Exhibit 10.14


                         HYATT GAMING SECURITY AGREEMENT


           THIS HYATT GAMING SECURITY AGREEMENT, dated as of March 14, 2000
(herein as amended, restated, supplemented or otherwise modified from time to
time, called this "Hyatt Gaming Security Agreement"), is between Windsor
Woodmont Black Hawk Resort Corp., a Colorado corporation (herein called the
"Debtor"), and Hyatt Gaming Management, Inc., a Nevada corporation (herein,
together with its successors and assigns, called the "Lender"). Capitalized
terms used but not otherwise defined herein shall have the meanings given in the
Subordinated Loan Agreement (as hereinafter defined).

                              W I T N E S S E T H:
                               - - - - - - - - - -

                                    RECITALS

           WHEREAS, the Debtor and SunTrust Bank, a Georgia banking corporation,
as trustee (herein, together with its successors in such capacity called the
"Indenture Trustee") are, contemporaneously with the execution and delivery of
this Hyatt Gaming Security Agreement, entering into that certain Indenture of
even date herewith (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Indenture"), pursuant to which Debtor
(a) is issuing its 13% Series A First Mortgage Notes due 2005 (such notes,
together with any notes issued in replacement thereof or in exchange therefor,
the "Series A Notes"), and (b) will issue its 13% Series B First Mortgage Notes
due 2005 (such notes, together with any notes issued in replacement thereof or
in exchange therefor, the "Series B Notes" and together with the Series A Notes,
the "Initial Notes"), in the original aggregate principal amount of $100,000,000
and pursuant to which Debtor may issue up to an additional $35,000,000 aggregate
principal amount of notes in the same series as the Initial Notes (such notes,
together with any notes issued in replacement thereof or in exchange therefor,
the "Additional Notes" and, together with the Initial Notes, the "Notes").

           WHEREAS, it is a condition precedent to the purchase of the Initial
Notes that Debtor shall have executed and delivered that certain Security
Agreement of even date herewith (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "First Security
Agreement") to the Indenture Trustee for itself and the ratable benefit of the
holders from time to time of the Notes to secure the due and punctual payment
and performance of the Obligations (as defined in the First Security Agreement).

           WHEREAS, Debtor and Lender are, contemporaneously with the execution
and delivery of this Hyatt Gaming Security Agreement, entering into that certain
Subordinated Loan Agreement dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Subordinated Loan Agreement") pursuant to which Lender is loaning Debtor the
principal amount of $7,500,000 (the "Subordinated Loan"). To evidence the
Subordinated Loan, Debtor has executed and delivered to Lender that certain
Subordinated Promissory Note of even date herewith (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the
"Subordinated Note"). Capitalized terms used and not otherwise defined herein
shall have the meanings given in the Subordinated Loan Agreement.

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           WHEREAS, it is a condition precedent to Lender's making of the
Subordinated Loan that Debtor shall have executed and delivered this Hyatt
Gaming Security Agreement to Lender to secure the payment and performance of the
Obligations (as hereinafter defined).

           WHEREAS, Lender, Debtor and the Indenture Trustee have entered into
that certain Intercreditor Subordination and Collateral Agreement, (as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Intercreditor Agreement") of even date herewith to establish the relative
priorities of the indebtedness owing by Debtor and of the liens securing such
indebtedness.

           NOW, THEREFORE, in consideration of the foregoing premises and in
order to induce Lender to execute the Subordinated Loan Agreement and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor hereby agrees, for the benefit of Lender as follows:

Section 1. Definitions. When used herein, (a) the terms Account, Chattel Paper,
Deposit Account, Document, Equipment, Fixture, General Intangibles, Goods,
Instruments, Investment Property and Inventory shall have the respective
meanings assigned to such terms in the Uniform Commercial Code (as defined
below) and (b) the following terms shall have the following meanings:

           "Account Debtor" shall mean the party who is obligated on or under
any Account Receivable or Contract Right of the Debtor or, if appropriate, any
General Intangible of the Debtor.

           "Account Receivable" shall mean an Account.

           "Additional Debtor" shall have the meaning assigned to such term
under subsection 9.12.

           "Advance Disbursement Account" shall mean that certain account number
040417634 at Norwest Bank Minnesota, N.A.

           "Advance Disbursement Account Agreement" shall mean that certain
Advance Disbursement Account Agreement of even date herewith by and among
Debtor, Lender, the Indenture Trustee, Disbursement Agent and Securities
Intermediary.

           "Amendment" shall have the meaning assigned to such term under
subsection 9.12.

           "Assignee Deposit Account" shall have the meaning assigned to such
term under Section 4.

           "Cash Collateral Accounts" shall mean the Interest Reserve Account,
the Construction Disbursement Account, the Completion Reserve Account and the
Advance Disbursement Account, each to be maintained by the Disbursement Agent
pursuant to the terms of the Cash Collateral and Disbursement Agreement.

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           "Cash Collateral and Disbursement Agreement" shall mean the Cash
Collateral and Disbursement Agreement among the Debtor, Lender, the Indenture
Trustee, RE TECH+, Inc., as independent construction consultant, First American
Heritage Title Company, as the construction escrow agent, and the Disbursement
Agent (as amended, restated, supplemented or otherwise modified from time to
time).

           "Casino" shall mean the pending project to develop, construct, equip
and operate the Debtor's casino and related amenities.

           "Collateral" shall mean all property or rights in which a security
interest is granted hereunder.

           "Computer Hardware and Software" shall mean (i) all computer and
other electronic data processing hardware, whether now owned, licensed or leased
or hereafter acquired by the Debtor, including, without limitation, all
integrated computer systems, central features, computer elements, card
processing units, memory units, display terminals, printers, readers, tape
drives, hard and soft disk drives, cables, electrical supply hardware,
generators, power equalizers, accessories and all peripheral devices and other
related computer hardware; (ii) all software programs, whether now owned,
licensed or leased or hereafter acquired by the Debtor, designed for use on the
computers and electronic data processing hardware described in clause (i) above,
including, without limitation, all operating system software, utilities and
application programs in whatsoever form (source code and object code in magnetic
tape, disk or hard copy format or any other listings whatsoever); (iii) all
firmware associated therewith, whether now owned, licensed or leased or
hereafter acquired by the Debtor; and (iv) all documentation for such hardware,
software and firmware described in the preceding clauses (i), (ii) and (iii)
above, whether now owned, licensed or leased or hereafter acquired by the
Debtor, including, without limitation, flow charts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes.

           "Contract Right" shall mean any right of the Debtor to payment under
a contract for the sale or lease of Goods or the rendering of services, which
right is at the time of determination not yet earned by performance.

           "Debtor" shall have the meaning assigned to such term in the
Preamble.

           "Disbursement Agent" shall mean Norwest Bank Minnesota, N.A., a
national association, as disbursement agent.

           "Excluded Assets" shall have the meaning assigned to such term in
Section 2.

           "FF&E" shall mean furniture, fixtures or equipment used in the
ordinary course of the business of the Debtor and its Subsidiaries.

           "FF&E Financing" shall mean the incurrence of indebtedness, the
proceeds of which are utilized solely to finance or refinance the acquisition of

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(or entry into a capital lease by the Debtor or a Subsidiary with respect to )
FF&E to the extent permitted by the Subordinated Loan Agreement.

           "First Security Agreement" shall have the meaning assigned to such
term in the Recitals.

