover any indebtedness
secured hereby, to contest or collect any award or payment in connection with
the taking or condemnation of all or any part of the Collateral, or for any
title examination or abstract preparation or appraisal or title insurance policy
relating to the Collateral, and all such sums shall bear interest, shall be paid
and shall be secured as provided in section 11 of this Deed of Trust.

     16. Condemnation. Immediately upon obtaining knowledge of the institution
or pending institution of any proceedings for the condemnation of the Collateral
or any portion thereof, Grantor shall notify Beneficiary thereof. Beneficiary
may participate in any such proceedings and may be represented therein by
counsel of its selection, and Grantor will deliver to Beneficiary all
instruments requested by Beneficiary from time to time to permit or facilitate
such participation. In the event of any such condemnation proceedings, the award
or compensation payable is hereby assigned to and shall be paid to Beneficiary,
and Beneficiary shall not be obligated to question the amount of any such

                                       14

<PAGE>

award or compensation. At Beneficiary's option, all or any portion of the award
or compensation shall be applied toward payment of the Obligations (in any order
of priority Beneficiary may deem appropriate in its sole discretion) or shall be
disbursed to Grantor from time to time for the restoration of the Collateral in
the same manner as disbursements under a construction loan; Beneficiary shall
not be obligated to see to the proper application by Grantor of any such
disbursement. Notwithstanding any such condemnation award or compensation or the
rate of interest payable thereon, Grantor shall continue to pay interest on the
Obligations except to the extent that Beneficiary shall have actually received
and applied the award or compensation against the Obligations. If all of the
Collateral is so taken but the award or compensation is insufficient to pay the
Obligations in full, then at Beneficiary's option the unpaid balance shall be
immediately due and payable.

     17. Documentary Stamps and Intangible Taxes. If at any time the state in
which the Collateral is located shall determine that an intangible tax,
documentary tax or other similar tax shall be paid in connection with this Deed
of Trust, or that additional intangible or other tax should be paid, then
Grantor shall pay for the same, together with any interest or penalties imposed
in connection with such determination, and Grantor hereby agrees to indemnify
and hold Beneficiary harmless therefrom. If any such sums shall be advanced by
Beneficiary, they shall bear interest, shall be paid and shall be secured as
provided in section 11 of this Deed of Trust.

     18. No Shift of Taxes. If any federal, state or local law shall hereafter
be enacted which (a) for the purpose of ad valorem taxation shall deduct the
amount of any lien from the value of real property, or (b) shall impose on
Beneficiary the payment of all or any part of the taxes or assessments or
charges required to be paid hereunder by Grantor, or (c) shall change in any way
the laws for the taxation of deeds of trust, mortgages or debts secured thereby
or Beneficiary's interest in the Collateral, or shall change the manner of
collecting such taxes, so as to affect this Deed of Trust or the debt secured
hereby or the holder thereof, then upon demand Grantor shall pay such taxes or
assessments or charges imposed on Beneficiary or shall reimburse Beneficiary
therefor; provided, however, that if in the opinion of Beneficiary's counsel the
requirement that Grantor make such payments might be unlawful or might result in
the imposition of interest in excess of the maximum lawful rate, then
Beneficiary shall have the right to declare the Obligations to be due and
payable thirty (30) days after notice thereof to Grantor.

     19. Uniform Commercial Code. This Deed of Trust is a "security agreement"
and creates a "security interest" in favor of Beneficiary as a "secured party"
with respect to all property included in the Collateral which is covered by the
Uniform Commercial Code, including but not limited to the Tangible Property and
Intangibles. Upon default under this Deed of Trust or any other Loan Document,
Beneficiary may at its option pursue any and all rights and remedies available
to a secured party with respect to any portion of the Collateral so covered by
the Uniform Commercial Code, or Beneficiary may at its option proceed as to all
or any part of the Collateral in accordance with Beneficiary's rights and
remedies in respect of real property to the extent permitted by law. Grantor and
Beneficiary agree that the mention of any portion of the Collateral in a
financing statement filed in the records normally pertaining to personal
property shall never derogate from or impair in any way their declared intention
that all items of collateral described in this Deed of Trust are part of the
real estate encumbered hereby to the fullest extent permitted by law, regardless
of whether any such item is physically attached to the Improvements or whether
serial numbers are used for the better identification of certain items of
Tangible Property. Specifically, the mention in any such financing statement of
(a)

                                       15

<PAGE>

the rights in or the proceeds of any insurance policy, (b) any award in eminent
domain proceedings for a taking or for loss of value, (c) Grantor's interest as
lessor in any present or future lease or right to income growing out of the use
or occupancy of the Mortgaged Property or Improvements, whether pursuant to
lease or otherwise, or (d) any other item included in the definition of the
Collateral shall never be construed to alter any of the rights of Beneficiary as
determined by this Deed of Trust or any other Loan document or to impugn the
priority of Beneficiary's lien and security interest with respect to the
Collateral; such mention in a financing statement is declared to be for the
protection of Beneficiary in the event any court shall hold that notice of
Beneficiary's priority of interest with respect to any such portion of the
Collateral must be filed in the Uniform Commercial Code records in order to be
effective against or to take priority over any particular class of persons,
including but not limited to the federal government and any subdivision or
instrumentality of the federal government.

     20. Payments to Beneficiary. Any payment made in accordance with the terms
of the Loan Documents by any person at any time liable for the payment of the
whole or any part of the Obligations, by any subsequent owner of the Collateral,
or by any other person whose interest in the Collateral might be prejudiced in
the event of a failure to make such payment (or by any partner, stockholder,
member, manager, officer or director of any such person), shall be deemed, as
between Beneficiary and all such persons who at any time may be so liable or may
have an interest in the Collateral, to have been made on behalf of all such
persons. Beneficiary's acceptance of any payment which is less than full payment
of all amounts then due and payable to Beneficiary, even if made by one other
than the person liable therefor, shall not constitute a waiver of any rights or
remedies of Beneficiary.

     21. Consent to Changes. Grantor consents and agrees that, at any time and
from time to time without notice, (a) Beneficiary and the owner(s) of any
collateral then securing the Obligations may agree to release, subordinate,
increase, change, substitute or exchange all or any part of such collateral, and
(b) Beneficiary and any person(s) then primarily liable for the Obligations may
agree to renew, extend or compromise the Obligations in whole or in part or to
modify the terms of the Obligations in any respect whatsoever. Grantor agrees
that no such release, subordination, increase, change, substitution, exchange,
renewal, extension, compromise or modification, no sale of the Collateral or any
part thereof, no forbearance on the part of Beneficiary, nor any other
indulgence given by Beneficiary (whether with or without consideration) shall
relieve or diminish in any manner the liability of any Obligor, nor adversely
affect the priority of this Deed of Trust, nor limit or prejudice or impair any
right or remedy of Beneficiary. All Obligors and all those claiming by, through
or under any of them hereby jointly and severally waive any and all right to
prior notice of, and any and all defenses or claims based upon, any such
release, subordination, increase, change, substitution, exchange, renewal,
extension, compromise, modification, sale, forbearance or indulgence.

