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WHEN RECORDED MAIL TO:

O'MELVENY & MYERS
1999 Avenue of the Stars, Suite 700
Los Angeles, California  90067
Attention:  Dean Pappas, Esq.
File No.:  843,112-044


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                    (Space above line is for Recorder's use)

              DEED OF TRUST, FIXTURE FILING AND FINANCING STATEMENT
                AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


          THIS DEED OF TRUST, FIXTURE FILING AND FINANCING STATEMENT AND 
SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS (this "DEED OF TRUST"), made as 
of the 14 day of April, 1998, by and among SANTA FE HOTEL INC., a Nevada 
corporation, as debtor and trustor ("TRUSTOR"), UNITED TITLE OF NEVADA, as 
trustee ("TRUSTEE"), and SUNAMERICA LIFE INSURANCE COMPANY, an Arizona 
corporation, as Collateral Agent on behalf of itself and each of the Holders, 
as secured party and beneficiary ("BENEFICIARY").

                              W I T N E S S E T H:

          THAT TRUSTOR HEREBY:

          GRANTS, bargains, sells, transfers, conveys and assigns the 
following described real property and related collateral to Trustee, IN 
TRUST, WITH POWER OF SALE, to have and to hold the same unto Trustee and its 
successors in interest, for the benefit of and on behalf of Beneficiary, upon 
the trusts, covenants and agreements herein expressed:

          DESCRIPTION OF REAL PROPERTY COLLATERAL

          All that certain real property, and the interests of Trustor 
therein, situate in the County of Clark, State of Nevada, that is more 
particularly described on that certain exhibit marked "EXHIBIT A", affixed 
hereto and by this reference incorporated herein and made a part hereof (the 
"LAND");

          Together with all right, title and interest of Trustor, now owned 
or hereafter acquired, in and to any land lying within the right-of-way of 
any street, open or proposed, adjoining any of the Land and any and all 
sidewalks, alleys and strips and gores of land adjacent to or used in 
connection with any of the Land, with appurtenances ("ADJACENT INTERESTS"); 

          Together with all right, title and interest of Trustor in and to 
all buildings, structures and all other improvements and fixtures that are or 
may hereafter be erected or placed on or in the Land and all rights and 
interests of Trustor in and to all buildings, structures and other 
improvements and fixtures that are or may hereafter be erected or placed on 
or in Adjacent Interests (collectively, the "IMPROVEMENTS");


                                       1


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          Together with all right, title and interest of Trustor in and to 
all and singular the tenements, hereditaments and appurtenances belonging or 
in any wise appertaining to any of the Land, Adjacent Interests or 
Improvements (collectively, the "APPURTENANCES");

          Together with all rents, issues, products, earnings, revenues, 
payments, profits, royalties, room fees and charges and other proceeds and 
income of or from any of the foregoing or of or from any of the Leases, as 
hereinafter defined (collectively, the "RENTS"), subject, however, in the 
case of Rents, to the absolute assignment given to Beneficiary in SECTION 12 
hereof, to which SECTION 12 this grant to the Trustee is subject and 
subordinate;

          Together with all leasehold estate, right, title and interest of 
Trustor in and to all leases, subleases, licenses, concessions, franchises 
and other use or occupancy agreements (including, without limitation, each 
room occupancy agreement from time to time), as the same may be from time to 
time amended, modified, extended or renewed (collectively, "LEASES"), 
covering any of the Land, Adjacent Interests, Improvements (including the 
hotel rooms) or Appurtenances, now or hereafter existing or entered into, and 
all right, title and interest of Trustor thereunder, including, without 
limitation, the right to all security deposits, advance rentals or room 
fees/charges, other deposits, and all payments of similar nature, relating 
thereto;

          Together with all right, title and interest of Trustor in and to 
all water rights and rights to the use of water now or hereafter appurtenant 
to or used in connection with any of the Land, Adjacent Interests, 
Improvements or Appurtenances ("WATER RIGHTS");

          Together with any and all other estate, right, title, interest, 
property, possession, claim or demand, in law or in equity, which Trustor now 
has or may hereafter acquire in or to any of the Land, Adjacent Interests, 
Improvements, Appurtenances, Rents, Leases and Water Rights, or pertaining or 
appurtenant thereto, and all reversions and remainders thereof, and all 
tenements, hereditaments and appurtenances thereunto belonging or in any wise 
appertaining thereto ("OTHER INTERESTS") (said Land, Adjacent Interests, 
Improvements, Appurtenances, Rents, Leases, Water Rights and Other Interests 
may be referred to herein as the "REAL PROPERTY").

          THAT TRUSTOR HEREBY:

          GRANTS a security interest, pursuant to the Nevada Uniform 
Commercial Code -- Secured Transactions, to Beneficiary on the terms and 
provisions (by this reference incorporated herein with respect to the 
security interest herein granted and the rights and obligations of the 
parties with respect to the Personal Property, as hereinafter defined, but 
for no other purpose) set forth in that certain Security Agreement dated as 
of even date herewith by and between Trustor, as Grantor, and Beneficiary, as 
Secured Party (the "COMPANY SECURITY AGREEMENT"), subject to all applicable 
Gaming Laws, in all of Trustor's right, title and interest in and to the 
following described personal property, whether now owned or hereafter 
acquired (collectively, the "PERSONAL PROPERTY"):

                     DESCRIPTION OF PERSONAL PROPERTY COLLATERAL

          (a)  All present and future chattels, furniture, furnishings, 
goods, equipment, fixtures and all other tangible personal property, of 
whatever kind and nature, now or hereafter used in connection with or placed 
or located in or on any part of the Real Property (including, without 
limitation, any building or structure that is now or that may hereafter be 
erected on the Real Property), including, but not limited to, machinery, 
materials, goods and equipment now or hereafter used in any construction or 
operation relating thereto (including, without limitation, air conditioning, 
heating, electrical, lighting, fire fighting and fire prevention, food and 
beverage service, laundry, plumbing, refrigeration, security, sound, 
signaling, 


                                       2

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telephone, television, window washing and other equipment and fixtures, of 
whatever kind or nature, including generators, transformers, switching gear, 
boilers, burners, furnaces, piping, sprinklers, sinks, tubs, valves, 
compressors, motors, carts, dumb waiters, elevators and other lifts, floor 
coverings, hardware, keys, locks, organs, pianos, planters, railings, scales, 
shelving, signs, tools, machinery, molds, dies, drills, presses, planers, 
saws, furniture, business fixtures, trade fixtures, electric, gas and other 
motor vehicles, uniforms, vacuum cleaners, hotel furniture, furnishings and 
equipment, bathroom furniture and furnishings (including towels, bathmats, 
hamperettes, shower curtains and other bath linen), beds and bedding 
(including mattresses, springs, pillows, bed pads, sheets, blankets, 
comforters, spreads and other bed linens and furnishings), bric-a-brac, 
chairs, chests, vanities, secretaries, bureaus, chiffonniers, love seats, 
benches, costumers, smoking stands, sand jars, desks, dressers, hangings, 
paintings, pictures, frames, sculptures, lamps, light bulbs, mirrors, night 
stands, ornaments, radios, stereo equipment, sofas, statuary, tables, 
telephones, televisions, vases, window coverings, foodstuffs, beverages 
(including beer, wine, liquor and other alcoholic beverages), and other 
consumables (including soap, shampoo, cleaning supplies and paper goods), 
cutlery, cooking, baking and other kitchen utensils and apparatus (including 
crockery, fryers, grills, kettles, mixers, pots, pans, pails, racks, steamers 
and toasters), china and other dishes, flatware, glassware, hollowware, 
serving pieces, trays, table linens, washers, dryers, irons, ironing boards 
and other ironing equipment, cables, outlets, plugs, wiring and related 
apparatus and fixtures, card readers, cash registers, adding machines, 
calculators, computers, keyboards, monitors, printers, printing equipment, 
envelopes, stationary, posting machines, blank forms, typewriters, typewriter 
stands, other office and accounting equipment and supplies, time stamps, time 
recorders, bookkeeping machines, checking machines, payroll machines, 
computer reservations systems, and all other goods, equipment, furnishings, 
apparatus and fixtures which are now or may hereafter be located at or used 
at or in connection with the Real Property) and all other tangible personal 
property used or to be used at or in connection with, or placed or to be 
placed in, rooms, halls, lounges, offices, lobbies, lavatories, basements, 
cellars, vaults or other portions of the Real Property or any facilities on 
the Real Property or of any other building or buildings hereafter constructed 
or erected thereon, whether herein enumerated or not, and whether or not 
contained in any such building, and which are used or to be used or useful in 
the operation and maintenance thereof, or in any business conducted thereon, 
together with all replacements and substitutions for any and all personal 
property in which Trustor has an interest, including without limitation such 
goods and equipment as shall from time to time be located, placed, installed 
or used in or upon, or procured for use, or to be used or useful in 
connection with the operation of the whole, or any part of, the Real Property 
or any facilities on the Real Property and all parts thereof and all 
accessions thereto; EXCLUDING, HOWEVER, any and all gaming equipment that is 
subject to Gaming Laws and located within or used in connection with the Real 
Property.

          (b)  All present and future inventory and merchandise in all of its 
forms (including, but not limited to, (i) all goods held by Trustor for sale 
or lease or to be furnished under contracts of service or so leased or 
furnished, (ii) all raw materials, work in process, (iii) all goods in which 
Trustor has an interest in mass or a joint or other interest or right of any 
kind, (iv) all goods that are returned to or repossessed by Trustor, and (v) 
all accessions thereto and products thereof);

          (c)  All present and future accounts, accounts receivable, rentals, 
revenues, receipts, payments, and income of any nature whatsoever derived 
from or received with respect to any facilities on the Real Property, 
agreements and contracts, leases, contract rights, rights to payment, 
instruments, documents, chattel paper, security agreements, guaranties, 
undertakings, surety bonds, insurance policies, condemnation deposits and 
awards, notes and drafts, securities, certificates of deposit and the right 
to receive all payments thereon or in respect thereof (whether principal, 
interest, fees or otherwise), contract rights (other than rights under 
contracts or governmental permits that may not be transferred by law), 
including, without limitation, rights to all deposits from tenants and other 
users of the Real Property or any facilities on the Real Property, rights 
under all contracts relating to the construction, renovation or restoration 
of any of the improvements now or hereafter located on the Real Property or 
the financing thereof and all rights under payment or performance bonds, 
warranties, and guaranties, and all rights to payment from any 


                                       3

<PAGE>

credit/charge card organization or entity such as or similar to, and 
including, without limitation, the organizations or entities that sponsor and 
administer, respectively, the American Express Card, the Carte Blanche Card, 
the Diners Club Card, the Discover Card, the MasterCard and the Visa Card, 
books of account, and principal, interest and payments due on account of 
goods sold, services rendered, loans made or credit extended, on or in 
connection with the Real Property or any facilities on the Real Property and 
all forms of obligations owing to and rights of Trustor or in which Trustor 
may have any interest, however created or arising;

          (d)  All present and future right, title and interest of Trustor in 
and to all leases, subleases, licenses, concessions, franchises and other use 
or occupancy agreements (including room occupancy agreements), and any 
amendments, modifications, extensions or renewals thereof, whether or not 
specifically herein described, which now or may hereafter pertain to or 
affect the Real Property or any portion thereof, and all amendments to the 
same, including, but not limited to, the following: (i) all payments due and 
to become due under such Leases, whether as rent, damages, insurance 
payments, condemnation awards, or otherwise; (ii) all claims, rights, powers, 
privileges and remedies under such Leases; and (iii) all rights of the 
Trustor under such Leases to exercise any election or option, or to give or 
receive any notice, consent, waiver or approval, or to accept any surrender 
of the premises or any part thereof, together with full power and authority 
in the name of the Trustor, or otherwise, to demand and receive, enforce, 
collect, and receipt for any or all of the foregoing, to endorse or execute 
any checks or any instruments or orders, to file any claims, and to take any 
other action that Beneficiary may deem necessary or advisable in connection 
therewith; 

          (e)  All fees, income, rents, issues, profits, oil, gas and mineral 
rights, royalties and leaseholds, all earnings, receipts, royalties and revenues
(including, without limitation, revenue from hotel guests) which accrue from any
of the Property (as hereinafter defined) or which may be received or receivable 
by Trustor from any hiring, using, leasing, subhiring or subleasing therefor;

          (f)  All present and future deposit accounts of Trustor, any 
demand, time, savings, passbook or like account maintained by Trustor with 
any bank, savings and loan association, credit union or like organization, 
and all money, cash and cash equivalents of Trustor, whether or not deposited 
in any such deposit account;

          (g)  All present and future general intangibles (including but not 
limited to all governmental permits relating to construction or other 
activities on the Real Property), all tax refunds of every kind and nature to 
which Trustor now or hereafter may become entitled, however arising, all 
other refunds, and all deposits, goodwill, choses in action, rights to 
payment or performance, judgments taken on any rights or claims included in 
the Property (as hereinafter defined), trade secrets, computer programs, 
software, customer lists, business names, trademarks, trade names and service 
marks, patents, patent applications, licenses, copyrights, technology, 
processes, proprietary information and insurance proceeds;

          (h)  All present and future books and records, including, without 
limitation, books of account and ledgers of every kind and nature, ledger 
cards, computer programs, tapes, disks and other information storage devices, 
all related data processing software, and all electronically recorded data 
relating to Trustor or its business or the Real Property, all receptacles and 
containers for such records, and all files and correspondence;

          (i)  All present and future maps, plans, specifications, surveys, 
studies, reports, data and drawings (including, without limitation, 
architectural, structural, mechanical and engineering plans and 
specifications, studies, data and drawings) prepared for or relating to the 
Real Property or the construction, renovation or restoration of any 
improvements on the Real Property or the extraction of minerals, sand, 


                                       4

<PAGE>

gravel or other valuable substances from the Real Property, together with all 
amendments and modifications thereto;

          (j)  All present and future licenses, permits, variances, special 
permits, franchises, certificates, rulings, certifications, validations, 
exemptions, filings, registrations, authorizations, consents, approvals, 
waivers, orders, rights and agreements (including options, option rights and 
contract rights), other than those (including non-transferable gaming 
permits) that may not be transferred by law, now or hereafter obtained by 
Trustor from any governmental authority having or claiming jurisdiction over 
the Real Property or any other element of the Property or providing access 
thereto, or the operation of any business on, at, or from the Real Property;

          (k)  All present and future stocks, bonds, debentures, securities, 
subscription rights, options, warrants, puts, calls, certificates, 
partnership interests, joint venture interests, investments, brokerage 
accounts and all rights, preferences, privileges, dividends, distributions, 
redemption payments and liquidation payments received or receivable with 
respect thereto;

          (l)  All present and future accessions, appurtenances, components, 
repairs, repair parts, spare parts, replacements, substitutions, additions, 
issue and improvements to or of or with respect to any of the foregoing;