           "Gaming Authority" shall mean any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States federal or any foreign government, any state, province or any
city or other political subdivision or otherwise, and whether now or hereafter
in existence, or any officer or official thereof, including the Colorado Limited
Gaming Control Commission and any other applicable gaming regulatory authority
with authority to regulate any gaming operation (or proposed gaming operation)
owned by the Debtor or any of its Subsidiaries and managed or operated by Lender
or any of its Subsidiaries.

           "Gaming Business" shall mean the gaming business and includes all
businesses either licensed or unlicensed by a Gaming Authority necessary for,
incident to or connected with or arising out of the operation of a gaming
establishment or facility (including developing and operating lodging, retail
and restaurant facilities, sports or entertainment facilities, transportation
services or other related activities or enterprises and any additions or
improvements thereto) and any businesses incident and useful to the gaming
business, including, without limitation, food and beverage distribution
operations to the extent that they are operated in connection with a gaming
business.

           "Gaming Laws" shall mean the gaming laws of any jurisdiction or
jurisdictions to which the Debtor or any of its Subsidiaries is, or may at any
time after the date of the Subordinated Loan Agreement, be subject.

           "Gaming License" shall mean any license, permit, franchise or other
authorization from any Gaming Authority required on the date of the Subordinated
Loan Agreement or at any time thereafter to own, lease, operate or otherwise
conduct the Gaming Business of the Debtor, including all licenses granted under
the Gaming Laws of any jurisdiction to which the Debtor or any of its
Subsidiaries is, or may at any time after the date of the Subordinated Loan
Agreement, be subject.

           "Hyatt Gaming Intellectual Property" shall mean certain intellectual
property of which Lender is either the owner or licensee including (a) software
for use at one or more other facilities managed by Lender or its affiliates and
all source and object code versions thereof and all related documentation, flow
charts, user manuals, listing, and service/operator manuals and any
enhancements, modifications, or substitutions thereof, and (b) trade secrets,
trade names, trademarks, know-how and other proprietary information relating to
the operating methods, procedures and policies with respect to the Casino.

           "Hyatt Gaming Security Agreement" shall have the meaning assigned to
such term in the Preamble.

           "Indenture" shall have the meaning assigned to such term in the
Recitals.

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           "Intellectual Property" shall mean all of the following owned by,
issued to or licensed to the Debtor and used in its business, along with all
income, royalties, damages and payments due or payable now or hereafter
(including without limitation, damages and payments for past or future
infringements or misappropriations thereof), the right to sue and recover for
past infringements or misappropriations thereof and any and all corresponding
rights that, now or hereafter, may be secured throughout the world: patents,
patent applications, patent disclosures and inventions (whether or not
patentable and whether or not reduced to practice) and any reissues,
continuations, continuations-in-part, revisions, extensions or reexaminations
thereof; trademarks, service marks, trade styles, trade dress logos, trade
names, corporate names, company names, business names and fictitious business
names, together with all goodwill associated therewith (including, without
limitation, the use of the current corporate name and trade names listed on
Schedule III hereto and all translations, adaptations, derivations and
combinations of the foregoing); copyrights (whether registered, unregistered,
statutory or common law) and copyrightable works; internet domain names; mask
works; and registrations, applications and renewals for any of the foregoing;
trade secrets and confidential information (including, without limitation,
ideas, formulae, compositions, know-how, manufacturing and production processes
and techniques, research and development information drawings, specifications,
designs, plans, proposals, technical data, financial and accounting data,
business and marketing plans, and customer and supplier lists and related
information); computer software (including, without limitation, data, data bases
and documentation); other intellectual property rights; and all copies and
tangible embodiments of the foregoing (in whatever form or medium).

           "Intercreditor Agreement" shall mean the Intercreditor Subordination
and Collateral Agreement among the Debtor, Lender and the Indenture Trustee (as
amended, restated, supplemented or otherwise modified from time to time).

           "Liquor Laws" shall mean the liquor laws of any jurisdiction or
jurisdictions to which the Debtor or any of its Subsidiaries is, or may at any
time after the date of the Subordinated Loan Agreement, be subject.

           "Liquor License" shall mean any license, permit, franchise or other
authorization from any Liquor Licensing Authority necessary or required on the
date of the Subordinated Loan Agreement or at any time thereafter to own, lease,
operate or otherwise conduct the lodging, retail, restaurant or other
entertainment facilities of the Debtor, including all licenses granted under the
Liquor Laws.

           "Liquor Licensing Authority" shall mean means any agency, authority,
board, bureau, commission, department, office or instrumentality of any nature
whatsoever of the United States federal or a foreign government, any state,
province or any city or other political subdivision or otherwise, and whether
now or hereafter in existence, or any officer or official thereof, including the
Colorado Liquor Enforcement Division and the city of Black Hawk Liquor Licensing
Authority and any other applicable liquor licensing regulatory authority with
authority to regulate any liquor licensed operation (or proposed liquor licensed
operation) owned by the Debtor and managed or operated by Lender or any of its
Subsidiaries.

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           "Management Agreement" shall mean the Management Agreement dated as
of February 2, 2000 between Lender and the Debtor relating to the management of
the Casino (as amended, restated, supplemented or otherwise modified from time
to time).

           "Non-Tangible Collateral" shall mean, collectively, the Debtor's
Accounts Receivable, Contract Rights and General Intangibles.

           "Notes" shall have the meaning assigned to such term in the Recitals.

           "Obligations" shall mean all obligations of the Debtor to Lender
howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, which arise out
of or in connection with the Subordinated Loan Agreement, the Subordinated Note,
this Hyatt Gaming Security Agreement or any other document, instrument,
financing statement or agreement now or hereafter executed and delivered in
connection herewith or therewith.

           "Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization and a government
agency or a political subdivision thereof.

           "Protected Marks" shall mean the right of Hyatt Gaming Management,
Inc. to use certain logos, trademarks, trade names, and other marks related to
the Protected Name in conjunction with the operation of the Casino.

           "Protected Name" shall mean the right of Hyatt Gaming Management,
Inc. to use the name "Hyatt" either alone or in conjunction with another word or
words in conjunction with the operation of the Casino.

           "Securities Intermediary" shall mean Norwest Bank Minnesota, N.A., a
national association, as securities intermediary.

           "Subordinated Loan Agreement" shall have the meaning assigned to such
term in the Recitals.

           "Subordinated Note" shall have the meaning assigned to such term in
the Recitals.

           "Subsidiary" shall mean, with respect to any Person: (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

           "Trustee" shall have the meaning assigned to such term in the
Preamble.

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           "Uniform Commercial Code" shall mean the Uniform Commercial Code as
in effect in the State of New York on the date of this Hyatt Gaming Security
Agreement; provided, however, that if by reason of mandatory provisions of law,
the perfection or effect of perfection or non-perfection of the security
interest granted hereunder in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, Uniform
Commercial Code shall mean the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

           "Unmatured Surviving Obligation" shall mean, as of any date, an
Obligation which is contingent and unliquidated and not due and owing on such
date and which pursuant to provisions of the Subordinated Loan Agreement, the
Subordinated Note, the other Collateral Documents and any other documents or
agreement executed in connection herewith or therewith, survives termination of
such documents or agreements and the indefeasible payment in full of the
Subordinated Note.