     22. Governing Law. This Deed of Trust shall be governed by, and construed
and enforced in accordance with, the laws of the State of Nevada, excepting only
that federal law shall govern to the extent it may permit Beneficiary to charge,
from time to time, interest on the Obligations at a rate higher than may be
permissible under applicable law.

     23. No Usury. All amounts paid on the Obligations which are deemed interest
shall, for the purpose of the calculation provided for herein, be deemed and
considered to be spread over the entire period from the date hereof to the date
of final payment of the Note. In no event shall any

                                       16

<PAGE>

agreed to or actual exaction charged, reserved or taken as an advance or
forbearance by Beneficiary as consideration for the Obligations exceed the
limits (if any) imposed or provided by the law applicable from time to time to
the Obligations for the use or detention of money or for forbearance in seeking
its collection; Beneficiary hereby waives any right to demand any such excess.
In the event that the interest provisions of the Loan Documents or any exactions
required thereunder shall result at any time or for any reason in an effective
rate of interest that transcends the maximum interest rate permitted by
applicable law (if any), then without further agreement or notice the obligation
to be fulfilled shall automatically be reduced to such limit and all sums
received by Beneficiary in excess of those lawfully collectible as interest
shall be applied against the principal of the Obligations immediately upon
Beneficiary's receipt thereof, with the same force and effect as though the
payor had specifically designated such extra sums to be so applied to principal
and Beneficiary had agreed to accept such extra payment(s) as a premium-free
prepayment or prepayments.

     24. Severability. Any provision of this Deed of Trust which is prohibited
or unenforceable under applicable law shall be ineffective only to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
under any other applicable law.

     25. Inspection and Watchmen. Beneficiary and any persons authorized by
Beneficiary shall have the right, from time to time at the discretion of
Beneficiary, to enter and inspect the Collateral. At any time after default
under the terms of this Deed of Trust or any other Loan Document, if any of the
Improvements or Tangible Property shall be unprotected or unguarded, or if any
of the Improvements shall be allowed to remain vacant or deserted, then at its
option Beneficiary may employ watchmen for the Collateral and expend any monies
deemed necessary by Beneficiary to protect the same from waste, vandalism and
other hazards, depredation or injury, and any sums expended by Beneficiary for
such purpose shall bear interest, shall be paid and shall be secured as provided
in section 14 of this Deed of Trust.

     26. Indemnity. In the event Beneficiary and/or Trustee shall be named as a
party to any lawsuit brought at any time against Grantor or with respect to the
Collateral or this Deed of Trust or the Obligations, or if any claim shall be
made against either of them in connection with the Collateral, then regardless
of the merits of such lawsuit or claim, Grantor shall defend Beneficiary and
Trustee and indemnify and hold Beneficiary and Trustee fully harmless from any
and all claims, demands, damages, liabilities, judgments, penalties, losses,
costs, expenses and attorney's fees arising out of or resulting from any such
lawsuit or any appeal in connection therewith.

     27. No Partnership. Grantor and Beneficiary hereby acknowledge and agree
that Beneficiary is not, has never been, and shall not be deemed a partner or
joint venturer of Grantor or any other Obligor with respect to the Collateral,
and that the relationship of Beneficiary to said parties is, has always been,
and shall continue to be strictly the role of a lender. Grantor hereby (a)
waives and relinquishes any and all claims, demands, counterclaims and/or
defenses alleging the existence of any partnership, joint venture or other
fiduciary or special relationship between any of them and Beneficiary, and (b)
agrees to indemnify and hold Beneficiary harmless against any and all losses,
damages, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other fees, costs and expenses that Beneficiary may sustain as the
result of any such allegation by any person whomsoever.

                                       17

<PAGE>

     28. Subrogation. In furtherance but not in limitation of any and all rights
contained in the Subordinated Loan Agreement, Beneficiary is hereby subrogated
(a) to the lien(s) of each and every deed of trust, lien, security interest or
other encumbrance on all or any part of the Collateral which is fully or
partially paid or satisfied out of the proceeds of the Obligations, and (b) to
the rights of the owner(s) and holder(s) of any such deed of trust, lien,
security interests or other encumbrance. The respective rights under and
priorities of all such deeds of trust, liens, security interest or other
encumbrances shall be preserved and shall pass to and be held by Beneficiary as
security for the Obligations, to the same extent as if they had been duly
assigned by separate instrument of assignment and notwithstanding that the same
may have been canceled and satisfied of record.

     29. Representations and Warranties. Grantor makes and affirms all
representations and warranties of or for the benefit of Beneficiary contained in
the Subordinated Loan Agreement or any other of the Loan Documents as if set
forth in full herein.

     30. Rights not Impaired. The lien, security interest and other security
rights of Beneficiary hereunder shall not be impaired by any indulgence,
moratorium or release granted by Beneficiary, including, but not limited to: (a)
any renewal, extension or modification which Beneficiary may grant with respect
to any of the Obligations; (b) any surrender, compromise, release, renewal,
extension, exchange or substitution which Beneficiary may grant in respect of
the Collateral, or any part thereof or any interest therein; or (c) any release
or indulgence granted to any endorser, guarantor or surety of any of the
Obligations. In the event the ownership of the Collateral or any part thereof
becomes vested in a person or entity other than Grantor, Beneficiary may,
without notice to Grantor, deal with such successor or successors in interest
with reference to this Deed of Trust and to the indebtedness secured hereby in
the same manner as with Grantor, without in any way discharging Grantor's
liability hereunder or for the payment of the indebtedness secured hereby. No
sale of the Collateral, no forbearance on the part of Beneficiary and no
extension of the time for the payment of the indebtedness secured hereby given
by Beneficiary shall operate to release, discharge, modify, change or affect, in
whole or in part, the liability of Grantor hereunder or for the payment of the
indebtedness secured hereby or the liability of any other person hereunder or
for the payment of the indebtedness secured hereby, except as agreed to in
writing by Beneficiary.