          (m)  All other fixtures and storage and office facilities, and all 
accessions thereto and products thereof and all water stock relating to the 
Real Property;

          (n)  All other tangible and intangible personal property of Trustor;

          (o)  All rights, remedies, powers and privileges of Trustor with 
respect to any of the foregoing; and

          (p)  Any and all fees, proceeds, products, rents, income, and 
profits of any of the foregoing, including, without limitation, all money, 
accounts, general intangibles, deposit accounts, documents, instruments, 
chattel paper, goods, insurance proceeds (whether or not the Trustee or 
Beneficiary is the loss payee), and any other tangible or intangible property 
received upon the sale or disposition of any of the foregoing (it being 
agreed, for purposes hereof, that the term "PROCEEDS" includes whatever is 
receivable or received when any of the Personal Property is sold, collected, 
exchanged or otherwise disposed of, whether such disposition is voluntary or 
involuntary).  Notwithstanding anything to the contrary contained herein, 
Beneficiary acknowledges that it has no security interest in (x) any cash of 
Trustor described in CLAUSES (d), (e), (f), (g) and (k) above, to the extent 
such a security interest is prohibited by any Gaming Laws, or (y) any deposit 
account described in CLAUSE (f) above, to the extent such a security interest 
is not permitted by applicable law;

          (The Real Property, the Personal Property and all of the other 
collateral described above may hereinafter be collectively referred to as the 
"PROPERTY");

          FOR THE PURPOSE OF SECURING:

          FIRST:  Payment when due, whether at stated maturity, by required 
prepayment, declaration, acceleration, demand or otherwise (including payment 
of amounts that would become due but for the operation of the automatic stay 
under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of 
all obligations and liabilities of every nature of Trustor, now, heretofore 
or hereafter existing under or arising out of or in connection with that 
certain Note Purchase Agreement of even date herewith, among Santa Fe Gaming 
Corporation, a Nevada corporation ("SFG"), Trustor, Beneficiary and Credit 
Suisse First Boston 


                                       5

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Mortgage Capital LLC, a Delaware limited liability company (the "NOTE 
PURCHASE AGREEMENT") (it being acknowledged and agreed that all initially 
capitalized terms used herein without definition shall have the meanings 
given such terms in the Note Purchase Agreement), or the promissory notes 
issued to the Beneficiary and the other Holders to evidence such obligations 
and liabilities, together with any and all renewals, extensions, amendments, 
modifications, rearrangements, replacements, restatements, substitutions and 
addenda thereof or thereto (herein referred to as the "NOTES"), whether for 
principal in the maximum principal amount of Fourteen Million Dollars 
($14,000,000) in the aggregate or such principal amount as may be advanced 
and remain unpaid or for interest (including, without limitation, interest 
that, but for the filing of a petition in bankruptcy with respect to Trustor, 
would accrue on such obligations), fees, expenses, indemnities or otherwise, 
whether voluntary or involuntary, direct or indirect, absolute or contingent, 
liquidated or unliquidated, whether or not jointly owed with others, and 
whether or not from time to time decreased or extinguished and later 
increased, created or incurred, and all or any portion of such obligations or 
liabilities that are paid, to the extent all or any part of such payment is 
avoided or recovered directly or indirectly from Beneficiary as a preference, 
fraudulent transfer or otherwise.

          SECOND:  Payment and performance of every obligation, covenant, 
promise and agreement of Trustor herein contained, or incorporated herein by 
reference, including any sums paid or advanced by Beneficiary or Trustee 
pursuant to the terms hereof.

          THIRD:  Payment of the expenses and costs incurred or paid by 
Beneficiary in the preservation and enforcement of the rights and remedies of 
Beneficiary and the duties and liabilities of Trustor hereunder, including, 
but not by way of limitation, attorneys' fees, court costs, witness fees, 
expert witness fees, collection costs, Trustee's fees and costs of a 
Trustee's Sale Guarantee, and costs and expenses paid by Beneficiary in 
performing for Trustor's account any obligation of Trustor.

          FOURTH:  Payment of additional sums and interest thereon which may 
hereafter be loaned to Trustor by Beneficiary when evidenced by a promissory 
note or notes or other writing that recites that this Deed of Trust is 
security therefor.

          FIFTH:   Performance of every obligation, warranty, 
representation, covenant, agreement and promise of Trustor contained in the 
Note Purchase Agreement, Company Security Agreement and all other Basic 
Documents, except the Company Environmental Indemnity.

          The foregoing are described herein as the "OBLIGATIONS".  All 
persons who may have or acquire an interest in all or any part of the 
Property will be considered to have notice of, and will be bound by, the 
terms of the Obligations and each other agreement or instrument made or 
entered into in connection with each of the Obligations.  Such terms include 
any provisions in the Notes or the Note Purchase Agreement which permit 
borrowing, repayment and reborrowing, or which provide that the interest rate 
on one or more of the Obligations may vary from time to time.

          THIS DEED OF TRUST FURTHER WITNESSETH THAT, IN CONNECTION WITH AND 
IN FURTHERANCE OF THE FOREGOING GRANTS, AND THE ENCUMBRANCES, LIENS AND 
SECURITY INTERESTS CREATED THEREBY, TRUSTOR COVENANTS AND AGREES AS FOLLOWS: 

          1.   CERTAIN REPRESENTATIONS AND WARRANTIES.  Trustor represents, 
warrants and covenants that, except as set forth in the Note Purchase 
Agreement or as disclosed to Beneficiary, prior to the date hereof, in a 
writing making reference to this SECTION 1 of this Deed of Trust:


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               (a)  Trustor lawfully possesses and holds fee simple title to all
     of the Land and Improvements subject to the lien created by the Company
     Indenture Deed of Trust and the permitted exceptions set forth on "EXHIBIT
     B" attached hereto and incorporated herein by this reference (the
     "PERMITTED EXCEPTIONS");

               (b)  Subject to the Permitted Exceptions, Trustor has or will
     have good title to all Property other than the Land and Improvements;

               (c)  Trustor has the full and unlimited power, right and
     authority to encumber the Property and assign the Rents as provided herein;

               (d)  Upon execution and recordation of the Subordination and
     Intercreditor Agreement, this Deed of Trust will create a first priority
     lien on the Property, subject to only the Permitted Exceptions;

               (e)  Subject to the Permitted Exceptions and Permitted Liens,
     Trustor owns the Personal Property free and clear of any security
     agreements, reservations of title or conditional sales contracts, and with
     respect to Personal Property acquired after the date hereof Trustor will
     own such Personal Property free and clear of any security agreements,
     reservations of title or conditional sales contracts subject to the
     Permitted Exceptions and nonrecourse Indebtedness incurred solely to
     finance the purchase of furniture, fixtures or equipment for use in the
     operations of Permitted Lines of Business secured by a Lien on such
     furniture, fixtures or equipment (including gaming equipment) ("PERMITTED
     FF&E LIENS");

               (f)  Other than the Permitted Exceptions and Permitted Liens,
     there is no financing statement affecting the Personal Property on file in
     any public office other than the security interest herein granted;

               (g)  Trustor's place of business, or its chief executive office
     if it has more than one place of business, is located at the address
     specified in SECTION 48(a) hereof;

               (h)  No part of the Property is in the hands of a receiver, no
     application for a receiver is pending with respect to any portion of the
     Property, and no part of the Property is subject to any foreclosure or
     similar proceeding;

               (i)  There is no pending or, to the best of Trustor's knowledge,
     threatened, litigation, action, proceeding or investigation, including,
     without limitation, any condemnation proceeding, against Trustor or the
     Property before any court, governmental or quasi-governmental, arbitrator
     or other authority;

               (j)  Access to and egress from the Property are available and
     provided by public streets, and Trustor has no knowledge of any federal,
     state, county, municipal or other governmental plans to change the highway
     or road system in the vicinity of the Property or to restrict or change
     access from any such highway or road to the Property;

               (k)  Adequate utilities services exist for the current ownership,
     use, occupancy, operation and maintenance of the Property, and, to the best
     of Trustor's knowledge, Trustor is not in default of any obligation to any
     utility service provider;

               (l)  The Property is located in a zoning district designated C2
     of the City of Las Vegas, County of Clark, State of Nevada.  Such
     designation permits the development, use and 


                                       7

<PAGE>

     operation of the Property as a hotel and casino and as it is currently 
     operated as a matter of right and not as a non-conforming use (except 
     that a conditional use permit may be required to permit non-restricted 
     casino operations that are included in a hotel).  The Property complies 
     in all material respects with all requirements, conditions and 
     restrictions, including but not limited to deed restrictions and 
     restrictive covenants, applicable to the Property;

               (m)  Except for those that are Permitted Exceptions, there are no
     special or other assessments for public improvements or otherwise now
     affecting the Property, nor does Trustor know of any pending or threatened
     special assessments affecting the Property or any contemplated improvements
     affecting the Property that may result in special assessments.  Except for
     those that are Permitted Exceptions, there are no tax abatements or
     exceptions affecting the Property;

               (n)  Trustor has not received any notice from any governmental
     body having jurisdiction over the Property as to any violation of any
     applicable law, or any notice from any insurance company or inspection or
     rating bureau setting forth any requirements as a condition to the
     continuation of any insurance coverage on or with respect to the Property
     or the continuation thereof at premium rates existing at present which have
     not been remedied or satisfied;

               (o)  Except for those that are Permitted Exceptions, there are no
     occupancy rights (written or oral), reciprocal easement agreements, Leases
     or tenancies presently affecting any part of the Property.

               (p)  Except for those that are Permitted Exceptions, there are no
     options, purchase contracts or other similar agreements of any type
     (written or oral) presently affecting any part of the Property;

               (q)  Except for those that are Permitted FF&E Liens or Permitted
     Exceptions, and except as otherwise disclosed to Beneficiary in writing
     prior to the date hereof, (i) there are no contracts presently affecting
     the Property ("CONTRACTS") having a term in excess of one hundred eighty
     (180) days or not terminable by Trustor (without penalty) on thirty (30)
     days' notice; (ii) Trustor has heretofore delivered to Beneficiary true and
     correct copies of each of the Contracts together with all amendments
     thereto; (iii) to the best of Trustor's knowledge, Trustor is not in
     default of any obligations under any of the Contracts; and (iv) the
     Contracts represent the complete agreement between Trustor and such other
     parties as to the services to be performed or materials to be provided
     thereunder and the compensation to be paid for such services or materials,
     as applicable, and except as otherwise disclosed herein, such other parties
     possess no unsatisfied claims against Trustor.  To the best of Trustor's
     knowledge, Trustor is not in default under any of the Contracts and no
     event has occurred which, with the passing of time or the giving of notice,
     or both, would constitute a default under any of the Contracts;

               (r)  Trustor currently has all permits ("PERMITS") necessary or
     desirable for the use, ownership, development, occupancy and maintenance of
     the Property as used as of the date hereof.  None of the Permits has been
     suspended or revoked, and all of the Permits are in full force and effect,
     are fully paid for, and Trustor has made or will make application for
     renewals of any of the Permits prior to the expiration thereof; and

               (s)  All insurance policies held by Trustor relating to or
     affecting the Property are in full force and effect and shall remain in
     full force and effect (unless replaced with new policies that meet the
     requirements set forth in SECTION 6 hereof) through the date of payment and
     satisfaction in full of the Obligations.  Trustor has not received any
     notice of default or notice 


                                       8

<PAGE>

     terminating or threatening to terminate any such insurance policy and 
     Trustor has made or will make application for renewals of any of such 
     insurance policies prior to the expiration thereof.

          2.   PAYMENT OF OBLIGATIONS.  Trustor shall pay when due all 
Obligations secured hereby, including, without limitation, the principal of 
and interest on the indebtedness evidenced by the Notes, all charges, fees 
and other sums as provided in the Basic Documents, and the principal of and 
interest on any other indebtedness secured by this Deed of Trust.

          3.   COMPLIANCE WITH LAWS.  Trustor shall not commit, suffer or 
permit any act to be done, or condition to exist, on, or with respect to, the 
Property which violates or is prohibited by any law, statute, code, act, 
ordinance, order, judgment, decree, injunction, rule, regulation, permit, 
license, authorization or direction of any government or subdivision thereof, 
whether it be federal, state, county or municipal (collectively, "LEGAL 
REQUIREMENTS"), which is applicable to the Property, or any part thereof, now 
or at any time hereafter.

          4.   MAINTENANCE OF PROPERTY.  Trustor agrees: (a) properly to care 
for and keep said Property in good condition and repair; (b) not to remove, 
demolish or substantially alter any building on the Real Property except (i) 
in compliance with the terms of this Deed of Trust relating to the occurrence 
of a casualty or condemnation, or (ii) upon the prior written consent of 
Beneficiary; (c) to complete promptly and in a good and workmanlike manner 
any building or other improvement which may be constructed thereon, to 
restore promptly in like manner any portion of the Improvements (and any 
other improvements located on the Real Property, whether or not such 
improvements are owned by Trustor) which may be damaged or destroyed from any 
cause whatsoever, and to pay when due all claims for labor performed and 
materials furnished therefor; (d) to comply with all laws, ordinances, 
regulations, covenants, conditions and restrictions now or hereafter 
affecting the Property or any part thereof, including any which require 
alteration or improvement thereof, and with all requirements of insurance 
companies insuring the Property or any portion thereof and of any bureau or 
agency which establishes standards of insurability; (e) not to commit or 
permit any waste or deterioration of the Property; (f) to keep and maintain 
abutting grounds, sidewalks, roads, parking and landscaped areas in good and 
neat order and repair; (g) not to apply for, willingly suffer or permit any 
change in zoning, subdivision, or land use regulations affecting the Property 
without the prior written consent of Beneficiary (provided that Beneficiary's 
consent shall not be unreasonably withheld or delayed with respect to any 
proposed changes to zoning, subdivision or land use regulations required in 
connection with the development of the Non-Gaming Hotel or the ground lease 
described in SECTION 15(b)); (h) not to drill or extract or enter into any 
lease for the drilling for or extraction of oil, gas or other hydrocarbon 
substances or any mineral of any kind or character on or from the Property or 
any part thereof without the prior written consent of Beneficiary; and (i) to 
do all other acts, in a timely and proper manner, which, from the character 
or use of the Property, may be reasonably necessary to maintain and preserve 
its value, the specific enumerations herein not excluding the general.

          5.   ENVIRONMENTAL OBLIGATIONS.

          (a)  Trustor shall comply with, and shall use its best efforts to 
cause each occupant of the Property to comply with, any and all Environmental 
Laws (as hereinafter defined) regarding the presence or removal of Hazardous 
Material (as hereinafter defined) on or in the Property, shall pay 
immediately, when due, the costs of removal from the Property and disposal of 
any Hazardous Material which is required to be removed pursuant to any 
Environmental Laws and shall keep the Property free of any lien which may 
arise pursuant to any such Environmental Laws.  Trustor shall not, and shall 
not permit any person or entity (including any tenant or other occupant of 
the Property), to release, discharge, or dispose of any Hazardous Material on 
the Real Property except in compliance with all Environmental Laws and, if 
the same shall exist, Trustor shall immediately remove or cause to be removed 
from the Real Property such Hazardous Material to the extent required to be 
removed pursuant to any Environmental Laws.