           Section 2. Grant of Security Interest. As collateral security for the
prompt payment and performance in full when due (whether at stated maturity,
upon redemption or required repurchase, by acceleration or otherwise) of all
Obligations, the Debtor hereby grants to Lender, a continuing security interest
in the following property of the Debtor, and in all of the Debtor's right, title
and interest therein, whether now or hereafter existing, owned, licensed,
leased, consigned, arising or acquired:

              (i)   all Accounts Receivable;

              (ii)  all Chattel Paper;

              (iii) all Computer Hardware and Software and all rights with
respect thereto, including, without limitation, any and all licenses, options,
warranties, service contracts, program services, test rights, maintenance
rights, support rights, improvement rights, renewal rights and indemnifications,
and any substitutions, replacements, additions or model conversions of any of
the foregoing;

              (iv) all Contract Rights;

              (v)  all Deposit Accounts (including, without limitation, the Cash
Collateral Accounts and each Assignee Deposit Account);

              (vi) all Documents;

              (vii) all General Intangibles (including, without limitation, any
rights of the Debtor arising from time to time to receive payment under a
billing to a person or other entity representing such person's or entity's
obligation to reimburse the Debtor for indebtedness paid or to be paid by the
Debtor for the account of such person or entity or for loans and advances by
Debtor to such person or entity);

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              (viii) all Goods (including, without limitation, all its
Equipment, Fixtures and Inventory), and together with all accessions, additions,
attachments, improvements, substitutions and replacements thereto and therefor;

              (ix)   all Instruments;

              (x)    all Intellectual Property;

              (xi)   all money (of every jurisdiction whatsoever) other than and
in addition to any money in the Deposit Accounts; and

              (xii)  all Investment Property;

together with all books, records, writings, data bases, information and other
property relating to, used or useful in connection with, evidencing, embodying,
incorporating or referring to any of the foregoing, and all proceeds, products,
offspring, rents, issues, profits and returns of and from any of the foregoing;
provided, however, that there shall be excluded from the Collateral the
following assets (the "Excluded Assets"): (A) Gaming Licenses, (B) Liquor
Licenses, (C) all gaming devices, other licenses or permits and any interest in
such gaming devices, licenses or permits to the extent (but only to the extent)
that the Gaming Laws or Liquor Laws, as applicable, prohibit, as of the date
hereof, the Debtor from granting a security interest therein without the
approval of the relevant Gaming Authority or Liquor License Authority (but only
to the extent such approval has not been obtained), (D) FF&E to the extent that
(1) the purchase or lease of such FF&E is not financed with the proceeds of the
Notes but with the proceeds of an FF&E Financing and (2) the Debtor is permitted
to enter into such FF&E Financing for such FF&E under the Indenture and (E) the
Hyatt Gaming Intellectual Property, the Protected Marks and the Protected Name;
provided, further, that (x) any such Excluded Asset now owned or hereafter
acquired by the Debtor shall automatically become part of the Collateral when
and to the extent it may subsequently be made subject to such a lien and/or such
approval of the Gaming Authority or Liquor License Authority, as applicable, is
obtained and/or such FF&E Financing has been repaid, satisfied or terminated and
(y) all proceeds of any Excluded Assets shall be subject to the continuing
security interest granted hereunder to the full extent permitted under
applicable Gaming Laws or Liquor Laws or the terms of the FF&E Financing;
provided, still further, that the security interest granted herein in the Cash
Collateral Accounts shall be subject to the provisions of the Intercreditor
Agreement and subordinated to the lien of the Indenture Trustee in such accounts
to the extent, but only to the extent, set forth in the Intercreditor Agreement.

           Notwithstanding anything herein to the contrary, (i) the Debtor shall
remain liable under each contract and other agreement to which it is a party
constituting Collateral, and shall observe and perform all conditions and
obligations under such contracts and other agreements in accordance with the
terms and provisions thereof and (ii) the failure of Debtor to grant a security
interest in gaming devices, other licenses or permits and any interest in such
gaming devices, licenses or permits to the extent (but only to the extent)
prohibited by the Gaming Laws or Liquor Laws, as amended, supplemented or
otherwise modified subsequent to the date hereof, shall not constitute an Event
of Default.

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Section 3. Representations and Warranties. The Debtor represents and warrants
that:

              (i)   except for the financing statements set forth on Schedule V
hereto which will be released in connection with the consummation of the
transactions contemplated hereby, Uniform Commercial Code financing statement
(other than any which may have been filed on behalf of Lender or in connection
with Permitted Liens) covering any of the Collateral is on file in any public
office;

              (ii)  the Debtor is and will be the lawful owner of all of the
Collateral, free of all liens and claims whatsoever, other than the security
interest hereunder, the lien of the Indenture Trustee on the Cash Collateral
Accounts and Permitted Liens with full power and authority to execute this Hyatt
Gaming Security Agreement and to perform the Debtor's obligations hereunder, and
to subject the Collateral to the security interest hereunder;

              (iii) all information with respect to the Collateral and the
Account Debtors set forth in any schedule, certificate or other writing at any
time heretofore or hereafter furnished by the Debtor to Lender, and all other
written information heretofore or hereafter furnished by the Debtor to Lender,
is and will be true and correct in all material respects as of the date
furnished;

              (iv)  the address of the location of the records of the Debtor
concerning Non-Tangible Collateral and the address of the Debtor's chief
executive office are as set forth on Schedule I hereto, and the Debtor's
Inventory and other Goods are located at its own premises at the address(es)
shown on such Schedule I;

              (v)   none of the Collateral (other than Non-Tangible Collateral)
has, within the four (4) months preceding the date of this Hyatt Gaming Security
Agreement, been located at any place other than the Debtor's own premises at the
address(es) shown on Schedule I hereto;

              (vi) the Debtor is not now known and has not previously been known
by any trade name except as disclosed on
Schedule III hereto;


              (vii)  except as set forth on Schedule III hereto, the Debtor has
not been known by any legal name different from the one set forth on the
signature page of this Hyatt Gaming Security Agreement, nor has the Debtor been
the subject of any merger or other corporate reorganization except as previously
disclosed to Lender in writing prior to the date hereof;

              (viii) Schedule II hereto is a complete listing of all of the
Debtor's Intellectual Property;


              (ix)  except as disclosed on Schedule IV hereto, the Debtor is not
a party to any, Federal, state or local government contract;

              (x)   the Debtor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Colorado;

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              (xi)   the execution and delivery of this Hyatt Gaming Security
Agreement and the performance by the Debtor of its obligations hereunder are
within the Debtor's corporate powers, have been duly authorized by all necessary
corporate action, have received all necessary governmental approval (if any
shall be required), and do not and will not contravene or conflict with any
provision of law or of the charter or by-laws of the Debtor or of any agreement,
instrument or order binding upon the Debtor;

              (xii) this Hyatt Gaming Security Agreement is a legal, valid and
binding obligation of the Debtor, enforceable in accordance with its terms;

              (xiii) the Debtor is in compliance with the requirements of all
applicable laws (including, without limitation, the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could materially and adversely affect the
business, properties, assets, operations or condition (financial or otherwise)
of the Debtor or the value of the Collateral or the worth of the Collateral as
collateral security;

              (xiv)  all of the Intellectual Property is subsisting and none has
been adjudged invalid or unenforceable, in
whole or in part; and

              (xv)   all of the Intellectual Property is valid and enforceable
and, in the case of the patents and patent applications included in the
Intellectual Property, the Debtor has notified Lender in writing of all prior
uses (including public uses and sales) of which it is aware.