     31. Other Indebtedness Secured. In addition to the specific indebtedness
identified hereinabove, the Obligations also include, and this Deed of Trust
also secures, all Other Indebtedness (as defined in the preliminary recitals of
this Deed of Trust) of Grantor to Beneficiary, whether or not presently
contemplated by the parties, direct or indirect, otherwise secured or unsecured,
joint or several, absolute or contingent, due or to become due, whether for
payment or performance, now existing or hereafter arising, regardless of how the
same arise or by what instrument, agreement or book account they may be
evidenced or whether evidenced by any instrument, agreement or book account,
including without limitation all loans (including any loan by renewal), all
indebtedness, all undertakings to take or refrain from taking any action, all
indebtedness, liabilities or obligations owing from Grantor to others that
Beneficiary may have obtained by purchase, negotiation, discount, assignment or
otherwise, and all interest, taxes, fees charges, expenses, and attorney's fees
chargeable to Grantor or incurred by Beneficiary hereunder or under any other
document or instrument delivered in connection herewith.

                                       18

<PAGE>

     32. Interpretation. Whenever the context of any provision of this Deed of
Trust shall so require, words in the singular shall include the plural, words in
the plural shall include the singular, and pronouns of any gender shall include
the other genders. Captions and headings in this Deed of Trust are for
convenience only and shall not affect its interpretation. All references in this
Deed of Trust to Exhibits, Schedules, sections, paragraphs and subparagraphs
refer to the respective subdivisions of this Deed of Trust, unless the reference
expressly identifies another document. Wherever used in this Deed of Trust,
unless the context clearly indicates a contrary intention or unless this Deed of
Trust specifically provides otherwise: (a) the term "Grantor" shall include any
subsequent owner(s) of the Collateral; (b) the term "Beneficiary" shall include
any subsequent holder(s) of the Note; (c) the term "Obligors" shall include any
permitted successor(s) or permitted assign(s) of any Obligor; (d) the term
"Obligations" shall include any modification of any Obligations from time to
time and any future advances or other sums payable to Beneficiary under this
Deed of Trust; (e) the term "Loan Documents" shall include any note or other
instrument evidencing or pertaining to any future advance hereunder and any
renewals, extensions or modifications of any Loan Document; and (f) the term
"person" shall mean "an individual, corporation, partnership, limited
partnership, limited liability company, unincorporated association, joint stock
corporation, joint venture or other legal entity".

     33. Substitution of Trustee. Beneficiary may from time to time unilaterally
substitute a successor to Trustee pursuant to a recordable instrument that
complies with applicable law for substitution of trustees under deeds of trusts.
The recorded substitution will be conclusive proof of proper substitution of the
substitute trustee who will, without conveyance from the predecessor trustee,
succeed to all of the predecessor trustee's title, estate, rights, powers and
duties.

     34. Miscellaneous. Time is of the essence of all provisions of this Deed of
Trust. This Deed of Trust shall be binding upon the parties hereto and their
respective successors and assigns, and it shall inure to the benefit of
Beneficiary and its successors and assigns and to the benefit of Grantor and
Grantor's permitted successors and assigns. This Deed of Trust cannot be changed
except by an agreement in writing, signed by the party against whom enforcement
of the change is sought.

     35. Exceptions. Except with respect to the rights of holders of Senior
Debt, notwithstanding anything contained in the Note or in any of the other Loan
Documents, nothing contained herein or therein shall (a) limit or impair the
rights of Beneficiary to proceed against any of the Collateral in accordance
with the terms of the Loan Documents; (b) limit or impair the rights of
Beneficiary to proceed against the Grantor personally or against any other
person (including the Guarantors under the Subordinated Loan Agreement) under
any guarantee, indemnity (including but not limited to any indemnity relating to
environmental matters and access of handicapped or disabled persons) or any
other provision of any of the Loan Documents providing for the personal
liability of any such person in accordance with its terms, or to enforce the
rights of Beneficiary under any such guaranty, indemnity or other provision in
accordance with its terms; or (c) limit or impair the rights of Beneficiary to
proceed against Grantor or any other person to recover or collect, or limit or
restrict the personal liability of Grantor or any other person for the payment
to Beneficiary for, any of the following, including, without limitation,
reasonable attorneys' fees and costs incurred by Beneficiary in connection with
any such recovery, collection or payment, all of which Grantor hereby
indemnifies Beneficiary against, to-wit:

                                       19

<PAGE>

               (a) damages suffered by Beneficiary as a result of (1) fraud or
misrepresentation by Grantor or any other person acting on behalf of or at the
direction of Grantor in connection with the Loan, (2) intentional waste of any
of the Collateral, including the removal of any property or fixtures from the
Collateral which are not replaced by similar property or fixtures of equal or
greater value, (3) the amendment, modification or termination of any lease of
any of the Collateral in violation of any provision of the Loan Documents, (4)
failure to observe and comply with all laws, ordinances and regulations
applicable to any of the Collateral, (5) failure to comply with any of the
obligations of Grantor under any of the Loan Documents or indemnity agreements
pertaining to environmental matters or access of handicapped or disabled
persons, (6) the sale or further encumbrance of any of the Collateral in
violation of any provision of the Loan Documents, (7) failure to insure the
Collateral in accordance with the terms of the Loan Documents, or (8) failure to
pay real estate taxes and assessments and ground lease payments (if applicable)
which accrue prior to Beneficiary taking possession of the Collateral or failure
to make sufficient funds available through escrow payments to Beneficiary to pay
such taxes, assessments and ground lease payments, or (9) the loss of any of the
Collateral because of the forfeiture of same to any governmental agency or third
party unrelated or not affiliated with Beneficiary for any reason;

               (b) any rents, issues or profits of any of the Collateral
collected by or on behalf of Grantor which are not applied to payment of the
Obligations or paid to third parties not affiliated with Grantor for reasonable
operating costs related to the Collateral (including real estate taxes and the
establishment of a reasonable reserve for that purpose) after an uncured default
or an uncured Event of Default or any event or circumstance that with the
passage of time, the giving of notice, or both, could constitute an Event of
Default under the Note or any other Loan Document;

               (c) any security deposits or other similar deposits received from
tenants or occupants of the Collateral to the extent that funds for such
security deposits are not obtained by Beneficiary from Grantor after an Event of
Default;

               (d) any sums expended by Beneficiary in fulfilling the
obligations of Grantor, as lessor, under any lease of any of the Collateral,
excluding obligations relating to maintenance of the Collateral and liabilities
accruing after Grantor has given up possession of the Collateral to Beneficiary;

               (e) any insurance proceeds, condemnation awards or proceeds
resulting from any sale of any of the Collateral which are misapplied or
misappropriated by or on behalf of Grantor or which, under the terms of the Loan
Documents, should have been paid to Beneficiary; and

               (f) the amount of any valid unpaid mechanic's liens,
materialmen's liens or other liens, whether or not similar, arising due to work
performed or materials furnished in connection with any of the Collateral which
could create liens on any portion of the Collateral.