                                       9

<PAGE>

          (b)  As used herein, the term "HAZARDOUS MATERIAL" means:  (i) any 
chemical, material or substance at any time defined as or included in the 
definition of "hazardous substances", "hazardous materials", hazardous 
wastes", "extremely hazardous waste", "restricted hazardous waste", 
"infectious waste", "toxic substances" or any other formulations intended to 
define, list or classify substances by reason of deleterious properties such 
as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, 
reproductive toxicity, "TCLP toxicity" or "EP toxicity" or words of similar 
import under any applicable Environmental Law or publication promulgated 
pursuant thereto; (ii) any oil, petroleum, petroleum fraction or petroleum 
derived substance; (iii) any drilling fluid, produced water or other waste 
associated with the exploration, development or production of crude oil, 
natural gas or geothermal resources; (iv) any flammable substance or 
explosive; (v) any radioactive material; (vi) asbestos in any form; (vii) 
urea formaldehyde foam insulation; (viii) electrical equipment which contains 
any oil or dielectric fluid containing poly-chlorinated biphenyls; (ix) any 
pesticide; (x) all hazardous substances defined in Nevada Revised Statutes 
40.504, and (xi) any other chemical, material or substance exposure to which 
is prohibited, limited or regulated by any Federal, state, local or other 
governmental authority or which may or could pose a hazard to human health or 
safety or the environment if released into the workplace or the environment; 
the term "ENVIRONMENTAL LAW" means any statute, ordinance, order, rule, 
regulation, plan, policy, decree, permit, guidance document, or other 
requirement of any Federal, state, local or other governmental authority 
relating to: (aa) environmental matters, including, without limitation, those 
relating to fines, injunctions, penalties, damages, contribution, cost 
recovery compensation, losses or injuries resulting from the Release (as 
hereinafter defined) or threatened Release of Hazardous Material, (bb) the 
presence, generation, use, storage, transportation or disposal of Hazardous 
Material, or (cc) occupational safety and health, industrial hygiene, land 
use or the protection of human, plant or animal health or welfare, in any 
manner applicable to any of the Property, including, without limitation, the 
Comprehensive Environmental Response, Compensation and Liability Act (42 
U.S.C. Section 9601 ET SEQ.), the Hazardous Materials Transportation Act (49 
U.S.C. Section 1801 ET SEQ.), the Resource Conservation and Recovery Act (42 
U.S.C. Section 6901 ET SEQ.), the Federal Water Pollution Control Act (33 
U.S.C. Section 1251 ET SEQ.), the Clean Air Act (42 U.S.C. Section 7401 ET 
SEQ.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. 
Section 136 ET SEQ.), the Occupational Safety and Health Act (29 U.S.C. 
Section 651 ET SEQ.) and the Emergency Planning and Community Right-to-Know 
Act (42 U.S.C. Section 11001 ET SEQ.), each as amended and supplemented, and 
any analogous future or present local, state and federal statutes, ordinances 
and other laws, and rules and regulations promulgated pursuant thereto, each 
as in effect as of the date of determination; and the term "RELEASE" means 
any release, spill, emission, leaking, pumping, pouring, injection, escaping, 
deposit, disposal, dispersal, dumping, leaching or migration of Hazardous 
Material into the indoor or outdoor environment (including, without 
limitation, the abandonment or disposal of any barrels, containers or other 
closed receptacles containing any Hazardous Material), or into or out of any 
of the Property, including the movement of any Hazardous Material through the 
air, soil, surface, water, groundwater or property. 

          (c)  Trustor hereby agrees to indemnify, hold harmless and defend 
(by counsel of Beneficiary's or the Holders' choice) Beneficiary, the 
Holders, their directors, officers, employees, agents, successors and assigns 
from and against any and all claims, losses, damages, demands, liabilities, 
fines, penalties, assessments, charges, administrative and judicial 
proceedings and orders, judgments, remedial action requirements, enforcement 
actions of any kind, and all costs and expenses incurred in connection 
therewith (including but not limited to attorneys' and consultants' fees and 
expenses), arising directly or indirectly, in whole or in part, out of (i) 
the presence on or under the Property (including, but not limited to, the 
surrounding streets and sidewalks) of any Hazardous Material, or any Release 
of any Hazardous Material on, under or from the Property, or (ii) any 
activity carried on or undertaken on or off the Property until the 
Obligations have been fully and finally satisfied, and whether by Trustor or 
any employees, agents, contractors or subcontractors of Trustor or any third 
persons occupying or present on the Property, in connection with the use, 
holding, handling, treatment, removal, storage, decontamination, cleanup, 
transport, Release, generation, processing or abatement of any Hazardous 
Material located or present in, on or under the Property (including, but not 
limited to, the surrounding streets and sidewalks).  The foregoing indemnity 


                                       10

<PAGE>

shall further apply to any residual contamination in, on or under the 
Property (including, but not limited to, the surrounding streets and 
sidewalks), or affecting any natural resources, and to any contamination of 
any property or natural resources arising in connection with the generation, 
use, holding, handling, treatment, removal, decontamination, cleanup, 
storage, transport, disposal, Release, processing or abatement of any such 
Hazardous Material, and irrespective of whether any of such activities are 
undertaken in accordance with applicable Environmental Laws.  Trustor hereby 
acknowledges and agrees that, notwithstanding any other provision of this 
Deed of Trust to the contrary, the obligations of Trustor under this SECTION 
5(C) shall be unlimited personal obligations of Trustor, shall not be secured 
by this Deed of Trust and shall survive any foreclosure under this Deed of 
Trust, any transfer in lieu thereof, and any satisfaction of the Obligations.

          6.   INSURANCE.

          (a)  TYPES AND AMOUNTS REQUIRED.  During the continuance of this 
Deed of Trust, Trustor shall at all times provide, maintain and keep in 
force, at no expense to Trustee or Beneficiary, for the benefit of Trustor 
and Beneficiary, as their respective interests may appear, insurance with 
responsible carriers against such risks and in such amounts as is customarily 
carried by similar businesses with such deductibles, retentions, self insured 
amounts and coinsurance provisions as are customarily carried by similar 
businesses of similar size, including, without limitation, property and 
casualty loss, protection and indemnity, and workers' compensation. 

          (b)  UNIFORM POLICY REQUIREMENTS.  All policies of insurance 
required by the terms of this Deed of Trust:

               (i)  shall be issued by insurance companies licensed and admitted
     to do business in the State of Nevada, and rated in the most recent edition
     of A.M. Best's no lower than A VIII in the case of general liability
     insurance carriers, A XII in the case of excess liability (umbrella)
     insurance carriers, and A X in the case of real property insurance
     carriers; or, if any such carrier is not rated by A.M. Best's, having the
     financial stability and size deemed appropriate by Trustor after
     consultation with a reputable insurance broker;

               (ii) shall contain an endorsement or agreement by the insurer
     that any loss shall be payable in accordance with the terms of such policy
     notwithstanding any act, failure to act, negligence or breach of
     representation or warranty of Trustor or any ground lessee or tenant of the
     Property, or of any other party holding under Trustor, which might
     otherwise result in forfeiture of said insurance;

               (iii)     shall contain a waiver by the insurer of all rights of
     setoff, counterclaim and deduction against Trustor or any ground lessee or
     tenant of the Property (as applicable);

               (iv) shall contain a waiver of subrogation by the insurer in
     favor of Beneficiary (and Beneficiary's officers, directors, employees,
     agents and representatives) and a clause providing that the policy is
     primary and that any other insurance of Beneficiary with respect to the
     matters covered by such policy shall be excess and non-contributing;

               (v)  shall, in the case of policies affording liability insurance
     coverage, name Beneficiary (and Beneficiary's officers, directors,
     employees, agents and representatives) as additional insureds by an
     endorsement satisfactory to Beneficiary and contain cross-liability and
     severability of interest clauses satisfactory to Beneficiary, and, in the
     case of other policies, shall name Beneficiary as a loss payee and have
     attached thereto a lender's loss payable endorsement, for the benefit of
     Beneficiary, in form satisfactory to Beneficiary (Form 438 BFU, unless
     otherwise specified by Beneficiary); and


                                       11

<PAGE>

                (vi)     shall contain a provision that, notwithstanding any
     contrary agreement between Trustor (or any ground lessee or tenant of the
     Property, as applicable) and insurance company, such policies will not be
     canceled, failed to be renewed or materially amended (which term shall
     include any reduction in the type, scope or limits of coverage) without at
     least thirty (30) days prior written notice to Beneficiary.

          (c)  BLANKET POLICIES.  Subject to SECTION 6(a) above, Trustor may 
provide any of the required insurance through blanket policies carried by 
Trustor and covering more than one location; provided, however, that the 
amount of the total insurance allocated to the Real Property and available 
with respect to the occurrences required to be insured against shall be such 
as to furnish protection the equivalent of separate policies in the amounts 
herein required, and provided further, that, in all other respects, any such 
policy or policies shall comply with all of the other provisions of this Deed 
of Trust.

          (d)  EVIDENCE OF INSURANCE.  At Beneficiary's option, Trustor shall 
furnish Beneficiary with a certified copy of all policies of insurance 
required under this Section or with a certificate of insurance for each 
required policy setting forth the coverage, the limits of liability, the 
deductibles, if any, the name of the carrier, the policy number, and the 
period of coverage, which certificates shall be executed by authorized 
officials of the companies issuing such insurance, or by agents or 
attorneys-in-fact authorized to issue said certificates (in which event each 
such certificate shall be accompanied by a notarized affidavit, agency 
agreement or power of attorney evidencing the authority of the signatory to 
issue such certificate on behalf of the insurer named therein).  Trustor 
shall furnish to Beneficiary annually, within ten days after the date hereof, 
or more often if Beneficiary shall so request, a certificate of Trustor 
specifying all insurance policies with respect to the Property and all other 
policies required hereby then outstanding and in force, and stating whether 
or not such insurance complies with the requirements of this Section and, if 
it does not, the manner in which it does not comply.  At least thirty (30) 
days prior to the expiration of each required policy, Trustor shall deliver 
to Beneficiary evidence satisfactory to Beneficiary of the payment of premium 
and the renewal or replacement of such policy continuing insurance in force 
as required by this Deed of Trust.

          (e)  PROCUREMENT BY BENEFICIARY.  If Trustor fails to provide, 
maintain, keep in force or deliver to Beneficiary the policies of insurance 
required by this Deed of Trust, Beneficiary may (but shall have no obligation 
to) procure such insurance, or single interest insurance for such risks 
covering Beneficiary's interests, and Trustor will pay all premiums therefor 
promptly upon demand by Beneficiary; and until such payment is made by 
Trustor, the amount of all such premiums, together with interest thereon at 
an annual rate equal to the rate specified in Section 2.4C of the Note 
Purchase Agreement (or if such provision is hereafter replaced or renumbered, 
the equivalent section) (the "AGREED RATE"), shall be secured by this Deed of 
Trust.

          (f)  RESERVE FUND.  Upon request by Beneficiary following an Event 
of Default (as defined in SECTION 23 hereof), Trustor shall pay to 
Beneficiary an initial cash reserve in an amount adequate to pay all 
insurance premiums due within the next succeeding twelve calendar months on 
all policies of insurance required by this Deed of Trust (or such lesser 
amount as may then be specified by Beneficiary), and shall thereafter deposit 
with Beneficiary each month, commencing with the first month after such 
request by Beneficiary and continuing until all sums secured hereby are paid 
in full or Beneficiary notifies Trustor to cease making such deposits, an 
amount equal to one-twelfth of the aggregate annual insurance premiums on all 
policies of insurance required by this Deed of Trust, as reasonably estimated 
by Beneficiary.  In such event Trustor further agrees to cause all bills, 
statements or other documents relating to the foregoing insurance premiums to 
be sent or mailed directly to Beneficiary.  Upon receipt of such bills, 
statements or other documents evidencing that a premium for a required policy 
is then payable, and providing Trustor has deposited sufficient funds with 
Beneficiary pursuant to this Section, Beneficiary shall pay such amounts as 
may be due thereunder out of the funds so deposited with Beneficiary.  If at 
any time and for any reason 


                                       12

<PAGE>

the funds deposited with Beneficiary are or will be insufficient to pay such 
amounts as may be then or subsequently due, Beneficiary may notify Trustor 
and Trustor shall immediately deposit an amount equal to such deficiency with 
Beneficiary.  Beneficiary may impound or reserve for future payment of 
premiums such portion of such payments as Beneficiary may in its absolute 
discretion deem proper, applying the balance upon any indebtedness or 
obligation secured hereby in such order as Beneficiary may determine, 
notwithstanding that said indebtedness or the performance of said obligation 
may not yet be due according to the terms thereof.  Notwithstanding the 
foregoing, nothing contained herein shall cause Beneficiary to be deemed a 
trustee of said funds or to be obligated to pay any amounts in excess of the 
amount of funds deposited with Beneficiary pursuant to this Section, nor 
shall anything contained herein modify the obligation of Trustor to maintain 
and keep in force at all times such insurance as is required by this Deed of 
Trust. Beneficiary may commingle said reserve with its own funds and Trustor 
shall be entitled to no interest thereon. 

          (g)  REPLACEMENT COST.  If insurance with full replacement cost 
protection is maintained pursuant to SECTION 6(a) above, such full 
replacement cost shall be determined annually (except in the event of 
substantial changes, alterations or additions to the Improvements or in the 
event of new construction undertaken by the Trustor, in which event such full 
replacement cost shall be determined from time to time as required to assure 
full replacement cost coverage).  Such determination of full replacement cost 
shall be made by written agreement of the insurance carrier and Trustor, 
subject to the approval of Beneficiary.  If they cannot agree or the value 
shall not be approved by Beneficiary within thirty (30) days after such 
request, such full replacement cost shall be determined by an appraiser, 
architect or contractor who shall be acceptable to Beneficiary.  No omission 
on the part of Beneficiary to request any such determination shall relieve 
Trustor of its obligations hereunder, and any such determination to the 
contrary notwithstanding, Beneficiary may require Trustor to obtain 
additional insurance as provided in this Section.

          (h)  SEPARATE INSURANCE.  Trustor shall not take out separate 
insurance concurrent in form or contributing in the event of loss with that 
required by this Section to be furnished by Trustor unless Beneficiary is a 
named insured therein, with loss payable as provided herein.  Trustor shall 
immediately notify Beneficiary of the taking out of any such separate 
insurance and shall cause the original policies in respect thereof or 
certificates therefor to be delivered to Beneficiary.