Section 4. Processing Sale Collections, etc. Until such time as a Default or an
Event of Default shall have occurred and remained continuing, the Debtor, in
accordance with the terms of the Subordinated Loan Agreement,

              (i)    may, in the ordinary course of its business, at its own
expense, sell, lease or furnish under contracts of service any of the Inventory
normally held by the Debtor for such purpose, and use and consume, in the
ordinary course of its business, any raw materials, work in process or materials
normally held by the Debtor for such purpose;

              (ii)   will, at its own expense, endeavor to collect, as and when
due, all amounts due with respect to any of the Non-Tangible Collateral,
including the taking of such action with respect to such collection as Lender
may reasonably request or, in the absence of such request, as the Debtor may
deem advisable, and

              (iii)  may grant, in the ordinary course of business, to any party
obligated on any of the Non-Tangible Collateral, any rebate, refund or allowance
to which such party may be lawfully entitled, and may accept, in connection
therewith, the return of Goods, the sale or lease of which shall have given rise
to such Non-Tangible Collateral.

           Lender, however, may, at any time a Default or an Event of Default
has occurred and is continuing, notify any parties obligated on any of the
Non-Tangible Collateral to make payment to Lender of any amounts due or to

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become due thereunder and enforce collection of any of the Non-Tangible
Collateral by suit or otherwise. Upon request of Lender at any time a Default or
an Event of Default has occurred and is continuing, the Debtor will, at its own
expense notify any parties obligated on any of the Non-Tangible Collateral to
make payment to Lender of any amounts due or to become due thereunder.

           Upon request of Lender at any time a Default or an Event of Default
has occurred and is continuing, the Debtor will (except as Lender may otherwise
consent in writing) forthwith, upon receipt, transmit and deliver to Lender, in
the form received, all cash, checks, drafts, chattel paper and other instruments
or writings for the payment of money (properly endorsed, where required, so that
such items may be collected by Lender) which may be received by the Debtor
(except for amounts payable to regulatory authorities as required by law) at any
time in full or partial payment or otherwise as proceeds of any of the
Collateral. Except as Lender may otherwise consent in writing, any such items
which may be received by the Debtor after such request by Lender will not be
commingled with any other of its funds or property, but will be held separate
and apart from its own funds or property and upon express trust for Lender until
delivery is made to Lender. The Debtor will comply with the terms and conditions
of any consent given by Lender pursuant to the provisions of this paragraph.

           All items or amounts which are delivered by the Debtor to Lender (or
collected directly by Lender, as the case may be) pursuant to the foregoing
provisions of this Section 4 on account of partial or full payment or otherwise
as proceeds of any of the Collateral shall be deposited to the credit of a
deposit account (herein called the "Assignee Deposit Account") of the Debtor
with Lender, as security for the performance and payment of the Obligations. The
Debtor shall have no right to withdraw any funds deposited in the Assignee
Deposit Account. Lender may, from time to time, in its discretion, but subject
to the Subordinated Loan Agreement apply all or any of the then balance,
representing collected funds, in the Assignee Deposit Account, as set forth in
Section 8, including toward payment of the Obligations, whether or not due.

           So long as a Default or an Event of Default has occurred and is
continuing, Lender is authorized to endorse, in the name of the Debtor, any
item, howsoever received by Lender, representing any payment on or other
proceeds of any of the Collateral.

Section 5. Certificates, Schedules and Reports. The Debtor will from time to
time, as Lender may reasonably request, deliver to Lender a schedule identifying
each Account Receivable (not previously so identified) subject to the security
interest hereunder, and such additional schedules and such certificates and
reports with respect to all or any of the Collateral at the time subject to the
security interest hereunder, and the items or amounts received by the Debtor in
full or partial payment or otherwise as proceeds of any of the Collateral. Any
such schedule, certificate or report shall be executed by a duly authorized
officer of the Debtor and shall be in such form and detail as Lender may
reasonably specify. Any such schedule identifying any Account Receivable subject
to the security interest hereunder shall be accompanied (if Lender so requests)
by a true and correct copy of the invoice evidencing such Account Receivable and
by evidence of shipment or performance. The Debtor shall promptly notify Lender
of the occurrence of any event causing any loss or depreciation in the value of

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its Inventory or other Goods which is material to the Debtor, and such notice
shall specify the amount of such loss or depreciation.

Section 6. Agreements of the Debtor. The Debtor will:


              (i)  upon request of Lender, execute such Uniform Commercial Code
financing statements and other documents (including, without limitation, a
Security Interest in Intellectual Property in substantially the form of Annex I
hereto, or any assignment of claim form under or pursuant to the federal
assignment of claims statute, 31 U.S.C. ss.3726, any successor or amended
version thereof or any regulation promulgated under or pursuant to any version
thereof), and pay the cost of filing or recording the same or this Hyatt Gaming
Security Agreement in all public offices deemed necessary or appropriate by
Lender and do such other acts and things (including, without limitation,
delivery to Lender of the originals of all Instruments, Documents, Chattel
Paper, letters of credit and certificated securities (indorsed in blank, marked
with such legends and accompanied with such powers and assignments as required
by Lender) which constitute Collateral), all as Lender may from time to time
reasonably request to establish and maintain a valid, first perfected security
interest in the Collateral (free of all other liens, claims and rights of third
parties whatsoever other than Permitted Liens) to secure the performance and
payment of the Obligations;

              (ii) upon request of Lender, with respect to any Investment
Property which is not a certificated security, take and use its best efforts to
cause all relevant parties to take such actions (including, without limitation,
obtaining the agreement of any securities intermediary to comply with
instructions and entitlement orders of Lender without further consent of the
Debtor or other registered owner or entitlement holder) to (A) cause the
security interest in such Collateral to be perfected by "control" (as used in
Articles 8 and 9 of the UCC) and (B) establish and maintain a valid, perfected
security interest in such Collateral, subject only to Permitted Liens (as
defined in the Subordinated Loan Agreement);

              (iii) keep all its Inventory and other Goods, unless Lender shall
otherwise consent in writing, at its own premises at address(es) shown on
Schedule I hereto;

              (iv)  keep, at its address(es) so indicated on Schedule I hereto,
its records concerning Non-Tangible Collateral, which records will be of such
character as will enable Lender or its designees to determine at any time the
status thereof, and the Debtor will not duplicate any such records at any other
address unless (A) such duplicate records are clearly and conspicuously marked
to indicate that they are duplicates and (B) the Debtor has given Lender not
less than 30 days' prior written notice of the address at which such duplicate
records are to be kept;

              (v)   furnish Lender such information concerning the Debtor, the
Collateral and the Account Debtors as Lender may from time to time reasonably
request;

              (vi)  permit Lender and its designees, from time to time during
normal business hours and upon reasonable notice, to inspect Debtor's Inventory
and other Goods, and to inspect, audit and make copies of and extracts from all
records and all other papers in the possession of the Debtor, and will, upon

                                       12

<PAGE>


request of Lender at any time when a Default or an Event of Default has occurred
and is continuing, deliver to Lender all of such records and papers which
pertain to the Collateral and the Account Debtors;

              (vii)  upon request of Lender, stamp on its books and records
concerning the Collateral (and/or enter in its computer records concerning the
Collateral) a notation, in form reasonably satisfactory to Lender, of the
security interest of Lender hereunder;

              (viii) except for the sale or lease of Inventory in the ordinary
course of its business and as permitted under the Subordinated Loan Agreement
and the creation or existence of Permitted Liens, not sell, lease, assign or
create or permit to exist any lien on or security interest in any Collateral to
or in favor of anyone other than Lender;