     37. Incorporation of Certain Nevada Covenants. The following covenants,
Nos. 5, 6, 7 (a reasonable), 8 and 9 of NRS 107.030, are hereby adopted and made
a part of this Deed of Trust. Upon any Event of Default by Trustor hereunder,
Beneficiary may (a) declare all sums secured immediately due and payable without
demand or notice and/or (b) have a receiver appointed as a matter of right
without regard to the sufficiency of any security or guaranty and without any
showing as

                                       20

<PAGE>

required by NRS 107.100. All remedies provided in this Deed of Trust are
distinct and cumulative to any other right or remedy under this Deed of Trust or
afforded by law or equity and may be exercised concurrently, independently or
successively. A sale of property conducted pursuant to Covenants Nos. 6, 7 and 8
of NRS 107.030 may be conducted either as to the whole of the Mortgaged Property
or in separate parcels and in such order as Beneficiary or Trustee may
determine.

     IN WITNESS WHEREOF, the Grantor has executed this Agreement as of the day
and year first above written.

                                              GRANTOR:

                                              DUKE'S - SPARKS, LLC, a Nevada
                                              limited-liability company


                                                 By: /s/ Christopher W. Lowder
                                                     ---------------------------
                                                     Christopher W. Lowder
                                                 Its: Authorised Signatory


     STATE OF NEVADA
     COUNTY OF CLARK

          This instrument was acknowledged before me on 1-13-03 by Christopher
W. Lowder as                      of DUKE'S - SPARKS, LLC.
             --------------------

[SEAL]                                        /s/ Julie Sandefur
                                              -------------------
                                              Julie Sandefur

                                       21

<PAGE>

                                    EXHIBIT A

                                Legal Description

<PAGE>

                                   EXHIBIT B:
                                DUKE'S - ORIGINAL
                                 APN 032-135-20

All certain lot, piece or parcel of land situate in the County of Washoe, State
of Nevada, described as follows:

Lots 6, 7, 8, AND 9 in Block 6 of ROBINSON'S ADDITION EAST RENO, NOW CITY OF
SPARKS, according to the map thereof, filed in the office of the County
Recorder of Washoe County, State of Nevada on November 17, 1903.

AND

The South 66 feet of Lot 5 and the West 7 feet of the South 66 feet of Lot 4, in
Block 6 of ROBINSON'S ADDITION EAST RENO, NOW CITY OF SPARKS, according to the
map thereof, filed in the office of the County Recorder of Washoe County, State
of Nevada on November 17, 1003.

Description Proposed By

___________________________

___________________________
                                                      [SEAL]
___________________________

RENO, NV
---------------------------

                                     Page 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Collateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                        <C>
Bases/Stools           180 Standard Single Slot Stands
                          28x18x22 matte black laminate
                       183 Sierra X-Tended Play Seats
                          with polished chrome understructure       S219255C-21 21/32
------------------------------------------------------------------------------------------------------------------------------------
Computers
                       Dell Optiplex tower                          GX240                  FR8B711
                       Dell Monitor                                 1702FP                 MX-08G152-47605-21M-AR6M
                       Dell Optiplex tower                          GX240                  CR8B711
                       Dell Monitor                                 1702FP                 MX-08G152-47605-21M-AR6D
                       Dell Optiplex tower                          GX240                  IS8B711
                       Dell Monitor                                 1702FP                 MX-08G152-47605-21M-AR6L
                       Sony Notebook                                PCG993L                283326303707127
                       Sony Notebook                                                                                  Kevin
                                                                                                                      Hogan has
                       Intel, EATX MBD Duald 6PCI U                 STL2
                       INTEL, PENT 1 GIG CPU                                               BX80526C1000256
                       Mlso. 512MB PC 133 ECC SDRA                  512MB PC133
                       TEAC 1.44 Floppy Drive                       1.44 FLOPPY
                       Seagate 18.4 SCSI Hard Drive                                        ST318417W
                       INTEL Ether Express Pro 10                                          PILA8460B
                       IBM 48x CDROM                                                       22P3802
                       ADAPTEC 29160 Internet kit                                          1821900
                       ALPS PS/2 keyboard                           ALPS keyboard
                       MS TREKKER Wheel Mouse PS/                                          062-00086
                       Intel SC5000 SVR CHAS BASE                                          KHDBASEU
                       APC SMART UPS 1400 NET                       SU1400NET
                       Seagate Tapestor 20/40 GB D                  STD2401 LW-R
                       BELKIN 6ft SCSI Cable                                               F2N1112-06
                       BELKIN Ext Ultra2 LVD SCSI                                          F2N990-LVD
                       Sony 4MM DDS4 150M DAT 20/                    DGD150P
                       MS Open SBS SVR 2000 5CLI                    E75-00129
                       MS Open SBS SVR 2000 5CLT                    E76-00068
                       MS SBS SVR 2000 DISK Kit C                   E75-00014
                       MS SBS SVR 2000 DOC                          E75-00006
                       MS SBS SVR 2000 5 CLT ADD                    E76-00007
                       MS Terminal SVR 2000 CAL                     C79-00539
                       VERITAS BACKUP EXEC NT/W2K                   SBE-NTSB-0076
</TABLE>

                                   Page 1 of 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Collateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                        <C>
                       OLPO Inoculateit v6.0 1YR                                           ITL6002600AEOTC
                       CA Inoculate 6.0 MS EXCHA                                           ICB5001600AEOTC
                       OLPC ARCSERVE 2000 ADV MED                                          MPL3MEDOLP100TC

------------------------------------------------------------------------------------------------------------------------------------
Transportation
                       2001 Ford Pickup                             F250                   VIN # 3FTNW21F91MA56066
                       1955 Cadillac                                 Deville                VIN # 556067694

------------------------------------------------------------------------------------------------------------------------------------
Printers
                       HP OfficeJet                                 G85                    SGG14E2TMP
                       HP OfficeJet                                 G85                    SGE07E8KVL
                       HP DeskJet                                   940C                   MX1BP6D067