          (i)  COMPLIANCE WITH INSURANCE REQUIREMENTS.  Trustor shall observe 
and comply with the requirements of all policies of insurance required to be 
maintained in accordance with this Deed of Trust and shall cause the 
requirements of the companies writing such policies to be so performed and 
satisfied that at all times companies of good standing satisfactory to 
Beneficiary shall be willing to write and to continue such insurance. 
Notwithstanding any approval, disapproval, acceptance or acquiescence by 
Beneficiary with respect to such insurance, or Beneficiary's obtaining or 
failure to obtain any insurance, Beneficiary shall incur no liability as to 
the form or legal sufficiency of insurance contracts, the solvency of any 
insurer or the payment of any loss, and Trustor hereby expressly assumes full 
responsibility therefor.

          (j)  ASSIGNMENT OF POLICIES UPON FORECLOSURE.  In the event of 
foreclosure of this Deed of Trust or other transfer of title or assignment of 
any of the Property in extinguishment, in whole or in part, of the debt 
secured hereby, all right, title and interest of Trustor in and to all 
policies of insurance required by this Section with respect to such Property 
and any unearned premiums paid thereon shall, without further act, be 
assigned to and shall inure to the benefit of and pass to the successor in 
interest to Trustor or the purchaser or grantee of the Property, and Trustor 
hereby appoints Beneficiary its lawful attorney-in-fact to execute an 
assignment thereof and any other document necessary to effect such transfer.

          (k)   WAIVER OF SUBROGATION.  Trustor waives any and all right to 
claim or recover against Beneficiary, its directors, officers, employees, 
agents and representatives, for loss of or damage to Trustor, the Property, 
any other property of Trustor, or any property of others under Trustor's 
control, from 


                                       13

<PAGE>

any cause insured against or required to be insured against by the provisions 
of this Deed of Trust; provided, however, that this waiver of subrogation 
shall not be effective with respect to any policy of insurance permitted or 
required by this Deed of Trust if (i) such policy prohibits, or if coverage 
thereunder would be reduced as a result of, such waiver of subrogation and 
(ii) Trustor is unable to obtain from a carrier issuing such insurance a 
policy that, by special endorsement or otherwise, permits such a waiver of 
subrogation.

          (l)  REQUIREMENTS SUPPLEMENTAL.  The requirements of this Deed of 
Trust with respect to insurance and maintenance of the Property shall be 
supplemental to and not exclusive of the requirements of the Note Purchase 
Agreement and the Company Security Agreement.

          7.   CASUALTIES; INSURANCE PROCEEDS.

          (a)  NOTICE OF CASUALTIES.  Trustor shall give prompt written 
notice thereof to Beneficiary after the happening of any material casualty to 
or in connection with the Property or any part thereof, whether or not such 
casualty is covered by insurance.

          (b)  PAYMENT OF PROCEEDS.  All proceeds payable to Trustor in 
connection with any casualty affecting all or any portion of the Property (i) 
in the case of a loss equal to or in excess of Two Million Dollars 
($2,000,000), shall be paid directly to Beneficiary; and (ii) in the case of 
a loss of less than Two Million Dollars ($2,000,000) shall be paid directly 
to Trustor and applied by Trustor to the cost of restoration of the Property. 
 Trustor shall not settle, adjust or compromise any claims for loss, damage 
or destruction of the Property or any part thereof under any policy or 
policies of insurance carried by Trustor in connection with a loss in an 
amount equal to or greater than Two Million Dollars ($2,000,000) without the 
prior written consent of Beneficiary to such settlement, adjustment or 
compromise.  Trustor is hereby authorized to settle all claims under all 
policies of insurance and to execute and deliver all necessary proofs of 
loss, receipts, vouchers and releases required by the insurers in connection 
with a loss in an amount less than Two Million Dollars ($2,000,000).  After 
an Event of Default hereunder, Beneficiary shall have the sole and exclusive 
right, and Trustor hereby authorizes and empowers Beneficiary, to settle, 
adjust or compromise all such claims, including those in amounts less than 
Two Million Dollars ($2,000,000).  Each insurer is hereby authorized and 
directed to make payment of any insurance proceeds under any policies of 
insurance in connection with a loss (i) equal to or in excess of Two Million 
Dollars ($2,000,000) directly to Beneficiary, and (ii) less than Two Million 
Dollars ($2,000,000) directly to Trustor.  If Trustor receives any proceeds 
of insurance resulting from a casualty which, pursuant to this Deed of Trust, 
are to be paid to Beneficiary, Trustor shall promptly pay over such proceeds 
to Beneficiary.  If, prior to the receipt by Trustor or Beneficiary, as the 
case may be, of any insurance proceeds, the Property or any portion thereof 
shall have been sold by Trustee pursuant to the power of sale provided 
herein, subject to applicable law Beneficiary shall have the right to receive 
the insurance proceeds to the extent of any deficiency found to be due upon 
such sale, whether or not a deficiency judgment on this Deed of Trust shall 
have been sought or recovered (unless sought and denied by final order of a 
court of competent jurisdiction) together with interest thereon, and the 
reasonable attorneys' fees, costs and disbursements incurred by Beneficiary 
in connection with the collection of the insurance proceeds. 

          (c)  USE IN RESTORATION.  In the event of any damage to or 
destruction of the Property or any improvements not owned by Trustor but 
located on the Real Property, and provided that (i) at the time of such 
damage or destruction or thereafter, an Event of Default does not exist, (ii) 
the damage or destruction does not occur within six (6) months prior to the 
maturity of the Notes or other Obligations, and (iii) application of 
insurance proceeds to restoration of the Property (or such other 
improvements) will not impair Beneficiary's security for the obligations 
secured hereby, insurance proceeds payable to Trustor in connection with such 
damage or destruction shall be applied, first, toward reimbursement of all of 
Beneficiary's reasonable costs and expenses of recovering the proceeds, 
including reasonable attorneys' fees; then, to payment of all sums advanced 
by Beneficiary to protect the Property or such other improvements 


                                       14

<PAGE>

or the security of the Notes or other Obligations; then, to payment of 
installments of principal and interest then due and payable under the Notes; 
then, to restoration of the Property (or such other improvements, as 
applicable), upon such conditions as Beneficiary shall determine (it being 
expressly understood and agreed that if the cost of restoration as estimated 
by Beneficiary will exceed the sum of Two Million Dollars ($2,000,000) (a 
"MAJOR RESTORATION"), Beneficiary may condition disbursement of such proceeds 
for restoration upon proof that an amount equal to the sum that Beneficiary 
is requested to disburse has theretofore been paid by Trustor, or is then due 
and payable, for materials theretofore installed or work theretofore 
performed upon the Property and properly includable in the cost of repair, 
reconstruction or restoration thereof; delivery to Beneficiary by Trustor of 
detailed plans and specifications providing for restoration in accordance 
with all applicable Legal Requirements of all governmental authorities having 
jurisdiction over the Property, together with a detailed estimate of the cost 
of the work and a schedule therefor and a construction contract satisfactory 
to Beneficiary, with a contractor satisfactory to Beneficiary, for 
performance of the work within the budgeted amount, and within the scheduled 
time for completion; proof that the insurance required hereby is in force; 
proof that, after repair or reconstruction, the Property (or such other 
improvements) will be at least as valuable as it was (or they were) 
immediately before the damage or destruction occurred; and proof that the 
insurance proceeds available for repair or restoration are sufficient, in 
Beneficiary's determination, to pay for the total cost of repair or 
reconstruction, including all associated development costs and interest 
projected to be payable on the Obligations until the repair or reconstruction 
is complete, or Trustor must provide its own funds in an amount equal to the 
difference between the proceeds available for repair or restoration and a 
reasonable estimate, made by Trustor and found acceptable by Beneficiary, of 
the total cost of repair or reconstruction); and, upon completion of the work 
of restoration and payment of the cost thereof, any balance of such proceeds 
shall be applied to the Obligations secured hereby, in such order as 
Beneficiary, in its sole discretion, shall determine, notwithstanding that 
said indebtedness or the performance of said Obligation may not be due 
according to the terms thereof; and, if any then remains, it shall be paid 
over to Trustor.

          (d)  APPLICATION BY BENEFICIARY.  If (i) at the time of such damage 
or destruction or thereafter, an Event of Default exists hereunder, or (ii) 
the damage or destruction occurs within six (6) months prior to the maturity 
of the Notes and other Obligations, or (iii) application of insurance 
proceeds to restoration will impair Beneficiary's security for the 
Obligations secured hereby, then Beneficiary shall have the option, in its 
sole and absolute discretion, (1) to apply all or any portion of such 
proceeds that are payable to Trustor to any indebtedness or other Obligation 
secured hereby and in such order as Beneficiary may determine, 
notwithstanding that said indebtedness or the performance of said Obligation 
may not be due according to the terms thereof, or (2) to apply all or any 
portion of such proceeds to the restoration of the Property, subject to such 
conditions as Beneficiary shall determine, or (3) to deliver all or any 
portion of such proceeds to Trustor or any ground lessee or tenant of the 
Property, subject to such conditions as Beneficiary may determine.

          (e)  DUTY TO RESTORE.  Except as otherwise provided hereinbelow, in 
the event of any damage or destruction of the Property or any improvements 
located on the Property, Trustor shall restore and repair (or cause to be 
restored and repaired) the Property and such other improvements located on 
the Real Property, and nothing in this Deed of Trust shall be deemed to 
excuse Trustor from restoring, repairing and maintaining the Property and any 
such other improvements located on the Real Property, as herein provided, 
regardless of whether or not insurance proceeds are available for 
restoration, whether or not any such proceeds are sufficient in amount, or 
whether or not the Property (or such other improvements) can be restored to 
the same condition and character as existed prior to such damage or 
destruction.

          8.   TAXES AND IMPOSITIONS.

          (a)  PAYMENT BY TRUSTOR.  Subject to SUBSECTION (d) below, Trustor 
shall pay, or cause to be paid, at least ten (10) days prior to delinquency, 
all real property taxes and assessments, general and 


                                       15

<PAGE>

special, and all other taxes and assessments of any kind or nature 
whatsoever, including, without limitation, non-governmental levies or 
assessments such as maintenance charges, owner association dues or charges or 
fees, levies or charges resulting from covenants, conditions or restrictions 
affecting the Property, which are assessed or imposed upon the Property, or 
become due and payable, and which create, may create or appear to create a 
lien upon the Property, or any part thereof, or upon any of the Personal 
Property (all of which taxes, assessments and charges, together with any and 
all other taxes, and charges of a similar kind or nature are collectively 
referred to hereinafter as "IMPOSITIONS"); provided, however, that if, by 
law, any such Imposition is payable, or may at the option of the taxpayer be 
paid, in installments, Trustor may pay the same or cause it to be paid, 
together with any accrued interest on the unpaid balance of such Imposition, 
in installments as the same become due and before any fine, penalty, interest 
or cost may be added thereto for the nonpayment of any such installment and 
interest.

          (b)  NEW IMPOSITIONS.  If at any time after the date hereof there 
shall be assessed or imposed (i) a tax or assessment on the Property in lieu 
of or in addition to the Impositions payable by Trustor pursuant to 
SUBSECTION (a) of this Section, or (ii) a license fee, tax or assessment 
imposed on Beneficiary and measured by or based in whole or in part upon the 
amount of the Notes or the other Obligations secured hereby, then all such 
taxes, assessments or fees shall be deemed to be included within the term 
"IMPOSITIONS" as defined in SUBSECTION (a) of this Section, and Trustor shall 
pay and discharge the same as herein provided with respect to the payment of 
Impositions, if Trustor is permitted by law to pay the same.  If Trustor is 
prohibited by law from paying such Impositions, then, at the option of 
Beneficiary, all obligations secured hereby, together with all accrued 
interest thereon, shall immediately become due and payable.  Anything to the 
contrary herein notwithstanding, Trustor shall have no obligation to pay any 
franchise, estate, inheritance, income, excess profits or similar tax levied 
on Beneficiary or on the Obligations secured hereby, nor shall such taxes be 
deemed to be Impositions.

          (c)  PROOF OF PAYMENT.  Subject to the provisions of SUBSECTION (d) 
of this Section, Trustor shall deliver to Beneficiary, within seven (7) days 
after the date upon which any Imposition is due and payable by Trustor in 
accordance with this Deed of Trust, official receipts of the appropriate 
taxing authority, or other proof satisfactory to Beneficiary, evidencing the 
payment thereof.

          (d)  CONTEST OF ASSESSMENTS.  Trustor shall have the right before 
any delinquency occurs to contest or object to the amount or validity of any 
such Imposition by appropriate legal proceedings, but this shall not be 
deemed or construed in any way as relieving, modifying or extending Trustor's 
covenant to pay any such Imposition at the time and in the manner provided in 
this Section unless Trustor has given prior written notice to Beneficiary of 
Trustor's intent so to contest or object to an Imposition, and unless (i) 
Trustor shall demonstrate to Beneficiary's satisfaction that the legal 
proceedings shall conclusively operate to prevent the sale of the Property, 
or any part thereof, to satisfy such Imposition prior to final determination 
of such proceedings; or (ii) Trustor shall furnish a good and sufficient bond 
or surety as requested by and satisfactory to Beneficiary; or (iii) Trustor 
shall demonstrate to Beneficiary's satisfaction that Trustor has provided a 
good and sufficient undertaking as required or permitted by law to accomplish 
a stay of any such sale.