              (ix)   at all times maintain insurance policies with reputable
insurance companies insuring (A) all its Inventory and other Goods against loss
by fire, damage, theft and other risks to such extent as is customarily
maintained by companies similarly situated (and, in any event, as is required by
applicable law) and naming Lender as loss payee, and (B) the Debtor and Lender
against liability for personal injury and property damage relating to such
Inventory and other Goods and naming Lender as an additional insured (it being
understood that (1) so long as no Default or Event of Default has occurred and
is continuing, Lender shall deliver any proceeds of such insurance which may be
received by it to the Debtor and (2) whenever a Default or an Event of Default
has occurred and is continuing, Lender may apply any proceeds of such insurance
which may be received by it as set forth in Section 8, including toward payment
of the Obligations, whether or not due) and such policies or certificates
thereof shall, if Lender so requests, be deposited with or furnished to Lender;

              (x)    take such actions as are necessary to keep its Inventory in
good repair and condition;

              (xi)   take such actions as are necessary to keep its Equipment in
good repair and condition and in good working or running order;

              (xii)  promptly pay when due all license fees, registration fees,
taxes, assessments and other charges which may be levied upon or assessed
against the ownership, operation, possession, maintenance or use of its
Equipment and other Goods (as applicable); provided, however, that the Debtor
shall not be required to pay any such fee, tax, assessment or other charge if
(A) the validity of which is being contested by the Debtor in good faith by
appropriate proceedings, so long as forfeiture of any part of its Equipment or
other Goods will not result from the failure of the Debtor to pay any such fee,
tax, assessment or other charge, during the period of such contest or (B) the
failure to pay such obligations could not, individually or in the aggregate,
reasonably be expected to result in the sale, forfeiture or loss of any material
portion of the Collateral or any interest therein, other than as a result of a
Permitted Lien;

                                       13

<PAGE>

              (xiii) upon request of Lender, cause to be noted on the applicable
certificate, in the event any of its Equipment is covered by a certificate of
title, the security interest of Lender in the Equipment covered thereby;

              (xiv)  furnish to Lender, as soon as possible and in any event
within thirty (30) days prior to the occurrence from time to time of (A) any
change in the address of the Debtor's chief executive office, (B) any change in
the name of the Debtor or (C) the conduct of business under any trade name not
disclosed on Schedule III hereto, notice in writing of such change or conduct of
business;

              (xv)   reimburse Lender for all reasonable expenses, including
attorneys' fees and legal expenses, incurred by Lender in seeking to collect or
enforce any rights under the Collateral and, in the case of a Default or an
Event of Default, incurred by Lender in seeking to collect any of the
Obligations and to enforce its rights hereunder;

              (xvi) protect, preserve and maintain all rights in the Collateral,
including but not limited to the duty to prosecute and/or defend against,
subject to the Debtor's reasonable business judgment, any and all suits
contesting infringement, misappropriation or dilution of the Intellectual
Property, any other suits containing allegations respecting the validity of the
Collateral or any portion thereof and any suits claiming injury to the goodwill
associated with any of the trademarks or trademark applications;

              (xvii) furnish to Lender, as soon as possible and in any event
within thirty (30) days after filing of any application for registration of any
trademark, patent or copyright with the United States Patent and Trademark
Office, the United States Copyright Office or any similar office in any other
country or political subdivision thereof, notice in writing of such filing;

              (xviii) either itself or through licensees with respect to each
material trademark and trademark application, (A) subject to the Debtor's
reasonable business judgment, (1) continue to use such trademark on each and
every trademark class of goods applicable to its current line as reflected in
its current brochures, advertisements and any other promotional materials in
order to maintain such trademark in full force free from any claim of
abandonment for non-use, (2) maintain as in the past the quality of products and
services offered under such trademark, (3) not (and not permit any licensee or
sublicensee thereto to) abandon any trademark or do any act or knowingly omit to
do any act whereby any trademark may become invalidated or otherwise impaired,
(B) employ such trademark with the appropriate notice of application or
registration as required by applicable law, and (C) not adopt any use or mark
which is confusingly similar or a colorable imitation of such trademark unless
Lender has perfected a security interest in such mark pursuant to this Hyatt
Gaming Security Agreement;

              (xix)  use its best efforts to prevent the forfeiture, abandonment
or dedication to the public of any material patent or patent application;

              (xx)   itself or through its licensee, subject to the Debtor's
reasonable business judgment, (A) employ each material copyright, (B) not (and
not permit any licensee or sublicensee thereto to) (1) do any act or knowingly

                                       14

<PAGE>


omit to do any act whereby any material portions of such copyright may become
invalidated or otherwise impaired, and (2) do any act whereby any material
portion of such copyrights may fall into the public domain;

              (xxi)  use its best efforts, including, without limitation, in any
proceeding before the United States Patent and Trademark Office, the United
States Copyright Office or any similar office in any other country or political
subdivision thereof, to maintain and pursue each application (and obtain the
relevant registration) and registration of such Intellectual Property including,
filing of applications for renewals, affidavits of use and affidavits of
incontestability;

              (xxii) register all (A) material non-registered copyrights and (B)
material after-acquired copyrights with the United States Copyright Office; and

              (xxiii) use its best efforts to obtain all necessary approvals or
consents of the relevant Gaming Authority or Liquor License Authority for the
grant of a security interest to Lender in such gaming devices, licenses, permits
and any interests in such gaming devices, licenses or permits (excluding Gaming
Licenses and Liquor Licenses) without which, the grant of a security interest
therein is prohibited, as of the date hereof, by applicable Gaming Laws or
Liquor Laws.

Any reasonable expenses incurred in protecting, preserving and maintaining any
of the Collateral shall be borne by the Debtor. Whenever a Default or an Event
of Default has occurred and is continuing, Lender shall have the right to bring
suit to enforce any or all of the Intellectual Property or licenses thereunder,
in which event the Debtor shall at the request of Lender do any and all lawful
acts and execute any and all proper documents required by Lender in aid of such
enforcement and the Debtor shall promptly, upon demand, reimburse and indemnify
Lender for all reasonable costs and expenses incurred by Lender in the exercise
of its rights under this Section 6. Notwithstanding the foregoing, Lender shall
have no obligations or liabilities regarding the Collateral or any portion
thereof by reason of, or arising out of, this Hyatt Gaming Security Agreement
except as set forth in subsection 9.1.

Section 7. Event of Default. Whenever a Default or an Event of Default has
occurred and is continuing, subject to compliance with the Gaming Laws and the
Liquor Laws, Lender may exercise from time to time any rights and remedies
available to it under applicable law, including without limitation the rights of
a secured party under the Uniform Commercial Code. The Debtor agrees, in case of
a Default or an Event of Default,

              (i)  at Lender's request to assemble, at its expense, all its
Inventory and other Goods (other than Fixtures) included in the Collateral at a
convenient place or places acceptable to Lender, and

              (ii) at Lender's request, to execute all such documents and do all
such other things which may be necessary or desirable in order to enable Lender
or its nominee to be registered as owner of the Intellectual Property with any
competent registration authority.

                                       15

<PAGE>


           Any notification of intended disposition of any of the Collateral
required by law shall be deemed reasonably and properly given if given at least
ten (10) days before such disposition. Any proceeds of any disposition by Lender
of any of the Collateral shall be applied as set forth in Section 8.

Section 8. Application of Proceeds. The proceeds of any sale of, collection of,
or other realization upon, all or any part of the Collateral shall be applied by
Lender as follows:

           First: to payment of all of the reasonable costs and expenses of
           Lender, including (i) the expenses of such sale, (ii) the
           out-of-pocket costs and expenses of Lender and the fees and
           out-of-pocket costs and expenses of counsel employed by Lender, (iii)
           the payment of all advances made by Lender for the account of Debtor
           hereunder, and (iv) the payment of all costs and expenses incurred by
           Lender in connection with the administration and enforcement of this
           Hyatt Gaming Security Agreement, to the extent that such advances,
           costs and expenses shall not have been reimbursed to Lender;

           Second: to the payment of the Obligations under and as defined in
           this Hyatt Gaming Security Agreement in accordance with Section 3 of
           the Intercreditor Agreement;

           Third: the balance, if any, of such proceeds shall be paid to the
           Debtor, its successors and assigns, or to whomever may be lawfully
           entitled to receive the same.