------------------------------------------------------------------------------------------------------------------------------------
Audio / Visual
                       NEC PlasmaSync Television 42PD3              PX-42VP3A              1Z000878M
                       NEC PlasmaSync Television 42PD3              PX-42VP3A              1Z000868M
                       NEC PlasmaSync Television 42PD3              PX-42VP3A              1X000478S
                       Multipurpose Amplifier                       PA4000                 TK0017-01292
                       Multipurpose Amplifier                       PA4000                 TK0017-01277
                       Multipurpose Amplifier                       PA4000                 TK0017-01287
                       Script Loudspeaker System                    120V (60hz) black      FEML 052
                       Script Loudspeaker System                    120V (60hz) black      FEML 053
                       Script Loudspeaker System                    120V (60hz) black      FEML 054
                       Script Loudspeaker System                    120V (60hz) black      FEML 055
                       Script Loudspeaker System                    120V (60hz) black      FEML 056
                       Script Loudspeaker System                    120V (60hz) black      FEML 057

------------------------------------------------------------------------------------------------------------------------------------
Micros POS System
                       2 PC keyboard remote card reader kit                                n/a
                       Epson 2-color Impact autocut printer         TM-U200B               CMMG030303
                       Epson 2-color Impact autocut printer         TM-U200B               CMMG030078
                       Remote Pole Display                                                 01350076277
                       Remote Pole Display                                                 01350076642
                       Remote Pole Display                                                 01350077602
                       Cash Drawer, small profile, DIN connector                           A0024895102802-0090
                       Cash Drawer, small profile, DIN connector                           A0024895102802-0086
                       Cash Drawer, small profile, DIN connector                           A0024895102802-0089
</TABLE>

                                   Page 2 of 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Co<llateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                        <C>
                       Cash Drawer, small profile, DIN connector                           A0024895102802-0087
                       Cash Drawer, small profile, DIN connector                           A0024895102802-0088
                       Cash Drawer, small profile, DIN connector                           A0024895102802-????
                       Cash Drawer, small profile, DIN connector                           A0024223891602-0118
                       2 color printer, PS-170, low paper sensor    TM-T88 III, EDG, IDN   ESPG001894
                       2 color printer, PS-170, low paper sensor    TM-T88 III, EDG, IDN   ESPG006155
                       2 color printer, PS-170, low paper sensor    TM-T88 III, EDG, IDN   ESPG006169
                       2 color printer, PS-170, low paper sensor    TM-T88 III, EDG, IDN   ESPG000373
                       2 color printer. PS-170, low paper sensor    TM-T88 III, EDG, IDN   ESPG006170
                       2 color printer, PS-170, low paper sensor    TM-T88 III, EDG, IDN   ESPG006171
                       User Workstation/3                           UWS/3                  0134070656
                       User Workstation/3                           UWS/3                  0134070655
                       User Workstation/3                           UWS/3                  0134570666
                       User Workstation/3                           UWS/3                  0134570661
                       User Workstation/3                           UWS/3                  0135570751
                       User Workstation/3                           UWS/3                  0138270789
                       6 Adjustable stand for UWS/3 & PCWS                                 n/a
                       HP LaserJet Printer                          1200                   CNCB547006
                       8 port Equinox Board, Pcl, w/cable           SST-8P                 990429, 690264
                       US Robotics 56kbps V90 external d/f modem                           005686-03
                       Oneac ON900A-SN Line conditioner/ups                                0151-1981
                       Equinox network cluster controller           ESP-NETCC              TP05178
                       Diskkeeper for NT Server, single                                    n/a
                       Del Optiplex                                                        TP01783
                       9700 SIM Manual                                                     n/a
                       9700 Setup Manual                                                   n/a
                       9700 A to Z Feature Reference Manual                                n/a
                       9700 Feature Overview Manual                                        n/a
                       9700 System Administrator Manual                                    n/a
                       Software, CA9700, VISANET, F1/F2
                       Host PC Anywhere 32 v7.5 for Win NT                                 MERISEL 87692/
                                                                                              INGRAM752337
                       Software, 9700 PMS/SIM Module, v1.0                                 n/a
                       Software, 9700 TV/EJ/SQL MODL, v1.0                                 n/a
                       Software, 9700 FOUNDTN, SYS 2                                       n/a
                       Norton Antivirus Single User                                        n/a
</TABLE>

                                   Page 3 of 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Collateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                        <C>
                       used Ref Sandwich Table                                             4611072
                       used 6 o/b 29" Oven (net. gas)
                          w/convection
                       used 36" Grill 2 o/b 29" oven
                          (net. gas)
                       Fryer 30# - 40# steel pot 100kbtu                                   0108FM0134
                       Fryer 30# - 40# steel pot l00kbtu                                   0108FM0128
                       48" broller raident heavy duty reversible
                           grates                                                          91451-013194
                       3 ft salamander broller, wall mount
                          mounting brackets
                       48x27x26 equipment stand
                       pizza oven 650% double deck cap
                       under counter cook and hold unit caster,
                          single control cap.
                       48" clean table for dishwasher
                       72 soil dish table w/pre-rinse sink
                          heavy duty wall mount pre-rinse until
                          complete
                       62" wall mount slant rack shelves
                       54" long glass sliding door display ref.                            0612226
                       30" x 36" a/s worklable w/undershelf and
                          1 1/2" b/s
                       30" x 40" a/s worklable w/undershelf and
                          1 1/2: b/s
                       microwave shelf wall mount
                       wall shelves 38" wall mount
                       3 hand sink N.S.F. wall mount soap and
                          towel disp.
                       3 s/s 48" wall shelves
                       full size sheet pan cart spacing dry
                          storage shelving
                       48" sandwich table 12 partitions
                       4 compartment electric steam table 240
                          volts                                                            6019846
                       4 water spillage pans                                               0210100184
                       60" sandwich table 161 lbs w/ref. self
                          contain with large poly cutting board                            6313741
                       1000 watt microwave                          Hotline                11926095AT
                       1000 watt microwave                          Hotline                11926099AT
                       24" x 96 1 1/2" b/s table with
                          undershelves
                       24" x 96" w/table 1 1/2" b/s and
                          undershelf and serving tray storage and
                          s/s lip
                       30" x 96" worktable with 1 1/2" b/s cross
                          bracing and undershelf glass and cup
                          rack slides; water filter and ice bin
                          combination
</TABLE>