          (e)  RESERVE FUND.  Upon request by Beneficiary following an Event 
of Default, Trustor shall pay to Beneficiary an initial cash reserve in an 
amount adequate to pay all Impositions for the ensuing tax fiscal year (or 
such lesser amount as may then be specified by Beneficiary), and shall 
thereafter deposit with Beneficiary each month, commencing with the first 
month after such request by Beneficiary and continuing until all sums secured 
hereby are paid in full or Beneficiary gives notice to Trustor to cease 
making such deposits, an amount equal to one-twelfth of the sum of the annual 
Impositions, as reasonably estimated by Beneficiary.  In such event, Trustor 
further agrees to cause all bills, statements or other documents relating to 
Impositions to be sent or mailed directly to Beneficiary.  Upon receipt of 
such bills, statements or other documents evidencing that Impositions are 
then payable, and providing Trustor has 


                                       16

<PAGE>

deposited sufficient funds with Beneficiary pursuant to this Section, 
Beneficiary shall pay such amounts as may be due thereunder out of the funds 
so deposited with Beneficiary.  If at any time and for any reason the funds 
deposited with Beneficiary are or will be insufficient to pay such amounts as 
may then or subsequently be due, Beneficiary may notify Trustor and upon such 
notice Trustor shall immediately deposit an amount equal to such deficiency 
with Beneficiary.  Notwithstanding the foregoing, nothing contained herein 
shall cause Beneficiary to be deemed a trustee of said funds or to be 
obligated to pay any amounts in excess of the amount of funds deposited with 
Beneficiary pursuant to this Section, nor shall anything contained herein 
modify the obligation of Trustor to pay, or cause to be paid, all 
Impositions.  Beneficiary may commingle said reserve with its own funds and 
Trustor shall be entitled to no interest thereon.  Beneficiary may impound or 
reserve for future payment of Impositions such portion of such payments as 
Beneficiary may deem proper, applying the balance upon any indebtedness or 
Obligation secured hereby in such order as Beneficiary may determine, 
notwithstanding that said indebtedness or the performance of said Obligation 
may not yet be due according to the terms thereof.  Should Trustor fail to 
deposit with Beneficiary (exclusive of that portion of said payments which 
has been applied by Beneficiary upon any indebtedness or Obligation secured 
hereby) sums sufficient to fully pay such Impositions at least thirty (30) 
days before delinquency thereof, Beneficiary may, at Beneficiary's election, 
but without any obligation so to do, advance any amounts required to make up 
the deficiency, which advances, if any, together with interest thereon at an 
annual rate equal to the Agreed Rate, shall be secured hereby and shall be 
repayable to Beneficiary upon demand; or, at the option of Beneficiary, 
Beneficiary may, without making any advance whatever, apply any sums held by 
it upon any indebtedness or Obligation secured hereby, in such order as 
Beneficiary may determine, notwithstanding that said indebtedness or the 
performance of said Obligation may not yet be due according to the terms 
thereof.

          (f)  JOINT ASSESSMENT.  Trustor shall not initiate, and, to the 
maximum extent permitted by law, shall not suffer or permit the joint 
assessment of any real and personal property which may constitute all or a 
portion of the Property or any other procedure whereby the lien of real 
property taxes and the lien of personal property taxes shall be assessed, 
levied or charged to the Property as a single lien.

          (g)  TAX SERVICE.  Trustor shall cause to be furnished to 
Beneficiary a tax reporting service, covering the Property, of the type and 
duration, and with a company, satisfactory to Beneficiary.

          9.   LIENS.  Trustor shall pay and promptly discharge, at Trustor's 
cost and expense, all liens, encumbrances and charges upon the Property, or 
any part thereof or interest therein, senior to the lien of this Deed of 
Trust other than Permitted Exceptions and Permitted FF&E Liens and shall pay 
and promptly discharge, at Trustor's cost and expense, all liens, 
encumbrances and charges upon the Property, or any part thereof or interest 
therein, that are not Permitted Liens; provided that Trustor shall have the 
right to contest in good faith the validity of any such lien, encumbrance or 
charge in accordance with the provisions of the Note Purchase Agreement.  If 
Trustor shall fail to remove and discharge any such lien, encumbrance or 
charge, then, in addition to any other right or remedy of Beneficiary, 
Beneficiary may, but shall not be obligated to, discharge the same, either by 
paying the amount claimed to be due, or by procuring the discharge of such 
lien, encumbrance or charge by depositing in a court a bond or the amount 
claimed or otherwise giving security for such claim, or by procuring such 
discharge in such manner as is or may be prescribed by law.  Trustor shall, 
immediately upon demand therefor by Beneficiary, pay to Beneficiary an amount 
equal to all costs and expenses incurred by Beneficiary in connection with 
the exercise by Beneficiary of the foregoing right to discharge any such 
lien, encumbrance or charge, together with interest thereon from the date of 
such expenditure at an annual rate equal to the Agreed Rate.

          10.  EASEMENTS AND LEASEHOLDS.  If a leasehold estate or an 
easement or other incorporeal right constitutes a portion of the Real 
Property or if all or any portion of the Real Property or Improvements is 
leased or licensed by Trustor to another person, Trustor agrees not to amend, 
change, terminate or modify such lease, license, leasehold estate, easement 
or other right or interest, or any right 


                                       17

<PAGE>

thereto or interest therein, without the prior written consent of 
Beneficiary, which consent shall not be unreasonably withheld or delayed.  
NOTWITHSTANDING THE FOREGOING, TRUSTOR SHALL BE PERMITTED, WITHOUT 
BENEFICIARY'S CONSENT, TO (i) ENTER INTO NEW LEASES FOR SPACE NOT TO EXCEED 
5,000 SQUARE FEET IN THE AGGREGATE TO THE EXTENT SUCH NEW LEASES REPLACE ANY 
OF THE EXISTING LEASES LISTED AS PERMITTED EXCEPTIONS ON EXHIBIT B ATTACHED 
HERETO AND (ii) AMEND, CHANGE, TERMINATE OR MODIFY ANY LEASE, LICENSE OR 
LEASEHOLD ESTATE FOR FIVE THOUSAND (5,000) SQUARE FEET OF SPACE IN THE 
AGGREGATE OR LESS (EACH SUCH LEASE, LICENSE OR LEASEHOLD ESTATE BEING 
REFERRED TO HEREIN AS AN "UNRESTRICTED LEASE").  Consent to one amendment, 
change, agreement or modification shall not be deemed to be a waiver of the 
right to require consent to other, future or successive amendments, changes, 
agreements or modifications. Trustor agrees to perform all obligations and 
agreements with respect to said lease, license, leasehold, easement or other 
right or interest and shall not take any action or omit to take any action 
which would effect or permit the termination thereof (EXCEPT WITH RESPECT TO 
UNRESTRICTED LEASES).  Trustor agrees to promptly notify Beneficiary in 
writing with respect to any default or alleged default by any party to any 
lease, license, leasehold estate, easement or other right or interest 
(EXCEPTING UNRESTRICTED LEASES) and to deliver to Beneficiary copies of all 
notices, demands, complaints or other communications received or given by 
Trustor with respect to any such default or alleged default.  Beneficiary 
shall have the option to cure any such default and to perform any or all of 
Trustor's obligations thereunder or with respect thereto. All sums expended 
by Beneficiary in curing any such default shall be secured hereby and shall 
be immediately due and payable without demand or notice and shall bear 
interest from the date of expenditure at an annual rate equal to the Agreed 
Rate.

          11.  FURTHER ACTS.  Trustor shall do and perform all acts necessary 
to keep valid and effective the charges and lien hereof, to carry into effect 
its object and purposes, to protect the lawful owner(s) of the Notes and the 
other Obligations secured hereby; shall execute and deliver to Beneficiary at 
any time, upon request of Beneficiary, all other and further instruments in 
writing necessary to vest in and secure to Trustee each and every part of the 
Real Property and to Beneficiary the Rents therefrom and rights and interest 
of Beneficiary therein or with respect thereto; and, upon request by the 
Beneficiary, shall supply evidence of fulfillment of each of the covenants 
herein contained concerning which a request for such evidence has been made.

          12.  ASSIGNMENT OF RENTS.  

          (a)  Notwithstanding any language contained herein, or in any other 
document, to the contrary, Trustor hereby irrevocably and absolutely assigns 
and transfers to Beneficiary, without having to first take possession of the 
Property, all Rents, including all present and future Leases and other rental 
agreements, reserving unto Trustor a license to collect such Rents prior to 
the occurrence of any Event of Default.  Subsequent to the occurrence of an 
Event of Default, such license reserved to Trustor shall be immediately 
revoked without further demand or notice, and any Rents, including those past 
due, unpaid or undetermined, may be collected by Beneficiary or its agent, 
and any amount so collected shall be applied, less costs and expenses of 
operation and collection, including attorneys' fees, to any indebtedness 
and/or Obligations secured hereby, in such order as Beneficiary shall 
determine.  The collection of such Rents, and the application thereof as 
aforesaid, shall not cure or constitute a waiver of any default or notice of 
default hereunder or invalidate any act done pursuant to such notice.  
Trustor and Beneficiary intend that this assignment shall be a present, 
absolute and unconditional assignment, not an assignment for additional 
security only, and shall, immediately upon the execution hereof, subject to 
the license granted above, give Beneficiary, and its agent, the right to 
collect the Rents and to apply them as aforesaid.  Nothing contained herein, 
nor any collection of Rents by Beneficiary, or its agent or a receiver, shall 
be construed to make Beneficiary (i) a "Mortgagee-in-Possession" of the 
Property so long as Beneficiary has not itself entered into actual possession 
of the Property; (ii) responsible for performing any of the obligations of 
the lessor under any Lease; (iii) responsible for any waste committed by 
lessees or any other parties, any dangerous or defective condition of the 
Property, or any negligence in the management, upkeep, repair or control of 
the 


                                       18

<PAGE>

Property; or (iv) liable in any manner for the Property or the use, 
occupancy, enjoyment or operation of all or any part of it.

          (b)  Trustor hereby represents to Beneficiary that, except for 
Permitted Exceptions, there is no assignment or pledge of any Leases of, or 
Rents from, the Property now in effect, and covenants that, until the Notes 
are fully paid and the other Obligations are fully satisfied, Trustor will 
not make any such assignment or pledge to anyone other than Beneficiary nor 
will it accept any periodic payments which are to be made pursuant to such 
Leases or Rents more than thirty (30) days in advance of the date on which 
such payments are due.

          13.  ACTIONS AFFECTING PROPERTY.  Trustor shall give Beneficiary 
and Trustee prompt written notice of the assertion of any claim with respect 
to, or the filing of any action or proceeding affecting or purporting to 
affect, the Property, or title thereto or any right of possession thereof, or 
this Deed of Trust or the security hereof or the rights or powers of 
Beneficiary or Trustee hereunder.  Trustor shall appear in and contest any 
such action or proceeding at Trustor's sole expense; and shall pay all costs 
and expenses, including cost of evidence of title and attorneys' fees, in any 
such action or proceeding in which Beneficiary or Trustee may appear.

          14.  EMINENT DOMAIN.  If any proceeding or action be commenced for 
the taking of the Property, or any part thereof or interest therein, for 
public or quasi-public use under the power of eminent domain, condemnation or 
otherwise, or if the same be taken or damaged by reason of any public 
improvement or condemnation proceeding, or in any other manner, or should 
Trustor receive any notice or other information regarding such proceeding, 
action, taking or damage (including, without limitation, a proposal to 
purchase the Property or some portion thereof in lieu of condemnation), 
Trustor shall give prompt written notice thereof to Beneficiary.  Beneficiary 
shall be entitled, at its option, without regard to the adequacy of its 
security, to investigate and negotiate with the Trustor and the condemnor 
concerning the proposed taking, to commence, appear in and prosecute in its 
own name, with Trustor, any such action or proceeding, and, to join Trustor 
in making any compromise or settlement in connection with such taking or 
damage.  Trustor shall not compromise or settle any such action or proceeding 
or agree to any sale in lieu of condemnation without the prior written 
consent of Beneficiary.  If any compensation, awards, damages, rights of 
action or proceeds (the "AWARD") awarded by reason of any such taking, 
transfer or damage equals or exceeds Two Million Dollars ($2,000,000) (a 
"MATERIAL CONDEMNATION"), then the entire Award shall be paid and is hereby 
assigned to Beneficiary and Trustor agrees to execute such further 
assignments of the Award as Beneficiary or Trustee may require.  If the 
entire Award is less than Two Million Dollars ($2,000,000), then the entire 
Award shall be paid to Trustor; provided that Trustor shall apply the entire 
Award toward the restoration or repair of the Property to the extent of any 
damage thereto caused by the condemnation.  With respect to any Material 
Condemnation, after deducting therefrom all costs and expenses (regardless of 
the particular nature thereof and whether incurred with or without suit), 
including attorneys' fees, incurred by it in connection with any such 
negotiations, action or proceeding (whether or not prosecuted to judgment), 
Beneficiary shall, if (i) an Event of Default does not then exist hereunder, 
(ii) the taking, transfer or damage does not occur within six (6) months 
prior to the maturity of the Notes and other Obligations, and (iii) 
application of the Award to restoration of the Property will not impair 
Beneficiary's security for the Obligations secured hereby, apply the Award to 
the restoration of the Property, subject to such conditions as Beneficiary 
shall determine (it being expressly understood and agreed that Beneficiary 
may condition disbursement of such proceeds for restoration upon proof that 
an amount equal to the sum which Beneficiary is requested to disburse has 
theretofore been paid by Trustor without reimbursement therefor, or is then 
due and payable, for materials theretofore installed or work theretofore 
performed upon the Property and properly includable in the cost of repair, 
reconstruction or restoration thereof).  With respect to any Material 
Condemnation, if, at the time of receipt by Beneficiary of such proceeds, (i) 
an Event of Default then exists hereunder, (ii) the taking, transfer or 
damage occurs within six (6) months prior to the maturity of the Notes and 
other Obligations, or (iii) application of the Award to restoration will 
impair 


                                       19

<PAGE>

Beneficiary's security for the Obligations secured hereby, Beneficiary shall 
have the option, in its sole and absolute discretion, (1) to apply all or any 
portion of the Award upon any indebtedness or other Obligation secured hereby 
and in such order as Beneficiary may determine, notwithstanding that said 
indebtedness or the performance of said Obligation may not be due according 
to the terms thereof, or (2) to apply all or any portion of the Award to the 
restoration of the Property, subject to such conditions as Beneficiary may 
determine, or (3) to deliver all or any portion of the Award, after such 
deductions, to Trustor, subject to such conditions as Beneficiary may 
determine (and, if the Award is not sufficient to satisfy the Obligations in 
full, Trustor shall immediately pay any remaining balance, together with all 
accrued interest thereon).  Nothing herein contained shall be deemed to 
excuse Trustor from restoring, repairing and maintaining the Property, as 
herein provided, regardless of whether or not the Award is available for 
restoration, whether or not any such Award is sufficient in amount, or 
whether or not the Property can be restored to the same condition and 
character as existed prior to such damage or partial taking.  Trustor hereby 
specifically, unconditionally and irrevocably waives all rights of a property 
owner under all laws, including Nevada Revised Statutes 37.115, as amended or 
recodified from time to time, which provide for allocation of condemnation 
proceeds between a property owner and a lienholder to the fullest extent 
permitted by law.