Section 9. Miscellaneous Provisions.


     Section 9.1 Limitation On Duty of Lender In Respect Of Collateral. Lender
shall be deemed to have exercised reasonable care in the custody and
preservation of any of the Collateral in its possession if it takes such action
for that purpose as the Debtor requests in writing, but failure of Lender to
comply with any such request shall not of itself be deemed a failure to exercise
reasonable care, and no failure of Lender to preserve or protect any rights with
respect to such Collateral against prior parties, or to do any act with respect
to the preservation of such Collateral not so requested by the Debtor, shall be
deemed a failure to exercise reasonable care in the custody or preservation of
such Collateral.

     Section 9.2 Limitations of Gaming Laws and Liquor Laws. Lender acknowledges
that: (i) its grant of a security interest in, and its rights and remedies with
respect to the Collateral are subject to the limitations and restrictions of the
Gaming Laws and/or the Liquor Laws, which may, among other things, require
Lender to obtain the prior approval of the Gaming Authority or Liquor License
Authority, as applicable, enforcing such laws before taking any action hereunder
and to be licensed by such authorities before exercising certain rights and
remedies hereunder and (ii) the Gaming Laws and Liquor Laws currently prohibit
any pledge, hypothecation or transfer of any Gaming License or Liquor License or
any interests therein or attachment of any security interest in such licenses.

                                       16

<PAGE>


     Section 9.3 Notice. All notices, requests and other communications provided
for hereunder shall be given in accordance with Section 7.3 of the Subordinated
Loan Agreement. A copy of any notice provided pursuant to this Hyatt Gaming
Security Agreement shall be provided to Hyatt Gaming Management, Inc. at its
address set forth in the Management Agreement.

     Section 9.4 No Waiver. No delay on the part of Lender in the exercise of
any right or remedy shall operate as a waiver thereof, and no single or partial
exercise by Lender of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.

     Section 9.5 Entire Agreement; Amendments. This Hyatt Gaming Security
Agreement, together with the Subordinated Loan Agreement, the Intercreditor
Agreement, and the other Collateral Documents, set forth the entire
understanding and agreement of the Debtor and Lender with respect to the subject
matter of this Hyatt Gaming Security Agreement, and shall supersede any other
agreements and understandings (written or oral) between the Debtor and Lender on
or prior to the date of this Hyatt Gaming Security Agreement with respect to the
subject matter of this Hyatt Gaming Security Agreement. No amendment or
modification to any terms of this Hyatt Gaming Security Agreement, or
cancellation of this Hyatt Gaming Security Agreement, shall be valid unless in
writing and executed and delivered by both the Debtor and Lender.

     Section 9.6 Captions. Section captions used in this Hyatt Gaming Security
Agreement are for convenience of reference only and shall not affect the
construction of this Hyatt Gaming Security Agreement.

     Section 9.7 Facsimile; Counterparts. Each party hereto may deliver an
executed signature page to this Hyatt Gaming Security Agreement by facsimile
transmission to each other party, which facsimile copy shall be deemed to be an
original executed signature page; provided, however, that such party shall
deliver an original signature page to each other party promptly thereafter. This
Hyatt Gaming Security Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which counterparts together
shall constitute one agreement with the same effect as if the parties had signed
the same signature page.

     Section 9.8 Governing Law. THIS HYATT GAMING SECURITY AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICT OF LAWS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION AND
ENFORCEMENT OF THE SECURITY INTERESTS HEREUNDER IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.

           If any term or provision of this Hyatt Gaming Security Agreement is
held to be or rendered invalid or unenforceable at any time in any jurisdiction,
such term or provision shall not affect the validity or enforceability of any
other terms or provisions at any other time or in any other jurisdiction

     Section 9.9 [Intentionally Omitted]

                                       17

<PAGE>


     Section 9.10 Binding Agreement; Assignment. This Hyatt Gaming Security
Agreement shall be binding upon the Debtor and Lender and their respective
successors and assigns, and shall inure to the benefit of the Debtor and Lender
and the respective successors and assigns of Lender.

     Section 9.11 Documents Sufficient As Financing Statement. At the option of
Lender, this Hyatt Gaming Security Agreement, or a carbon, photographic or other
reproduction of this Hyatt Gaming Security Agreement or of any Uniform
Commercial Code financing statement covering the Collateral or any portion
thereof shall be sufficient as a Uniform Commercial Code financing statement and
may be filed as such.

     Section 9.12 Additional Debtors. If the Debtor shall acquire or create a
Restricted Subsidiary after the date of this Hyatt Gaming Security Agreement,
then such newly acquired or created Restricted Subsidiary (each such Restricted
Subsidiary, an "Additional Debtor") shall (i) become a party to this Hyatt
Gaming Security Agreement by executing and delivering to Lender an Amendment to
Hyatt Gaming Security Agreement (Additional Debtor) in substantially the form of
Annex II hereto (each, an "Amendment") and (ii) shall enter into such documents
as shall be necessary, in Lender's opinion, to create a perfected security
interest in all types and items of property of such Restricted Subsidiary within
the definition of "Collateral" (free of all other liens, claims and rights of
third parties whatsoever other than Permitted Liens). Upon execution and
delivery by the Additional Debtor to Lender of the Amendment, which Amendment
need not be executed by the Debtor, and the acceptance thereof by Lender, such
Additional Debtor shall be and become a Debtor hereunder and each reference in
the Subordinated Loan Agreement, the Subordinated Note, the other Collateral
Documents and any other document or other agreement executed in connection
herewith or therewith to the "Debtor" shall include such Person.

     Section 9.13 Waiver of Right to Jury Trial. LENDER AND DEBTOR HEREBY WAIVE
TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGS INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS HYATT GAMING AGREEMENT OR THE RELATIONSHIP
ESTABLISHED HEREUNDER.

     Section 9.14 Conflicts with Subordinated Loan Agreement and Other
Collateral Documents. In the event of any conflict between the provisions of
this Hyatt Gaming Security Agreement and those of the Subordinated Loan
Agreement, including, without limitation, any conflicts or inconsistencies in
any definitions herein or therein, the applicable provisions or definitions in
the Subordinated Loan Agreement shall govern. To the extent that the Collateral
is also subject to any other Collateral Document and any provisions of any such
other Collateral Document conflict with the provisions of this Hyatt Gaming
Security Agreement, the provisions of such other Collateral Document shall
control.

     Section 9.15 Termination. Upon the indefeasible payment in full of all
Obligations (other than Unmatured Surviving Obligations) of the Debtor under the
Subordinated Loan Agreement, the Subordinated Note, this Hyatt Gaming Security
Agreement, the other Collateral Documents and any other document or other

                                       18

<PAGE>


agreement executed in connection herewith or therewith, or upon Legal Defeasance
or Covenant Defeasance, Lender shall, at the request of the Debtor, deliver a
certificate to the Debtor stating that such Obligations have been paid in full,
the security interest granted herein shall terminate and all rights to the
Collateral shall revert to the Debtor. Upon any such termination Lender shall,
at the Debtor's expense, execute and deliver to the Debtor such Uniform
Commercial Code termination statements and such other documents as the Debtor
shall reasonably request to effect or evidence the termination and release of
such security interest in the Collateral.