                                   Page 4 of 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Collateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                        <C>
                       72 walk-In cooler shelving assorted
                          sizes
                       2 24 x 38 all welded dunnage racks
                       2 24 x 48 all welded dunnage racks
                       hose and hanger handle
                       corner sink 3 compartment 71 x 71
                       s/s sink 1 compartment o/a 25 1/2 x 22
                       4 Faucet swing spout 12"
                       two compartments sink w/left hand drain
                          board
                       2 back bar ref. self contained 72" glass
                          door
                       2 drain boards 24 x 29" w draw per ft
                       Ice caddy 250 lbs storage
                       air cooled self contained ice machine head
                          1400 lb 1/2 cube                                                 K200-32511-2
                       free standing drawer warmer                                         RU3756
                       gas connector kit 36" 3/4"
                       30 qt floor mixer                                                   2-20473-100B
                       2 stations, 12 brands, multiple pour sizes
                          plus cocktails                                                   3813
                       12 2-bottle reserve assembly
                       propellant kit, 12 brand
                       tee kit, 12 brand liquor
                       pump kit, 12 brand
                       12 wall mount bracket
                       110 12-liquor line 1/4"
                       remote 1/3 h.p. system with dual glycol
                          rec. pump                                                        SG-30282; 02105128
                       12 empty beer keg detectors wall mount
                       installation kit, 12 beer
                       80 12-beer trunk line with dual glycol
                       lines
                       35 6-beer trunk line
------------------------------------------------------------------------------------------------------------------------------------
Maintenance Tools/
Equipment

------------------------------------------------------------------------------------------------------------------------------------
Security Equipment                                                                                                    not purchased
                                                                                                                      yet

------------------------------------------------------------------------------------------------------------------------------------
Survelliance
Equipment
                       Integral DVR w/Remotel view                  3378-0020              331010
</TABLE>

                                   Page 5 or 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Collateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                  <C>
                         Including frame server, keyboard, mouse
                       Audio for Holding Cell                       ASK-4 Kit              n/a
                       Dura Cam-Sm Dome Camera                      VK74D36C               M1110090
                       Indoor PTZ                                   KD6Sd2N1               A0091658
                       Indoor PTZ                                   KD6Sd2N1               A1081756
                       Outdoor Weatherdome PTZ                      KD6SW4N1               A1041177
                       Pendent Dome Mount                           DPM1 5                 n/a
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121435
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121442
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121270
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121463
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121466
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121446
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121272
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121481
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121263
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121454
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121480
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121460
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121488
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121469
                       KD5 24V Fixed Dome Camera                    KD5A41111              A1121477
                       KD5 Camera                                   KD5A41121              A0101264
                       KD5 Camera                                   KD5A41121              A0101255
                       KD5 Camera                                   KD5A41121              A0101263
                       Elevator Housing, Camera & Lens                                     n/a
                       Controller                                   Matrix 8x2 SSI 100R
                                                                    JPD-100                A2020322
                                                                                           A2011191
                       14" Color Monitor                            KM1400CN               M1100193
                       14" Color Monitor                            KM1400CN               M1100192
                       14" Color Monitor                            KM1400CN               M1100342
                       VCR                                          Sanyo SRC650           32511589
                       24 Volt 16 Cam Power Supply                  KZ1624AW               n/a
------------------------------------------------------------------------------------------------------------------------------------
Currency Counter/
Sorter/Scanner/Safe    JetSort3000 Series                           4601 Coln Sorter
                       JetScan                                      (reconditioned)
                                                                    4096 Two Pocket
                                                                    Currency Scanner
</TABLE>

                                   Page 6 of 7

<PAGE>

Archon Sparks Management Company
Duke's Casino

Exhibit A
First Collateral

<TABLE>
<CAPTION>
    Category                          Description                          Model #                 Serial #              Notes
====================================================================================================================================
<S>                    <C>                                          <C>                    <C>                  <C>
                       JetScan                                      4096 Two Pocket
                                                                    Currency Scanner
                       JetScan                                      4062 Single Pocket
                                                                    Currency Scanner
------------------------------------------------------------------------------------------------------------------------------------
Validator Drop Cart
                       Bill Validator Cart w/o low package          VSR SMTC02             n/a
                       Large Fill Cart w/ locking plexiglass top    VSR SMFC02             n/a

------------------------------------------------------------------------------------------------------------------------------------
Furnishings
                       ? Thong (Cherry) 18" height stacking
                         chair with wood seat and back (for main
                         bar)
------------------------------------------------------------------------------------------------------------------------------------
Furnishings -
Back of House
                       5 Bow Front Desks                            BSHWC24446             n/a
                       1 Manager Desk                               BSHWC24436             n/a
                       3 Secretary Returns                          BSHWC24424             n/a
                       1 Credenza                                   BSHWC24426             n/a
                       4 3-Drawer File Cabinets                     BSHWC24453             n/a
                       1 Lateral File Cabinet                       BSHWC24454             n/a
                       1 Glass/Metal Desk                                                  n/a
                       6 Executive Desk Chairs                      Office Depot
                                                                    679943                 n/a
                       2 Torch Floor Lamps                          Office Depot
                                                                    079891979969           n/a
                       4 Desk Lamps                                                        n/a
                       2 Metal Lateral Files                                               n/a
                       4 Metal 4 Drawer Letter Files HON 500
                         Series                                     LFC01-01               n/a
------------------------------------------------------------------------------------------------------------------------------------
Pool Tables
                       Valley / Cougar                              CPBJMCDC               10847
                       Valley / Cougar                              CPBJMCDC               10849
</TABLE>

                                   Page 7 of 7

<PAGE>

                                    EXHIBIT B

                    Section 9 of Subordinated Loan Agreement

<PAGE>

9.   SUBORDINATION OF NOTE

     9.1 Note Subordinated to Senior Debt. Borrower, for itself, its successors
and assigns, covenants and agrees, and Lender likewise covenants and agrees,
that the indebtedness evidenced by the Note (and any renewals or extensions
thereof), including the principal of, premium, if any, and interest thereon and
any interest payable on such interest, shall be subordinate and subject in right
of payment, to the extent and in the manner hereinafter set forth, to the prior
payment in full of all Senior Debt, and that each holder of Senior Debt whether
now outstanding or hereafter created, incurred, assumed or guaranteed shall be
deemed to have acquired Senior Debt in reliance upon the covenants and
provisions contained in this Agreement and the Note.