          15.  DUE ON SALE.  

          (a)  Except as otherwise permitted in the Note Purchase Agreement, 
SECTION 15(b) BELOW, or in any other provision of this Deed of Trust, if the 
Trustor shall sell or convey, or create or permit to exist any mortgage, 
pledge, security interest or other encumbrance on, or in any other manner 
alienate or otherwise "transfer" the Real Property hereby encumbered or any 
part thereof or any interest therein, or shall enter into any agreement for 
the same, or shall be divested of its title in any manner or way, whether 
voluntary or involuntary or by merger, without the written consent of 
Beneficiary being first had and obtained, any indebtedness or Obligation 
secured hereby, irrespective of the maturity dates expressed in the Notes or 
any other notes evidencing the same, at the option of Beneficiary, and 
without demand or notice, shall immediately become due and payable.  Consent 
to one such transaction shall not be deemed to be a waiver of the right to 
require consent to future or successive transactions.  Beneficiary may grant 
or deny such consent in its sole discretion and, if consent should be given, 
any such transfer shall be subject to this Deed of Trust, and any such 
transferee shall assume all obligations hereunder and agree to be bound by 
all provisions contained herein.  Such assumption shall not, however, release 
Trustor or any maker or guarantor of any Obligation from any liability with 
respect thereto without the prior written consent of Beneficiary.  As used 
herein, "TRANSFER" includes the direct or indirect sale, agreement to sell, 
transfer, conveyance, pledge, collateral assignment or hypothecation of the 
Real Property, or any portion thereof or interest therein, whether voluntary, 
involuntary, by operation of law or otherwise, the execution of any 
installment land sale contract or similar instrument affecting all or a 
portion of the Real Property, or the lease of all or substantially all of the 
Property.  The term "TRANSFER" shall also include the direct or indirect 
transfer, assignment, hypothecation or conveyance of legal or beneficial 
ownership of Trustor or any corporate shares of Trustor.

          (b)  Notwithstanding the foregoing, (i) upon Beneficiary's consent, 
which consent shall not be unreasonably withheld in accordance with the 
applicable terms and provisions of the Note Purchase Agreement, Trustor shall 
be permitted to ground lease approximately three (3) acres of the Land to a 
third party developer for the development of a non-gaming hotel containing up 
to two hundred (200) rooms in the aggregate (the "NON-GAMING HOTEL"); 
PROVIDED THAT, such ground lease shall remain subordinate to the lien of this 
Deed of Trust (except that Beneficiary shall provide a customary 
non-disturbance agreement in favor of the ground lessee in exchange for the 
ground lessee's express subordination of the ground lease to this Deed of 
Trust), and (ii) upon Beneficiary's consent, which shall not be unreasonably 
withheld in accordance with the applicable terms and provisions of the Note 
Purchase Agreement, Trustor shall be permitted to grant Permitted Ground 
Lease Encumbrances and Beneficiary will agree to subordinate the lien of this 
Deed of 


                                       20

<PAGE>

Trust to such Permitted Ground Lease Encumbrances in accordance with the 
applicable terms, provisions and conditions of the Note Purchase Agreement.

          16.  PARTIAL OR LATE PAYMENTS.  By accepting payment of any
indebtedness secured hereby after its due date, Beneficiary does not waive its
right either to require prompt payment, when due, of all other indebtedness so
secured or to declare default, as herein provided, for failure to so pay.

          17.  RECONVEYANCE BY TRUSTEE.  Upon receipt of written request from
Beneficiary reciting that all sums secured hereby have been paid and upon
surrender of this Deed of Trust and the Notes secured hereby to Trustee for
cancellation and retention, or such other disposition as Trustee, in its sole
discretion, may choose, and upon payment of its fees, the Trustee shall
reconvey, without warranty or recourse, the Property then held hereunder. 
Beneficiary will give such written request and will surrender the Deed of Trust
and the Notes within a reasonable time after it and all of the Holders receive
payment in full of all sums secured hereby.  The recitals in such reconveyance
of any matters of fact shall be conclusive proof of the truth thereof.  The
grantee in such reconveyance may be described in general terms as "the person or
persons legally entitled thereto".

          18.  RIGHT OF BENEFICIARY AND TRUSTEE TO APPEAR.  If, during the
existence of the trust created hereby, there be commenced or pending any suit or
action materially and adversely affecting the Property, or any part thereof, or
the title thereto, or if any adverse claim for or against the Property, or any
part thereof, be made or asserted, the Trustee or Beneficiary may appear or
intervene in the suit or action and retain counsel therein and, unless such suit
or action is being diligently contested in good faith by Trustor and Trustor
shall have established and maintained adequate reserves with Beneficiary for the
full payment and satisfaction of such suit or action if determined adversely to
Trustor, may defend same, or otherwise take such action therein as the Trustee
or Beneficiary may be advised and may, after providing Trustor with written
notice, pay and expend such sums of money as the Trustee or Beneficiary may deem
to be necessary and Trustor shall pay all reasonable costs and expenses of
Trustee and Beneficiary incurred in connection therewith.

          19.  PERFORMANCE BY TRUSTEE OR BENEFICIARY.  If Trustor fails to make
any payment or perform any act as and in the manner provided in any of the Basic
Documents and such failure becomes an "Event of Default" thereunder, then the
Trustee or Beneficiary, at the election of either of them and without any
obligation to do so, after the giving of reasonable notice to the Trustor, or
any successor in interest of the Trustor, or any of them and without releasing
Trustor from any obligation hereunder, may make such payment or perform such act
and incur any liability, or expend whatever amounts, in its absolute discretion,
it may deem necessary therefor.  In connection therewith (without limiting their
general and other powers, whether conferred herein, in another Basic Document or
by law), Beneficiary and Trustee, and each of them, shall have and are hereby
given the right, but not the obligation, (i) to enter upon and take possession
of the Property; (ii) to make additions, alterations, repairs and improvements
to the Property which they or either of them may consider necessary or proper to
keep the Property in good condition and repair; (iii) to appear and participate
in any action or proceeding affecting or which may affect the security hereof or
the rights or powers of Beneficiary or Trustee; (iv) to pay, purchase, contest
or compromise any encumbrance, claim, charge, lien or debt which in the judgment
of either may affect or appears to affect the security of this Deed of Trust or
to be prior or superior hereto; and (v) in exercising such powers, to pay
necessary expenses, including employment of counsel and other necessary or
desirable consultants.  All sums incurred or expended by the Trustee or
Beneficiary, under the terms hereof (including, without limiting the generality
of the foregoing, costs of evidence of title, court costs, appraisals, surveys,
and receiver's, Trustee's and attorneys' fees, costs and expenses (including,
without limitation, the fees and expenses of attorneys for Trustee), whether or
not an action is actually commenced in connection therewith), shall become due
and payable by the Trustor to the Trustee on the next interest or payment date
under the Notes secured hereby and shall bear interest until paid at an annual
percentage rate equal to the Agreed Rate.  In no event shall 

                                      21
<PAGE>

the payment or performance of any obligation by Trustee or Beneficiary be 
construed as a waiver of the default occasioned by Trustor's failure to make 
such payment or payments or to perform such obligation or obligations.

          20.  INSPECTIONS.  Upon reasonable advance written notice,
Beneficiary, or its agents, representatives or workers, are authorized to enter
at any reasonable time upon or in any part of the Property for the purpose of
inspecting the same and for the purpose of performing any of the acts it is
authorized to perform hereunder or under the terms of any of the Basic
Documents; PROVIDED THAT, Beneficiary, its agents, representatives and workers
shall not unreasonably interfere with the Trustor's or its tenants' operations
on the Property.

          21.  INVALIDITY OF LIEN.  If the lien of this Deed of Trust is invalid
or unenforceable as to any part of the Obligations, or if the lien is invalid or
unenforceable as to any part of the Property, the unsecured or partially secured
portion of the Obligations shall be completely paid prior to the payment of the
remaining and secured or partially secured portion of the Obligations, and all
payments made on the Obligations, whether voluntary or under foreclosure or
other enforcement action or procedure, shall be considered to have been first
paid on and applied to the full payment of that portion of the Obligations which
are not secured or are not fully secured by the lien of this Deed of Trust.

          22.  SUBROGATION.  To the extent that proceeds of the Notes or other
sums advanced by Beneficiary are used to pay any outstanding lien, charge or
prior encumbrance against the Property, such proceeds shall be deemed to have
been advanced by Beneficiary at Trustor's request and Beneficiary shall be
subrogated to any and all rights and liens held by any owner or holder of such
outstanding liens, charges and prior encumbrances, regardless of whether said
liens, charges or encumbrances are released.

          23.  EVENTS OF DEFAULT.  Trustor will be in default under this Deed of
Trust upon the occurrence of any one or more of the following events (some or
all collectively, "EVENTS OF DEFAULT"; any one singly, an "EVENT OF DEFAULT"):

               (a)  FAILURE TO PAY.  Any installment of principal on any Note is
     not paid when due, whether at stated maturity, by acceleration, by notice
     of voluntary prepayment, by mandatory prepayment or otherwise; or any
     installment of interest or any other amounts due and owing under the Note
     Purchase Agreement, this Deed of Trust or any other Basic Document, or any
     other amount the payment of which is secured hereby, is not paid within
     fifteen (15) days after the date when due; or 

               (b)  OTHER BREACHES HEREOF.  A breach by Trustor of any
     representation, warranty or covenant in this Deed of Trust which is not
     cured within thirty (30) days after the earlier of (i) an officer of
     Trustor or SFG (its parent) becoming aware of such default, and (ii)
     receipt by Trustor of notice from Trustee, Beneficiary or any Holder of
     such default; or

               (c)  DEFAULTS UNDER OTHER BASIC DOCUMENTS.  The occurrence under
     the Note Purchase Agreement or any of the other Basic Documents of an
     "Event of Default" (as defined therein).

          24.  REMEDIES.  At any time after an Event of Default, Beneficiary and
Trustee will be entitled to invoke any and all of the following rights and
remedies, all of which will be cumulative, and the exercise of any one or more
of which shall not constitute an election of remedies:

               (a)  ACCELERATION.  Beneficiary may declare any or all of the
     Obligations to be due and payable immediately, without presentment, demand,
     protest or notice of any kind.

                                      22
<PAGE>

               (b)  RECEIVER.  Subject to applicable Gaming Laws, Beneficiary
     may apply to any court of competent jurisdiction for, and obtain
     appointment of, a receiver for the Property or any part thereof, without
     notice to Trustor or anyone claiming under Trustor, and without regard to
     the then value of the Property or the adequacy of any security for the
     Obligations, and Trustor hereby irrevocably consents to such appointment
     and waives notice of any application therefor to the fullest extent
     permitted by law.  Any such receiver or receivers shall have all the usual
     powers and duties of receivers in like or similar cases and all the powers
     and duties of Beneficiary in case of entry as provided herein and in the
     Note Purchase Agreement and shall continue as such and exercise all such
     powers until the later of (i) the date of confirmation of sale of all of
     the Property; (ii) the disbursement of all proceeds of the Property
     collected by such receiver and the payment of all expenses incurred in
     connection therewith; or (iii) the termination of such receivership with
     the consent of Beneficiary or pursuant to an order of a court of competent
     jurisdiction.

               (c)  ENTRY.  Beneficiary, in person, by agent or by 
     court-appointed receiver, may enter, take possession of, manage and operate
     all or any part of the Property, subject to applicable Gaming Laws, and may
     also do any and all other things in connection with those actions that
     Beneficiary may, in its sole discretion, consider necessary and appropriate
     to protect the security of this Deed of Trust.  Such other things may
     include, among other things, any of the following: taking and possessing
     all of Trustor's or the then owner's books and records; entering into,
     enforcing, modifying, or canceling Leases on such terms and conditions as
     Beneficiary may consider proper; obtaining and evicting tenants; fixing or
     modifying Rents; collecting and receiving any payment of money owing to
     Trustor; completing any construction; and contracting for and making
     repairs and alterations.  If Beneficiary so requests, Trustor shall
     assemble all of the Property that has been removed from the Real Property
     and make all of it available to Beneficiary at the site of the Real
     Property.  Trustor hereby irrevocably constitutes and appoints Beneficiary
     as Trustor's attorney-in-fact to perform such acts and execute such
     documents as Beneficiary in its sole discretion may consider to be
     appropriate in connection with taking these measures, including endorsement
     of Trustor's name on any instruments.  Regardless of any provision of this
     Deed of Trust or the Note Purchase Agreement, Beneficiary shall not be
     considered to have accepted any property other than cash or immediately
     available funds in satisfaction of any Obligation of Trustor to
     Beneficiary, unless Beneficiary has given express written notice of
     Beneficiary's election of that remedy in accordance with the Nevada Uniform
     Commercial Code, as it may be amended or recodified from time to time.

               (d)  CURE; PROTECTION OF SECURITY.  Either Beneficiary or Trustee
     may cure any breach or default of Trustor, and if it chooses to do so in
     connection with any such cure, subject to applicable Gaming Laws,
     Beneficiary or Trustee may also enter the Property and, whether or not
     Beneficiary or Trustee enter the Property, do any and all other things
     which it, in its sole discretion, may consider necessary and appropriate to
     protect the security of this Deed of Trust, including, without limitation,
     the right to complete any Improvements under construction thereon.  Such
     other things may include: appearing in and/or defending any action or
     proceeding which purports to affect the security of, or the rights or
     powers of Beneficiary or Trustee under, this Deed of Trust; paying,
     purchasing, contesting or compromising any encumbrance, charge, lien or
     claim of lien which in Beneficiary's or Trustee's sole judgment is or may
     be senior in priority to this Deed of Trust, such judgment of Beneficiary
     or Trustee to be conclusive as among the parties to this Deed of Trust;
     obtaining insurance and/or paying any premiums or charges for insurance
     required to be carried under this Deed of Trust; otherwise caring for and
     protecting any and all of the Property; and employing counsel, accountants,
     contractors and other appropriate persons to assist Beneficiary or Trustee.
     Beneficiary and Trustee may take any of the actions permitted under this
     Subsection either with or without giving notice to any person.

                                      23
<PAGE>

               (e)  UNIFORM COMMERCIAL CODE REMEDIES.  With respect to Personal
     Property, Beneficiary may exercise any or all of the remedies granted to a
     secured party under Nevada Revised Statutes Article 104.9101 et seq. (the
     Nevada enactment of the Uniform Commercial Code), together with any and all
     other rights and remedies provided in the Company Security Agreement.

               (f)  JUDICIAL ACTION.  Beneficiary may bring an action in any
     court of competent jurisdiction to foreclose this Deed of Trust or to
     obtain specific enforcement of any of the covenants or agreements of this
     Deed of Trust or for any other remedy provided herein, in the Note Purchase
     Agreement, in any Basic Document or otherwise provided by law or in equity.

               (g)  POWER OF SALE.  Under the power of sale herein granted,
     Beneficiary shall have the discretionary right to cause some or all of the
     Property, including any Property which constitutes Personal Property, to be
     sold or otherwise disposed of in any combination and in any manner
     permitted by applicable law.

               (i)  SALES OF PERSONAL PROPERTY.

                    (A)  For purposes of the power of sale herein granted,
          Beneficiary may elect to treat as Personal Property any Property which
          is intangible or which can be severed from the Land or Improvements
          without causing structural damage.  If Beneficiary chooses to do so,
          Beneficiary may dispose of any Personal Property separately from the
          sale of real property, in any manner permitted by or under the Nevada
          Revised Statutes, including any public or private sale, or in any
          manner permitted by any other applicable law or the Company Security
          Agreement.