     Section 9.16 Intercreditor Arrangements. This Hyatt Gaming Security
Agreement is made subject to all terms and conditions of the Intercreditor
Agreement.


                  [remainder of page intentionally left blank;
                             signature page follows]

                                       19

<PAGE>






           IN WITNESS WHEREOF, this Hyatt Gaming Security Agreement has been
duly executed as of the day and year first above written.



                                    DEBTOR
                                    ------

                                    WINDSOR WOODMONT BLACK HAWK
                                    RESORT CORP.


                                    By:   /s/ Michael L Armstrong
                                          -----------------------------
                                    Name:     Michael L. Armstrong
                                          -----------------------------
                                    Title:    Excutive Vice President
                                          -----------------------------



                                    LENDER
                                    ------

                                    HYATT GAMING MANAGEMENT, INC.


                                    By:   /s/ Richard L. Schutze
                                          -----------------------------
                                    Name:     Richard L. Schutze
                                          -----------------------------
                                    Title:    Authorized Signatory
                                          -----------------------------

              [Signature Page to Hyatt Gaming Security Agreement]

<PAGE>






                                   SCHEDULE I
                                   ----------

Address of the Location
of the Records Concerning
Non-Tangible Collateral:
------------------------

2231 Valdina Street
Dallas, TX  75207



Address of the Debtor's
Chief Executive Office:
-----------------------

2231 Valdina Street
Dallas, TX  75207



Address(es) of the Debtor
 where the Inventory and
other Goods are located:
------------------------

None


<PAGE>


                                   SCHEDULE II
                                   -----------

                              INTELLECTUAL PROPERTY



                                      None.

<PAGE>


                                  SCHEDULE III
                                  ------------

                                PRIOR LEGAL NAMES

                       St. Moritz Black Hawk Resort Corp.

                                   TRADENAMES



                                      None.

<PAGE>


                                   SCHEDULE IV
                                   -----------

                              GOVERNMENT CONTRACTS



                                      None.

<PAGE>


                                   SCHEDULE V
                                   ----------

                         LIENS TO BE RELEASED AT CLOSING

Financing Statement Number 9800143835 filed July 14, 1998 by National
Westminster Bank, PLC with the Texas Secretary of State

Financing Statement Number 3656 filed July 14, 1998 by National Westminster
Bank, PLC filed with the County Clerk of Dallas County, TX

Financing Statement Number 2454 filed October 6, 1997 by Kennedy Funding Inc.
filed with the Colorado Secretary of State

Financing Statement Number 19972085890 filed October 7, 1997 by Kennedy Funding
Inc. filed with the Colorado Secretary of State

Financing Statement Number 2527 filed October 7, 1998 by National Westminster
Bank, PLC filed with the Colorado Secretary of State

Financing Statement Number 2528 filed October 7, 1998 by National Westminster
Bank, PLC filed with the Colorado Secretary of State

Financing Statement Number 2529 filed October 7, 1998 by Natwest Capital Markets
Limited filed with the Colorado Secretary of State


<PAGE>


                                     ANNEX I

                                     FORM OF
                        HYATT GAMING SECURITY INTEREST IN
                              INTELLECTUAL PROPERTY

           THIS HYATT GAMING SECURITY INTEREST IN INTELLECTUAL PROPERTY dated as
of ______________, 200___ (herein as amended, restated, supplemented or
otherwise modified from time to time, called this "Hyatt Gaming Security
Interest in Intellectual Property"), is made by _______________ (herein called
the "Grantor"), in favor of Hyatt Gaming Management, Inc., a Nevada corporation
(herein, together with its successor, called the "Lender").

           WHEREAS, [Grantor][Windsor Woodmont Black Hawk Resort Corp., a
Colorado corporation, an affiliate of Grantor] and SunTrust Bank, a Georgia
banking corporation, as trustee (herein, together with its successors in such
capacity called the "Indenture Trustee") into that certain Indenture dated as of
March 14, 2000 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Indenture"), pursuant to which Grantor (a)
issued its 13% Series A First Mortgage Notes due 2005 (such notes, together with
any notes issued in replacement thereof or in exchange therefor, the "Series A
Notes"), and (b) will issue its 13% Series B First Mortgage Notes due 2005 (such
notes, together with any notes issued in replacement thereof or in exchange
therefor, the "Series B Notes" and together with the Series A Notes, the
"Initial Notes"), in the original aggregate principal amount of $100,000,000 and
pursuant to which Grantor may issue up to an additional $35,000,000 aggregate
principal amount of notes in the same series as the Initial Notes (such notes,
together with any notes issued in replacement thereof or in exchange therefor,
the "Additional Notes" and, together with the Initial Notes, the "Notes").

           WHEREAS, as a condition precedent to the purchase of the Notes,
Grantor was required to execute and deliver that certain Security Agreement
dated as of March 14, 2000 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the "First Security Agreement") to the
Indenture Trustee for itself and the ratable benefit of the holders from time to
time of the Notes to secure the payment and performance of the Obligations (as
defined in the First Security Agreement).

           WHEREAS, Grantor and Lender have entered into that certain
Subordinated Loan Agreement dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Subordinated Loan Agreement") pursuant to which Lender has loaned Grantor the
principal amount of $7,500,000 (the "Subordinated Loan"). To evidence the
Subordinated Loan, Grantor has executed and delivered to Lender that certain
Subordinated Promissory Note dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Subordinated Note").

           WHEREAS, as a condition precedent to the making of the Subordinated
Loan, Grantor was required to execute and deliver that certain Hyatt Gaming
Security Agreement, dated as of March 14, 2000 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Hyatt

<PAGE>


Gaming Security Agreement") to Lender to secure the payment and performance of
the Obligations (as defined in the Hyatt Gaming Security Agreement).

           WHEREAS, Lender and the Indenture Trustee have entered into that
certain Intercreditor Subordination and Collateral Agreement, (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
"Intercreditor Agreement") of even date herewith to establish the relative
priorities of the indebtedness owing by Grantor and each of the liens securing
such indebtedness.

           WHEREAS, as a condition precedent to Lender's making of the
Subordinated Loan and in conjunction with the Hyatt Gaming Security Agreement,
Grantor is required to execute and deliver a security interest in Intellectual
Property.

           WHEREAS, Grantor has duly authorized the execution, delivery and
performance of this Hyatt Gaming Security Interest In Intellectual Property.

           NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Grantor agrees as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Hyatt Gaming Security Interest In Intellectual
Property, including its preamble and recitals, have the meanings provided or
provided by reference in the Hyatt Gaming Security Agreement or the Subordinated
Loan Agreement (collectively, the "Finance Documents").

Section 2. Grant of Security Interest. As collateral security for the due and
punctual payment and performance in full when due (whether at sated maturity,
upon redemption or required repurchase, by acceleration or otherwise) of all
Obligations, the Grantor hereby grants to Lender, a continuing security interest
in all of Grantor's right, title and interest in the
[Patents/Trademarks/Copyrights] (including, without limitation, those items
listed on Schedule A hereto).

Section 3. Purpose. This Hyatt Gaming Security Interest In Intellectual Property
has been executed and delivered by Grantor for the purpose of registering with
the United States [Patent and Trademark/Copyright] Office ("[PTO/CO]") the grant
of a security interest herein, and in the Finance Documents. The security
interest granted hereby has been granted as a supplement to, and not in
limitation of, the security interest granted to Lender under the Hyatt Gaming
Security Agreement with respect to the Intellectual Property. The Hyatt Gaming
Security Agreement (and all rights and remedies of Lender thereunder) shall
remain in full force and effect in accordance with its respective terms.