     9.2 Note Subordinated to Prior Payment of all Senior Debt on Dissolution,
Liquidation, Reorganization, etc. of Borrower. Upon any payment or distribution
of the assets of Borrower of any kind or character, whether in cash, property or
securities (including any collateral at any time securing the Note, except for
property as to which the Security Agreement and Second Deed of Trust expressly
provides is subject to a first Lien in favor of Lender) to creditors upon any
dissolution, winding-up, total or partial liquidation, reorganization, or
recapitalization or readjustment of Borrower or its property or securities
(whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization,
liquidation, or receivership proceedings, or upon an assignment for the benefit
of creditors, or any other marshalling of the assets and liabilities of Borrower
or otherwise), then in such event,

          9.2.1 all holders of Senior Debt shall first be entitled to receive
payment in full in cash, before any payment is made on account of the principal,
premium, if any, or interest on the indebtedness evidenced by the Note;

          9.2.2 any payment or distribution of assets of Borrower, of any kind
or character, whether in cash, property or securities (other than equity
interests in Borrower), to which Lender would be entitled except for the
provisions of this Section 9, except for property as to which the Security
Agreement and Second Deed of Trust expressly provides is subject to a first Lien
in favor of Lender, shall be paid or delivered by any debtor or other person
making such payment or distribution, directly to the holders of the Senior Debt
or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such Senior
Debt may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Debt held or represented by each, for
application to payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt; and

          9.2.3 in the event that, notwithstanding the foregoing provisions of
this Section 9.2, any payment or distribution of assets of Borrower, whether in
cash, property or securities (other than equity interests in Borrower), shall be
received by Lender before all Senior Debt is paid in full, such payment or
distribution (subject to the provisions of Sections 9.6 and 9.7) shall be held
in trust for the benefit of, and shall be immediately paid or delivered by
Lender, as the case may be, to the holders of Senior Debt remaining unpaid or
unprovided

<PAGE>

for, or their representative or representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Debt may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Debt held or represented by each, for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt.

     Borrower shall give prompt written notice to Lender of any action or plan
of dissolution, winding up, liquidation or reorganization of the Company or any
other facts known to it which would cause a payment to violate this Section 9.

     Upon any payment or distribution of assets of Borrower referred to in this
Section 9, Lender shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such dissolution, winding-up,
liquidation or reorganization proceeding is pending, or a certificate of the
liquidating trustee or agent or other person making any distribution to Lender,
for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other debt of the Company, the
amount thereof payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Section 9.

     9.3 Lender to be Subrogated to Right of Holders of Senior Debt. Subject to
the payment in full of all Senior Debt in cash or cash equivalents, the Lender
shall be subrogated (equally and ratably with the holders of all debt of
Borrower that, by its terms, is not superior in right of payment to the Note and
ranks on a parity with the Note) to the rights of the holders of Senior Debt to
receive payments or distributions of assets of Borrower applicable to the Senior
Debt until the principal of, premium, if any, and interest, on the Note shall be
paid in full, and for purposes of such subrogation, no payments or distributions
to the holders of Senior Debt of assets, whether in cash, property or
securities, distributable to the holders of Senior Debt under the provisions
hereof to which Lender would be entitled except for the provisions of this
Section 9, and no payment over pursuant to the provisions of this Section 9 to
the holders of Senior Debt by Lender shall, as between Borrower, its creditors
(other than the holders of Senior Debt) and lender, be deemed to be a payment by
Borrower to or on account of Senior Debt, it being understood that the
provisions of this Section 9 are, and are intended, solely for the purpose of
defining the relative rights of Lender, on the one hand, and the holders of
Senior Debt, on the other hand.

     9.4 Obligations of Borrower Unconditional. Nothing contained in this
Section 9 or elsewhere in this Agreement or in the Note is intended to or shall
impair or affect, as between Borrower, its creditors (other than the holders of
Senior Debt) and Lender, the obligation of Borrower, which is absolute and
unconditional, to pay to Lender the principal of, premium, if any, and interest
on, the Note, as and when the same shall become due and payable in accordance
wits terms, or to affect the relative rights of Lender and creditors of Borrower
other than the holders of Senior Debt, nor shall anything herein or therein
prevent or limit Lender from exercising all remedies otherwise permitted by
applicable law upon the happening of an Event of Default hereunder, subject to
the rights, if any, under this Section 9 of the holders of Senior Debt in
respect of assets, whether in cash, property or securities, of

                                       2

<PAGE>

Borrower received upon the exercise of any such remedy. Nothing contained in
this Section 9 or elsewhere in this Agreement or in the Note, shall, except
during the pendency of any dissolution, winding-up, total or partial
liquidation, reorganization, recapitalization or readjustment of Borrower or its
securities (whether voluntary or involuntary, or in bankruptcy, insolvency,
reorganization, liquidation or receivership proceedings, or upon an assignment
for the benefit of creditors, of any other marshalling of assets and liabilities
of Borrower or otherwise), affect the obligation of Borrower to make, or prevent
Borrower from making, at any time (except under the circumstances described in
Section 9.5 hereof), payment of principal of, premium, if any, or interest on,
the Note.

     9.5 Borrower not to Make Payments with Respect to Note in Certain
Circumstances.

          9.5.1 Upon the maturity of any Senior Debt by lapse of time,
acceleration or otherwise, all principal thereof and interest thereon and all
other obligations in respect thereof shall first be paid in full in cash or cash
equivalents, or such payment duly provided for, before any payment is made on
account of principal of, premium, if any, or interest on the Note in cash or
property (other than property as to which the Security Agreement and Second Deed
of Trust expressly provides is subject to a first Lien in favor of Lender), or
to acquire or repurchase the Note.

          9.5.2 Upon the happening of an event of default (as such term is used
in any instrument governing Senior Debt) in respect of the payment of any Senior
Debt, then, unless and until such default shall have been cured or waived by the
holders of such Senior Debt or shall have ceased to exist, no payment shall be
made by Borrower with respect to the principal of, premium, if any, or interest
on the Note in cash or property or to acquire or repurchase the Note.