                    (B)  The following provision shall apply in the absence of
          any specific statutory requirement which permits or requires a
          different notice period:  In connection with any sale or other
          disposition of such Property, Trustor agrees that the following
          procedures constitute a commercially reasonable sale: Beneficiary
          shall mail written notice of the sale to Trustor not later than ten
          (10) days prior to such sale.  Upon receipt of any written request,
          Beneficiary will, to the extent reasonably practicable, make the
          Property available to any bona fide prospective purchaser for
          inspection during reasonable business hours prior to the sale. 
          Notwithstanding any provision to the contrary, Beneficiary shall be
          under no obligation to consummate a sale if, in its judgment, none of
          the offers received by it equals the fair value of the Property
          offered for sale.  The foregoing procedures do not constitute the only
          procedures that may be commercially reasonable.

               (ii) TRUSTEE'S SALES OF REAL PROPERTY OR MIXED COLLATERAL.

                    (A)  Beneficiary may choose to dispose of some or all of the
          Property which consists solely of real property in any manner then
          permitted by applicable law.  In its discretion, Beneficiary may also
          or alternatively choose to dispose of some or all of the Property, in
          any combination consisting of both real and personal property,
          together in one sale to be held in accordance with the law and
          procedures applicable to real property.   Trustor agrees that any sale
          of personal property together with real property constitutes a
          commercially reasonable sale of the personal property.  For purposes
          of this power of sale, either a sale of real property alone, or a sale
          of both real and personal property together in accordance with law,
          will sometimes be referred to as a "TRUSTEE'S SALE."

                    (B)  Before any Trustee's Sale, Beneficiary or Trustee shall
          give and record such notice of default and election to sell as may
          then be required by law.  When 

                                      24
<PAGE>

          all time periods then legally mandated have expired, and after such 
          notice of sale as may then be legally required has been given, 
          Trustee shall sell the property being sold at a public auction to 
          be held at the time and place specified in the notice of sale.  
          Neither Trustee nor Beneficiary shall have any obligation to make 
          demand on Trustor before any Trustee's Sale.  From time to time, in 
          accordance with then applicable law, Trustee may, and in any event 
          at Beneficiary's request shall, postpone any Trustee's sale by public 
          announcement at the time and place noticed for that sale, or may, in 
          its discretion, give a new notice of sale.

                    (C)  At any Trustee's Sale, Trustee shall sell to the
          highest bidder at public auction for cash in lawful money of the
          United States.  Trustee shall execute and deliver to the purchaser(s)
          a deed or deeds conveying the property being sold without any covenant
          or warranty whatsoever, express or implied.  The recitals in any such
          deed of any matters or facts, including any facts bearing upon the
          regularity or validity of any Trustee's Sale, shall be conclusive
          proof of their truthfulness.  Any such deed shall be conclusive
          against all persons as to the facts recited in it.

               (h)  SINGLE OR MULTIPLE FORECLOSURE SALES.  If the Property at
     the time of sale or other disposition consists of more than one lot, parcel
     or item of property, Beneficiary may:

                    (i)  Designate the order in which the lots, parcels or items
          shall be sold or disposed of or offered for sale or disposition; and

                    (ii) Elect to dispose of the lots, parcels or items through
          a single consolidated sale or disposition to be held or made under the
          power of sale herein granted, or in connection with judicial
          proceedings, or by virtue of a judgment and decree of foreclosure and
          sale; or through two or more such sales or dispositions; or in any
          other manner that Beneficiary may deem to be in its best interests
          (any such sale or disposition, a "FORECLOSURE SALE;" any two or more,
          "FORECLOSURE SALES").

     If Beneficiary chooses to have more than one Foreclosure Sale, Beneficiary
     at its option may cause the Foreclosure Sales to be held simultaneously or
     successively, on the same day, or on such different days and at such
     different times and in such order as Beneficiary may deem to be in its best
     interests.  No Foreclosure Sale shall terminate or affect the liens of this
     Deed of Trust on any part of the Property which has not been sold, until
     all of the Obligations have been paid and satisfied in full.

          25.  COSTS OF ENFORCEMENT.  If an installment of principal or interest
on the Notes is not paid when due or if any other Event of Default occurs,
Beneficiary and Trustee, and each of them, may employ an attorney or attorneys
to protect their rights hereunder.  Trustor promises to pay to Beneficiary, on
demand, the fees and expenses of such attorneys and all other costs of enforcing
the Obligations secured hereby, including but not limited to, recording fees,
the expense of a Trustee's Sale Guarantee, Trustee's fees and expenses,
receivers' fees and expenses, and all other expenses, of whatever kind or
nature, incurred by Beneficiary and Trustee, and each of them, in connection
with the enforcement of the Obligations secured hereby, whether or not such
enforcement includes the filing of a lawsuit.  Until paid, such sums shall be
secured hereby and shall bear interest, from date of expenditure, at an annual
rate equal to the Agreed Rate.

          26.  REMEDIES CUMULATIVE AND NOT EXCLUSIVE.  Trustee and Beneficiary,
and each of them, shall be entitled to enforce payment and performance of any
indebtedness or other Obligations secured hereby and to exercise all rights and
powers under this Deed of Trust or under any Basic Document or other agreement
or any laws now or hereafter in force, notwithstanding some or all of the said
indebtedness and other Obligations secured hereby may now or hereafter be
otherwise secured, whether by mortgage, deed 

                                      25
<PAGE>

of trust, pledge, lien, assignment or otherwise.  Neither the acceptance of 
this Deed of Trust nor its enforcement whether by court action or pursuant to 
the power of sale or other powers herein contained, shall prejudice or in any 
manner affect Trustee's or Beneficiary's right to realize upon or enforce any 
other security now or hereafter held by Trustee or Beneficiary, it being 
agreed that Trustee and Beneficiary, and each of them, shall be entitled to 
enforce this Deed of Trust and any other security now or hereafter held by 
Beneficiary or Trustee in such order and manner as they or either of them may 
in their absolute discretion determine.  No remedy herein conferred upon or 
reserved to Trustee or Beneficiary is intended to be exclusive of any other 
remedy herein or by law provided or permitted, but each shall be cumulative 
and shall be in addition to every other remedy given hereunder or now or 
hereafter existing at law or in equity or by statute.  Every power or remedy 
given by any of the Basic Documents to Trustee or Beneficiary or to which 
either of them may be otherwise entitled, may be exercised, concurrently or 
independently, from time to time and as often as may be deemed expedient by 
Trustee or Beneficiary and either of them may pursue inconsistent remedies.

          27.  CREDIT BIDS.  At any Foreclosure Sale, any person, including
Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any
part thereof to the extent permitted by then applicable law.  Instead of paying
cash for such property, Beneficiary may settle therefor by crediting such
portion of the following obligations against the sales price of the property as
is necessary to equal such price:

               (a)  First, the portion of the Obligations attributable to the
     expenses of sale, costs of any action and any other sums for which Trustor
     is obligated to pay or reimburse Beneficiary or Trustee hereunder or under
     any other Basic Document; and

               (b)  Second, any of the other Obligations, in any order and
     proportion as Beneficiary, in its sole discretion, may elect.

          28.  APPLICATION OF FORECLOSURE SALE PROCEEDS.  Beneficiary and
Trustee shall apply the proceeds of any Foreclosure Sale in the following
manner:

               (a)  First, to pay the portion of the Obligations attributable to
     the expenses of sale, costs of any action and any other sums for which
     Trustor is obligated to reimburse Beneficiary or Trustee hereunder or under
     any other Basic Document;

               (b)  Second, to pay the portion of the Obligations attributable
     to any sums expended or advanced by Beneficiary or Trustee under the terms
     of this Deed of Trust which then remain unpaid;

               (c)  Third, to pay any and all other Obligations, in any order
     and proportion as Beneficiary, in its sole discretion, may elect; and

               (d)  Fourth, the remainder, if any, shall be remitted to the
     person or persons entitled to it.

          29.  APPLICATION OF RENTS AND OTHER SUMS.  Beneficiary shall apply any
and all Rents collected by it, and any and all sums, other than proceeds of a
Foreclosure Sale, which Beneficiary may receive or collect, in the following
manner:

               (a)  First, to pay the portion of the Obligations attributable to
     the costs and expenses of operation and collection that may be incurred by
     Trustee, Beneficiary or any receiver;

                                      26
<PAGE>

               (b)  Second, to pay any and all other Obligations in any order
     and proportion as Beneficiary, in its sole discretion, may elect; and

               (c)  Third, the remainder, if any, shall be remitted to the
     person or persons entitled to it. 

Beneficiary shall have no liability for any funds which it does not actually
receive.

          30.  INCORPORATION OF CERTAIN NEVADA COVENANTS.  The following
covenants, Nos. 1, 3, 4 (at the Agreed Rate), 6, 7 (reasonable), 8 and 9 of
Nevada Revised Statutes 107.030, where not in conflict with the provisions of
the Basic Documents, 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 or (b) subject
to any applicable Gaming Laws, have a receiver appointed as a matter of right
without regard to the sufficiency of said property or any other security or
guaranty and without any showing as required by Nevada Revised Statutes Section
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. 
The sale of said property conducted pursuant to Covenants Nos. 6, 7 and 8 of
Nevada Revised Statutes Section 107.030 may be conducted either as to the whole
of said property or in separate parcels and in such order as Trustee may
determine.

          31.  SUBSTITUTION OF TRUSTEE.  Beneficiary or its assigns may, from
time to time, by a written instrument executed and acknowledged by Beneficiary,
recorded in the county in which the Real Property is located and otherwise
complying with applicable law, and delivered to Trustor, appoint a successor
trustee or trustees to any Trustee named herein or acting hereunder, to execute
the trust created by the Deed of Trust or other conveyance in trust.  Upon the
recording of such instrument, the new trustee or trustees shall, without
conveyance from the predecessor trustee, be vested with all the title, estate,
interest, rights, powers, duties and trusts in the premises vested in or
conferred upon the predecessor trustee.  If there be more than one trustee,
either may act alone and execute the trusts upon the request of the Beneficiary,
and all his acts thereunder shall be deemed to be the acts of all trustees, and
the recital in any conveyance executed by such sole trustee of such request
shall be conclusive evidence thereof, and of the authority of such sole trustee
to act.

          32.  BINDING NATURE.  This Deed of Trust applies to, inures to the 
benefit of and binds Trustor and the heirs, legatees, devisees, 
administrators, personal representatives, executors and the successors and 
assigns thereof, Trustee and Beneficiary.  Trustee and Beneficiary will 
provide to Trustor written notice of any assignment of Beneficiary's or 
Trustee's interest hereunder.  As used herein, the term "Beneficiary" shall 
mean the owners and holders of the Notes and/or any other Obligations from 
time to time, whether or not named as Beneficiary herein (it being expressly 
agreed, however, that Beneficiary may act through an agent; that only the 
signature of such agent is required on any amendment hereof or any consent, 
approval or other action hereunder; and that SunAmerica Life Insurance 
Company is the initial agent hereunder); the term "Trustee" shall mean the 
trustee appointed hereunder from time to time, whether or not notice of such 
appointment is given; and the term "Trustor" shall mean the Trustor named 
herein and the permitted successors-in-interest, if any, of said named 
Trustor, in and to the Property or any part thereof.  If there be more than 
one Trustor hereunder, their obligations hereunder shall be joint and 
several.  It is expressly agreed that the trust created hereby is irrevocable 
by Trustor.

          33.  ACCEPTANCE OF TRUST; RESIGNATION BY TRUSTEE.  Trustee accepts
this trust when this Deed of Trust, duly executed and acknowledged, is made a
public record as provided by law, reserving, however, unto the Trustee, the
right to resign from the duties and obligations imposed herein whenever 

                                      27
<PAGE>

Trustee, in its sole discretion, deems such resignation to be in the best 
interest of the Trustee.  Written notice of such resignation shall be given 
to Trustor and Beneficiary.

          34.  FULL PERFORMANCE REQUIRED; SURVIVAL OF WARRANTIES.  All
representations, warranties and covenants of Trustor contained in any loan
application or made to Beneficiary in connection with the Notes and other
Obligations secured hereby or contained in any of the Basic Documents or
incorporated by reference therein, shall survive the execution and delivery of
this Deed of Trust and shall remain continuing obligations, warranties and
representations of Trustor so long as any portion of the Obligations secured by
this Deed of Trust remains outstanding.

          35.  WAIVER OF CERTAIN RIGHTS BY TRUSTOR.  Trustor waives, to the
extent permitted by law, (i) the benefit of all laws now existing or that may
hereafter be enacted providing for any appraisement before sale of any portion
of the Property, (ii) all rights of redemption, valuation, appraisement, stay of
execution, notice of election to mature or declare due the whole of the secured
indebtedness and marshalling in the event of foreclosure of the liens hereby
created, and (iii) all rights and remedies which Trustor may have or be able to
assert by reason of the laws of the State of Nevada pertaining to the rights and
remedies of sureties.  Without limiting the generality of the foregoing, Trustor
waives, to the extent permitted by law, all rights (including any rights
provided by Nevada Revised Statutes 100.040 and 100.050) to direct the order in
which any of the Property shall be sold in the event of any sale or sales
pursuant hereto and to have any of the Property or any other property now or
hereafter constituting security for the indebtedness or other Obligations
secured hereby marshalled upon any foreclosure of this Deed of Trust or of any
other security for any of such indebtedness or other Obligations.

          36.  CONSTRUCTION.  The language in all parts of this Deed of Trust
shall be in all cases construed simply according to its fair meaning and not
strictly for or against any of the parties hereto.   Headings at the beginning
of Sections, Subsections, paragraphs and subparagraphs of this Deed of Trust are
solely for the convenience of the parties, are not a part hereof and shall not
be used in construing this Deed of Trust.  The preamble, any recitals and all
exhibits and schedules to this Deed of Trust are part of this Deed of Trust and
are incorporated herein by this reference.  When required by the context: 
whenever the singular number is used in this Deed of Trust, the same shall
include the plural, and the plural shall include the singular; and the masculine
gender shall include the feminine and neuter genders and vice versa.  Unless
otherwise required by the context (or otherwise provided herein): the words
"HEREIN", "HEREOF" and "HEREUNDER" and similar words shall refer to this Deed of
Trust generally and not merely to the provision in which such term is used; the
word "PERSON" shall include individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority and other entity of whatever
nature;  the words "INCLUDING", "INCLUDE" or "INCLUDES" shall be interpreted in
a non-exclusive manner as though the words "but not limited to" or "but without
limiting the generality of the foregoing" or "without limitation" immediately
followed the same; the word "MONTH" shall mean calendar month; and the term
"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or legal holiday
under the laws of the State of California or Nevada.  If the day on which
performance of any act or the occurrence of any event hereunder is due is not a
business day, the time when such performance or occurrence shall be due shall be
the first business day occurring after the day on which performance or
occurrence would otherwise be due hereunder.  All times provided in this Deed of
Trust for the performance of any act will be strictly construed, time being of
the essence hereof.