Section 4. Acknowledgment. Grantor does hereby further acknowledge and affirm
that the rights and remedies of Lender with respect to the security interest in
the [Patents/Trademarks/Copyrights] granted hereby are more fully set forth in
the Subordinated Loan Agreement and the other Transaction Documents, the terms
and provisions of which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.

<PAGE>


Section 5. Filing this Security Interest In Intellectual Property. The party
that files this Hyatt Gaming Security Interest In Intellectual Property with the
[PTO/CO] shall: (i) complete accurately, and include as part of such filing, the
[PTO/CO]'s "Recordation Form Cover Sheet" for [patents/trademarks/copyrights]
and shall indicate on such cover sheet that the nature of the conveyance is a
security agreement; (ii) provide the other party hereto with copies of such
filings; and (iii) pay all applicable filing fees.

Section 6. Counterparts. This Hyatt Gaming Security Interest In Intellectual
Property may be executed in any number of counterparts, each of which shall be
deemed an original and all of which counterparts together shall constitute one
agreement with the same effect as if the parties hereto had signed the same
signature page.



<PAGE>


           IN TESTIMONY WHEREOF, the Grantor and Lender have caused this
Security Interest In Intellectual Property to be signed and executed by the
undersigned officers thereunto duly authorized this day of , 200___.

                                            [GRANTOR]


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                            HYATT GAMING MANAGEMENT, INC.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

<PAGE>



STATE OF                                             )
         --------------------------------------------
                                                     ) SS
COUNTY OF                                            )
          -------------------------------------------

           On this day of , 200__, there appeared before me , personally known
to me, who acknowledged that he/she signed the foregoing Hyatt Gaming Security
Interest In Intellectual Property as his/her voluntary act and deed on behalf
and with full authority of [GRANTOR].



                                            -----------------------------------
                                            Notary Public



STATE OF                                             )
         --------------------------------------------
                                                     ) SS
COUNTY OF                                            )
          -------------------------------------------

           On this day of , 200__, there appeared before me , personally known
to me, who acknowledged that he/she signed the foregoing Hyatt Gaming Security
Interest In Intellectual Property as his/her voluntary act and deed on behalf
and with full authority of Hyatt Gaming Management, Inc.



                                            -----------------------------------
                                            Notary Public

<PAGE>






                                   SCHEDULE A


                         [PATENTS/TRADEMARKS/COPYRIGHTS]
                         -------------------------------





              TITLE                  REGISTRATION              ISSUE DATE
                                        NUMBER





                    [PATENT/TRADEMARK/COPYRIGHT] APPLICATIONS
                    -----------------------------------------



              TITLE                  SERIAL NO.                FILING DATE


<PAGE>



                                    ANNEX II

                                     FORM OF
                  AMENDMENT TO HYATT GAMING SECURITY AGREEMENT
                               (ADDITIONAL DEBTOR)


           This Amendment to Hyatt Gaming Security Agreement (Additional Debtor)
(this "Amendment"), dated as of ___________, ____, relates to the Hyatt Gaming
Security Agreement dated as of March 14, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Agreement") executed
by Windsor Woodmont Black Hawk Resort Corp., a Colorado corporation ("Debtor")
and Hyatt Gaming Management, Inc., a Nevada corporation (together with its
successors and assigns, the "Lender"). Capitalized terms used but not otherwise
defined herein shall have the meanings given in the Agreement.

           In compliance with Section 4.5(s) of the Subordinated Loan Agreement
dated as of March 14, 2000 (as amended, supplemented or otherwise modified from
time to time, the "Subordinated Loan Agreement") between Debtor and Lender,
[NAME OF RESTRICTED SUBSIDIARY] ("Additional Debtor") and Lender hereby agree as
follows:

           1. Amendment. The Agreement is hereby amended to add as a party, and
more specifically, as a Debtor thereunder, Additional Debtor.

           2. Representations and Warranties. Additional Debtor represents and
warrants to Lender and each other Secured Party that each of the representations
and warranties of Debtor contained in the Agreement is hereby made by Additional
Debtor, with respect to the Additional Debtor, on and as of the date hereof and
is true and correct as to Additional Debtor.

           3. Grant of Security Interest. Additional Debtor hereby grants to
Lender, as collateral security for the due and punctual payment and performance
in full when due (whether at stated maturity, upon redemption or required
repurchase, by acceleration or otherwise) of all Obligations, a continuing
security interest in all types and items of property of Additional Debtor within
the definition of Collateral (as defined in the Agreement) and all products and
proceeds thereof, whether now or hereafter existing, owned, licensed, leased,
consigned, arising or acquired.

           4. Schedule Supplements. Additional Debtor has attached hereto
supplements to Schedules A through D to the Agreement, and Additional Debtor
hereby represents and warrants that such supplements have been prepared by
Additional Debtor in substantially the form of the Schedules to the Agreement
and are true, accurate and complete as of the date first above written.

           5. Assumption of Rights, Obligations and Liabilities. Additional
Debtor assumes all of the rights, obligations and liabilities of a Debtor under
the Agreement and agrees to be bound thereby as if Additional Debtor were an
original party to the Agreement. Without limiting the generality of the
foregoing, Additional Debtor waives notice of the creation, advance, increase,

<PAGE>

existence, extension, or renewal of, or of any indulgence with respect to, the
Obligations; waives presentment, demand, notice of dishonor, and protest; waives
notice of the amount of the Obligations outstanding at any time, notice of any
change in financial condition of Debtor, notice of any Default or Event of
Default, and all other notices respecting the Obligations (except for any such
notices that are required to be given to Additional Debtor pursuant to the other
provisions of this Agreement or the provisions of the Subordinated Loan
Agreement, the Subordinated Note, the other Collateral Documents and any other
document or other agreement executed in connection herewith or therewith); and
agrees that maturity of the Obligations and any part thereof may be accelerated,
extended, or renewed one or more times by Lender, in its discretion, without
notice to Additional Debtor.

           6. Effectiveness. This Amendment shall become effective on the date
hereof upon the execution hereof by Additional Debtor and Lender and delivery
hereof to Lender.

           7. GOVERNING LAW. THIS AMENDMENT TO HYATT GAMING SECURITY AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION
AND ENFORCEMENT OF THE SECURITY INTERESTS HEREUNDER IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.

           8. Facsimile; Counterparts. Each party hereto may deliver an executed
signature page to this Amendment to Hyatt Gaming Security Agreement (Additional
Debtor) by facsimile transmission to each other party, which facsimile copy
shall be deemed to be an original executed signature page; provided, however,
that such party shall deliver an original signature page to each other party
promptly thereafter. This Amendment to Hyatt Gaming Security Agreement
(Additional Debtor) may be executed in any number of counterparts, each of which
shall be deemed an original and all of which counterparts together shall
constitute one agreement with the same effect as if the parties had signed the
same signature page.

<PAGE>


           IN WITNESS WHEREOF, Additional Debtor and Lender have caused this
Amendment to Hyatt Gaming Security Agreement (Additional Debtor) to be duly
executed and delivered as of the date first written above.

                                [ADDITIONAL DEBTOR]

                                By:  ______________________________________
                                Name:  ____________________________________
                                Title:  ___________________________________


                                Address for Notice:


                                Attn:  ____________________________________
                                Phone No:  ________________________________
                                Facsimile:  _______________________________

                                HYATT GAMING MANAGEMENT, INC.

                                By:  ______________________________________
                                Name:  ____________________________________
                                Title:  ___________________________________