          9.5.3 Upon the happening of a default or an event of default with
respect to any Senior Debt as such terms are used in such instruments, other
than a default in payment of the principal of, premium, if any, or interest on
the Senior Debt, or if an event of default would result upon any payment with
respect to the Note, upon written notice of (i) the default given to Borrower,
each Guarantor and Lender by holders of Senior Debt representing a majority of
the principal amount thereof or their representative, or (ii) the event of
default given to Borrower, each Guarantor and Lender by the holders of Senior
Debt representing a majority of the principal amount thereof or their
representative, then, unless and until such default or event of default has been
cured or waived or otherwise has ceased to exist, no payment may be made by
Borrower with to the principal of, premium, if any, or interest on the Note in
cash or property (other than property as to which the Security Agreement and
Second Deed of Trust expressly provides is subject to a first Lien in favor of
Lender), or to acquire or repurchase the Note for cash or property.
Notwithstanding the foregoing, (i) if the event of default in respect of Senior
Debt relates solely to the failure of Borrower to make payments to Lender on the
Note and such default can be cured by payment of funds in the Shortfall Reserve
Account, then such funds may be applied to such payment; and (ii) unless the
Senior Debt in respect of which such default or event of default exists has been
declared due and payable in its entirety, in the case of a default, within
thirty (30) days and, in the case

                                       3

<PAGE>

of an event of default, within 180 days after the date written notice of such
default or event of default is delivered as set forth above (the "payment
Blockage Period"), and such declaration has not been rescinded, Borrower is
required then to pay all sums not paid to Lender during the Payment Blockage
Period due to the foregoing prohibitions and to resume all other payments as and
when due on the Note. Any number of such notices may be given; provided,
however, that (x) during any 360 consecutive days, the aggregate of all Payment
Blockage Periods shall not exceed 180 days, (y) there shall be a period of at
least 180 consecutive days during each continuous 360-day period when no Payment
Blockage Period is in effect, and (z) any default or event of default that
resulted in the commencement of a 180-day period may not be the basis for the
commencement of any other 180-day period.

     In the event that, notwithstanding the foregoing provisions of this Section
9.5, any payment or distribution of assets of Borrower, whether in cash,
property (except as aforesaid) or securities (other than equity interests in
Borrower), shall be received by Lender at a time when such payment or
distribution should not have been made because of Section 9.5, such payment or
distribution (subject to the provisions of Sections 9.6 and 9.7) shall be held
in trust for the benefit of the holders of, and shall be paid or delivered by
Lender, to the holders of the Senior Debt remaining unpaid or unprovided for or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Debt held or represented by each, for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all Senior Debt in full after giving effect to any concurrent
payment or distribution to the holders of such Senior Debt.

     9.6 Lender Entitled to Assume Payments not Prohibited in Absence of Notice.
Lender shall not at any time be charged with knowledge of the existence of any
facts which would prohibit the making of any payment to Lender, unless and until
Lender shall have received written notice thereof at its address set forth for
notice in Section 11.1 hereof from Borrower or from one or more holders of
Senior Debt or from any representative thereof or trustee therefor, and, prior
to the receipt of any such written notice, Borrower shall be entitled to assume
conclusively that no such facts exist, and shall be fully protected in making
any such payment in any such event.

     Lender shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself or itself to be a holder of Senior Debt (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of Senior debt or a trustee on behalf of any such holder. In the
event that Lender determines in good faith that further evidence is required
with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Section 9, Lender
may request such Person to furnish evidence to the reasonable satisfaction of
Lender as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Section 9, and, if
such evidence is not furnished, Lender may defer any payment to such Person
pending judicial determination as to the right of such Person to receive
such payment.

                                       4

<PAGE>

     9.7 Application by Lender of Monies Deposited with it. Any deposit of
monies by Borrower with Lender for the payment of the principal of, premium, if
any, or interest on, the Note shall be subject to the provisions of Section 9.1,
9.2, 9.3 and 9.5 hereof, except (a) as otherwise provide in Section 9.5 and (b)
that, if prior to the opening of business on the second Business day next prior
to the date on which, by the terms of this Agreement, any such monies may become
payable for any purpose (including, without limitation, the payment of principal
of, premium, if any, or interest on the Note) Lender shall not have received
with respect to such monies the notice provided for in Section 9.6, then Lender
shall have the full power and authority to receive such monies and to apply such
monies to the purpose for which they were received, and shall not be affected by
any notice to the contrary which may be received by it on or after such date;
without, however, limiting any rights that holders of Senior Debt may have to
recover any such payments from Lender in accordance with the provisions of this
Section 9.

     9.8 Subordination Rights Not Impaired by Acts or Omissions of Borrower or
Holders of Senior Debt. No right of any present or future holder of any Senior
Debt to enforce subordination, as herein provided, shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of Borrower
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Borrower with the terms, provisions and covenants of this
Agreement, the Note, or any other agreement or instrument regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

     Lender, by its acceptance thereof, undertakes and agrees for the benefit of
each holder of Senior Debt to execute, verify, deliver and file any proofs of
claim, consents, assignments or other instruments that any holder of Senior Debt
may at any time require in order to prove and realize upon any rights or claims
pertaining to the Note and to effectuate the full benefit of the subordination
contained in this Section 9, and upon failure of Lender so to do, any such
holder of Senior debt (or a trustee or representative on its behalf) shall be
deemed to be irrevocably appointed the agent and attorney-in-fact of Lender to
execute, verify, deliver and file any such proofs of claim, consents,
assignments or other instrument.

     Without limiting the effect of the first paragraph of this Section 9.8, any
holder of Senior Debt may at any time and from time to time without the consent
of or notice to Lender, without impairing or releasing any of the rights of any
such holder of Senior Debt hereunder, upon or without any terms or conditions
and in whole or in part:

          (i) change the manner, place or terms of payment, or change or extend
the time of payment of or increase the amount of, renew or alter, any Senior
Debt or any other liability of Borrower to such holder, any security therefor,
or any liability incurred directly or indirectly in respect thereof, and the
provisions hereof shall apply to the Senior Debt of such holder as so changed,
extended, renewed or altered;

          (ii) sell, exchange, release, surrender, realize upon or otherwise
deal with in any manner and in any order any property by whomsoever at any time
pledged or mortgaged to secure, or however securing, any Senior Debt or any
other liability of Borrower

                                       5

<PAGE>

to such holder or any other liabilities incurred directly or indirectly in
respect thereof or hereof, any offset against it;

          (iii) exercise or refrain from exercising any rights or remedies
against Borrower or others or otherwise act or refrain from acting or for any
reason fail to file, record or otherwise perfect any security interest in or
lien on any Borrower or any other Person;

          (iv) settle or compromise any Senior Debt or any other liability of
Borrower to such holder or any security therefor, or any liability incurred
directly or indirectly in respect thereof or hereof, and may subordinate the
payment of all or any part thereof to the payment of any liability (whether due
or not) of Borrower to creditors of Borrower other than such holder; and

          (v) apply any sums by whomsoever paid however realised to any
liability or liabilities of Borrower to such holder (other than in respect of
the Note or any liability or liabilities which rank pari passu or junior in
right of payment to the Note) regardless of what liability or liabilities of
Borrower to such holder remain unpaid.

     9.9. Section 9 not Prevent Events of Default. The failure to make a payment
on account of principle of, premium, if any, or interest on, the Note by reason
by any provision in this Section 9 shall not be construed as preventing the
occurence of an Event of Default.

                                       6