          37.  PRIORITY.  This Deed of Trust is intended to have, and retain,
priority over all other liens and encumbrances upon the Real Property, excepting
only: (i) such Impositions as, at the date hereof, have, or, by law, gain
priority over the lien created hereby; (ii) covenants, conditions, restrictions,
easements, rights of way and Leases which are of record and which, on the date
hereof, affect the Real Property and are superior in right or have priority over
this Deed of Trust; (iii) Leases, liens, encumbrances and other matters as to
which Beneficiary hereafter expressly subordinates the lien of this Deed of
Trust by 

                                      28
<PAGE>

written instrument in recordable form; (iv) Permitted FF&E Liens hereinafter 
placed on any portion of the Property; and (v) to the extent not included 
within CLAUSES (i) through (iv) above, the Permitted Exceptions.  Under no 
circumstances shall Beneficiary be obligated or required to subordinate the 
lien hereof to any lien, encumbrance, covenant or other matter affecting the 
Real Property or any portion thereof, except with respect to Permitted FF&E 
Liens and except as otherwise expressly provided herein.  Beneficiary may, 
however, at Beneficiary's option, exercisable in its sole and absolute 
discretion, subordinate the lien of this Deed of Trust, in whole or in part, 
to any or all Leases, liens, encumbrances or other matters affecting all or 
any portion of the Real Property, by executing and recording, in the Office 
of the County Recorder of the county or counties in which the Real Property 
is located, a unilateral declaration of such subordination specifying the 
Lease, lien, encumbrance or other matter or matters to which this Deed of 
Trust shall thereafter be subordinate. 

          38.  AMENDMENTS.  This Deed of Trust cannot be waived, changed,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of any waiver, change, discharge or
termination is sought.

          39.  FIXTURE FILING AND FINANCING STATEMENT.  Portions of the Personal
Property (and portions of the Real Property) are goods which are or are to
become fixtures on or relating to the Real Property.  This Deed of Trust
constitutes a financing statement filed as a fixture filing in the Official
Records of the County Recorder of the County in which the Property is located
with respect to any and all fixtures included within the term "Property" as used
herein and with respect to any goods or other Personal Property that may now be
or hereafter become such fixtures.  The address of Beneficiary, from which
information concerning the security interest granted hereunder may be obtained,
is:

               SunAmerica Life Insurance Company
               1 SunAmerica Center
               Century City
               Los Angeles, California  90067-6022
               Attention:  Director-Mortgage Lending and
                           Real Estate

          40.  ATTORNEY-IN-FACT.  Subject to any applicable Gaming Laws, Trustor
hereby appoints Beneficiary the attorney-in-fact of Trustor to prepare, sign,
file and record one or more financing statements; any documents of title or
registration, or like papers, and to take any other action deemed necessary,
useful or desirable by Beneficiary to perfect and preserve Beneficiary's
security interest against the rights or interests of third persons.

          41.  RELEASES, EXTENSIONS, MODIFICATIONS AND ADDITIONAL SECURITY.

          (a)  From time to time, Beneficiary may perform any of the following
acts without incurring any liability or giving notice to any person, and without
affecting the personal liability of any person for the payment of the
Obligations (except as provided below), and without affecting the security
hereof for the full amount of the Obligations on all Property remaining subject
hereto, and without the necessity that any sum representing the value of any
portion of the Property affected by the Beneficiary's action be credited on the
Obligations:

               (i)   Release any person liable for payment of any Obligation;

               (ii)  Extend the time for payment, or otherwise alter the terms 
     of payment, of any Obligation;

                                      29
<PAGE>

               (iii) Accept additional real or personal property of any kind
     as security for any Obligation, whether evidenced by deeds of trust,
     mortgages, security agreements or any other instruments of security; or

               (iv)  Alter, substitute or release any property securing the
     Obligations.

          (b)  From time to time when requested to do so by Beneficiary in
writing, Trustee may perform any of the following acts without incurring any
liability or giving notice to any person:

               (i)   Consent in writing to the making of any plat or map of the
     Property or any part of it;

               (ii)  Join in granting any easement or creating any restriction
     affecting the Property;

               (iii) Join in any subordination or other agreement affecting
     this Deed of Trust or the lien of it or other agreement or instrument
     relating hereto or to the Property or any portion thereof; or

               (iv)  Reconvey the Property or any part of it without any
     warranty.

          42.  EXCULPATION AND INDEMNIFICATION.

          (a)  Beneficiary shall not be directly or indirectly liable to Trustor
or any other person as a consequence of any of the following:

               (i)   Beneficiary's exercise of or failure to exercise any 
     rights, remedies or powers granted to Beneficiary in this Deed of Trust;

               (ii)  Beneficiary's failure or refusal to perform or discharge 
     any obligation or liability of Trustor under any agreement related to the
     Property or under this Deed of Trust; or

              (iii)  Any loss sustained by Trustor or any third party
     resulting from Beneficiary's failure to lease the Property, or from any
     other act or omission of Beneficiary in managing the Property, after an
     Event of Default, unless the loss is caused by the willful misconduct or
     bad faith of Beneficiary.

To the extent permitted by applicable law, Trustor hereby expressly waives and
releases all liability of the types described above, and agrees that no such
liability shall be asserted against or imposed upon Beneficiary.

          (b)  Except for losses caused by the willful misconduct or bad faith
of Trustee or Beneficiary, Trustor agrees to indemnify Trustee and Beneficiary
against and hold them harmless from all losses, damages, liabilities, claims,
causes of action, judgments, court costs, attorneys' fees and other reasonable
legal expenses, cost of evidence of title, cost of evidence of value, and other
reasonable costs and expenses which either may suffer or incur:

               (i)  In performing any act required or permitted by this Deed of
     Trust or any of the other Basic Documents or by law; or

               (ii) Because of any failure of Trustor to perform any of
     Trustor's Obligations.

                                      30
<PAGE>

This agreement by Trustor to indemnify Trustee and Beneficiary shall survive the
release and cancellation of any or all of the Obligations and the full or
partial release and/or reconveyance of this Deed of Trust.

          (c)  Trustor shall pay all obligations to pay money arising under this
Deed of Trust immediately upon demand by Trustee or Beneficiary.

          43.  RELATIONSHIP TO NOTE PURCHASE AGREEMENT.  This Deed of Trust has
been executed pursuant to and is subject to the terms of the Note Purchase
Agreement and Trustor agrees to observe and perform all provisions contained
therein, to the extent the same are applicable to Trustor.  If and to the extent
of any conflict between the provisions of the Note Purchase Agreement applicable
to Trustor and the provisions of this Deed of Trust, the stricter provisions
shall control.

          44.  RELATIONSHIP TO COMPANY SECURITY AGREEMENT.  Concurrently
herewith, Trustor is entering into the Company Security Agreement with
Beneficiary with respect to the Personal Property.  As provided above, the terms
of said Agreement shall, with respect to the Personal Property and the security
interest granted hereby, supplement the terms of this Deed of Trust and, if and
to the extent of any conflict with the terms hereof applicable to said security
interest and Personal Property, shall, to the extent enforceable, control. 
Nothing in this SECTION 44 shall be deemed or construed, however, to impair the
rights of Beneficiary to conduct one or more Trustee's Sales at which real and
personal property are sold together pursuant to the laws applicable to the sale
of real property.

          45.  RELATIONSHIP TO COMPANY ENVIRONMENTAL INDEMNITY AGREEMENT. 
Concurrently herewith, Trustor has executed the Company Environmental Indemnity
for the benefit of the Beneficiary and certain other "Indemnitees" (as defined
therein) pertaining to the Property.  Trustor hereby acknowledges and agrees
that, notwithstanding any other provision of this Deed of Trust to the contrary,
the obligations of Trustor under the Company Environmental Indemnity shall be
unlimited personal obligations of Trustor, the obligations of Trustor under such
instrument shall not be secured by this Deed of Trust and shall survive
foreclosure under this Deed of Trust, any transfer in lieu thereof, and any
satisfaction of the Obligations.

          46.  SEVERABILITY.  If any provision in or obligation under this Deed
of Trust shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

          47.  LOAN STATEMENT FEES.  Trustor shall pay the amount demanded by
Beneficiary or its authorized loan servicing agent for any statement regarding
the Obligations secured hereby; provided, however, that such amount may not
exceed the maximum amount allowed by law at the time request for the statement
is made.

          48.  NOTICES.  

          (a)  METHODS; ADDRESSEES.  All notices, requests and demands to be
made hereunder to the parties hereto shall be in writing and shall be given by
any of the following means:  (i) personal service; (ii) electronic
communication, whether by telex, telegram or telecopying (if confirmed in
writing sent by registered or certified, first class mail, return receipt
requested); or (iii) registered or certified, first class mail, return receipt
requested.  Such addresses may be changed by notice to the other parties given
in the same manner as provided above.  Any notice, demand or request sent
pursuant to CLAUSE (i) of this Section shall be deemed received upon such
personal service, and if sent pursuant to CLAUSE (ii) of this Section shall be
deemed received upon receipt if sent prior to 5:00 p.m. on a Business Day, and
otherwise shall be deemed received on the next succeeding Business day, and, if
sent pursuant to CLAUSE (iii) of this Section shall be deemed received three (3)
days following deposit in the mail.

                                      31
<PAGE>

     TO BENEFICIARY:     SunAmerica Life Insurance Company
                         1 SunAmerica Center
                         Century City
                         Los Angeles, California  90067-6022
                         Attention:  Director-Mortgage Lending and Real Estate
                         Facsimile No.:  (310) 772-6573

     TO TRUSTOR:         Santa Fe Hotel Inc.
                         4949 North Rancho Road
                         Las Vegas, Nevada  89130
                         Attention:  Mr. Thomas Land
                         Facsimile No.:  (702) 658-4303

     TO TRUSTEE:         United Title of Nevada
                         3980 Howard Hughes Parkway #100
                         Las Vegas, Nevada 89109
                         Attention:  Wayne Gillins
                         Facsimile No.:  (702) 836-8155

          (b)  RELIANCE OF FAXES.  Each party hereto (a "RECIPIENT") who
receives from another party hereto (a "SENDER") by electronic facsimile
transmission (telecopier or fax) any writing which appears to be signed by an
authorized signatory of that Sender is authorized to rely and act upon that
writing in the same manner as if the original signed writing was in the
possession of the Recipient upon oral confirmation of that Sender to the
Recipient that the writing was signed by an authorized signatory of that Sender
and is intended by that Sender to be relied upon by the Recipient.  Each party
transmitting any writing to any other party by electronic facsimile transmission
agrees to forward immediately to that Recipient, by expedited means (for next
day delivery, if possible), or by first class mail if the Recipient so agrees,
the signed hard copy of that writing, unless the Recipient expressly agrees to
some other disposition of the original by the Sender.

          49.  GOVERNING LAW.  THIS DEED OF TRUST SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

          50.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST TRUSTOR ARISING OUT OF OR RELATING TO THIS DEED OF
TRUST MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN
THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS DEED OF TRUST TRUSTOR
ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS DEED OF TRUST.  Trustor
hereby agrees that service of all process in any such proceeding in any such
court may be made by registered or certified mail, return receipt requested, to
Trustor at its address provided in SECTION 48 above, such service being hereby
acknowledged by Trustor to be sufficient for personal jurisdiction in any action
against Trustor in any such court and to be otherwise effective and binding
service in every respect.  Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of
Beneficiary to bring proceedings against Trustor in the courts of any other
jurisdiction.

                                      32
<PAGE>

          51.  WAIVER OF JURY TRIAL.  TRUSTOR HEREBY AGREES TO WAIVE ITS RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS DEED OF TRUST.  The scope of this waiver is intended to be all-encompassing
of any and all disputes that may be filed in any court and that relate to the
subject matter of this transaction, including without limitation contract
claims, tort claims, breach of duty claims, and all other common law and
statutory claims.  Trustor acknowledges that this waiver is a material
inducement for Beneficiary to enter into a business relationship, that
Beneficiary has already relied on this waiver in entering into this Deed of
Trust and that Beneficiary will continue to rely on this waiver in the parties'
related future dealings.  Trustor further warrants and represents that Trustor
has reviewed this waiver with its legal counsel, and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS DEED OF TRUST.  In the event of
litigation, this Deed of Trust may be filed as a written consent to a trial by
the court.

          52.  NONFOREIGN ENTITY.  Section 1445 of the Internal Revenue Code of
1986, as amended (the "CODE") provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person.  To inform
Beneficiary that the withholding of tax will not be required in the event of the
disposition of the Property pursuant to the terms of this Deed of Trust, Trustor
hereby certifies, under penalty of perjury, that:

          (a)  Trustor is not a foreign corporation, foreign partnership,
foreign trust or foreign estate, as those terms are defined in the Code and the
regulations promulgated thereunder; and

          (b)  Trustor's U.S. employer identification number is 88-035356; and

          (c)  Trustor's principal place of business is 4949 North Rancho Road,
Las Vegas, Nevada 89130.

It is understood that Beneficiary may disclose the contents of this
certification to the Internal Revenue Service and that any false statement
contained herein could be punished by fine, imprisonment or both.  Trustor
covenants and agrees to execute such further certificates, which shall be signed
under penalty of perjury, as Beneficiary shall reasonably require.  The covenant
set forth herein shall survive the foreclosure of the lien of this Deed of Trust
or acceptance of a deed in lieu thereof.

          53.  SUBORDINATION AND INTERCREDITOR AGREEMENT.  The parties hereto
hereby acknowledge and agree that the Subordination and Intercreditor Agreement
has been executed, delivered and recorded concurrently with the execution,
delivery and recordation of this Deed of Trust.  Pursuant to the Subordination
and Intercreditor Agreement, the lien of this Deed of Trust on the Property is
made superior to the lien of the Company Indenture Deed of Trust on the
Property, and the lien of the Company Indenture Deed of Trust in and to the
Property is thereby subordinated to the lien of this Deed of Trust in and to the
Property.

                                      33
<PAGE>

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

                              TRUSTOR:

                              SANTA FE HOTEL INC.,
                              a Nevada corporation



                              By:  /s/ Thomas K. Land

                              Its: Senior Vice President and 
                                   Chief Financial Officer

                                      S-1
<PAGE>


STATE OF ______________________    )
                                   ) SS
COUNTY OF _____________________    )


          On ___________, 1998 before me, the undersigned, a Notary Public in
and for said State, personally appeared ________________________________ and
________________________________ personally known to me or proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.


          WITNESS my hand and official seal.



          Signature ___________________________


<PAGE>

                                      EXHIBIT A
                                          
                                 LEGAL DESCRIPTION



























                                      A-1
<PAGE>
                                           
                                     EXHIBIT B
                                PERMITTED EXCEPTIONS



























                                      A-1