<PAGE>
                                                                    Exhibit 4.17


APN(s): 139-34-610-006,
139-34-610-008, 139-34-610-041,
139-34-210-065, 139-34-610-039,
139-34-610-038, 139-34-610-037

Prepared By and Upon
Recordation Return To:

Brobeck, Phleger & Harrison LLP
550 South Hope Street
Los Angeles, CA  90071-2604
Attention:  John Francis Hilson, Esq.

Mail Tax Statements To:
Barden Nevada Gaming, LLC
163 Madison Avenue, Suite 2000
Detroit, MI  48226
Attention:  Don Barden



------------------------------------------------------------------------------


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

                           BARDEN NEVADA GAMING, LLC,

                                   as Trustor

                 FIDELITY NATIONAL TITLE AGENCY OF NEVADA, INC.,

                                   as Trustee

                                       and

                          FOOTHILL CAPITAL CORPORATION,

                                 as Beneficiary

                          Dated as of December 6, 2001

           SOME OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE
           MORTGAGED PROPERTY IS OR IS TO BE AFFIXED TO THE PROPERTIES
                        DESCRIBED IN THE EXHIBITS HERETO

      THIS FINANCING STATEMENT IS A FIXTURE FILING, AND IS TO BE FILED FOR
             RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS

                THIS DEED OF TRUST COVERS AFTER-ACQUIRED PROPERTY
<PAGE>
                      DEED OF TRUST, SECURITY AGREEMENT AND
                     FIXTURE FILING WITH ASSIGNMENT OF RENTS

         THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH
ASSIGNMENT OF RENTS (this "Deed of Trust") is made as of the 6th day of
December, 2001 by Barden Nevada Gaming, LLC, a Nevada limited liability company
("Trustor"), whose principal place of business is located at 163 Madison Avenue,
Suite 2000, Detroit, Michigan 48226, in favor of Fidelity National Title Agency
of Nevada, Inc. ("Trustee"), whose principal place of business is located at 500
N. Rainbow Boulevard, Suite 100, Las Vegas, Nevada 89107, for the benefit of
Foothill Capital Corporation, a California corporation ("Beneficiary"), whose
principal place of business is located at One Boston Plaza, Suite 1800, Boston
Massachusetts 02108.

THIS INSTRUMENT SECURES FUTURE ADVANCES, AS DEFINED IN NRS 106.320, AND IS TO BE
GOVERNED BY NRS 106.300 TO 106.400, INCLUSIVE. THE AMOUNT OF PRINCIPAL
INDEBTEDNESS TO BE SECURED HEREBY IS UP TO $15,000,000.00.

                                    RECITALS

         A. Pursuant to that certain Loan and Security Agreement, dated as of
December 6, 2001, by and among Majestic Investor Holdings, LLC, a Delaware
limited liability company, Barden Colorado Gaming, LLC, a Colorado limited
liability company, Barden Nevada Gaming, LLC, a Nevada limited liability
company, and Trustor (collectively, the "Borrower"), and Beneficiary,
Beneficiary has agreed to make certain financial accommodations to Borrower.
Such agreement, as it may from time to time be amended, modified, supplemented,
renewed, or restated, is referred to herein as the "Loan Agreement", and the
term "Loan Documents" when used herein has the meaning ascribed thereto in the
Loan Agreement. All other initially capitalized terms set forth in this Deed of
Trust, if not otherwise defined herein, shall have the meanings ascribed to them
in the Loan Agreement.

         B. Trustor has also guaranteed certain obligations and liabilities
under the Loan Agreement pursuant to that certain guaranty dated as of December
6, 2001, made by Trustor in favor of Beneficiary (the "Guaranty").

         C. In order to induce the Beneficiary to make certain financial
accommodations to Borrower and pursuant to the Loan Agreement, Trustor desires
to enter into this Deed of Trust to secure the Secured Obligations (as defined
below).

         D. The parties acknowledge that certain provisions of this Deed of
Trust may be subject to the laws, rules and regulations (collectively, the
"Applicable Gaming Laws") of the gaming authorities of the State of Nevada and
of other governmental jurisdictions, including, but not limited to, the Nevada
State Gaming Control Board, the Nevada Gaming Commission and the Clark County
Liquor and Gaming Licensing Board (collectively, the "Gaming Authorities").



                                       1.
<PAGE>
                                   WITNESSETH:

         IN CONSIDERATION OF THE FOREGOING RECITALS AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, SUBJECT TO APPLICABLE GAMING LAWS, TRUSTOR DOES HEREBY IRREVOCABLY
GRANT, BARGAIN, SELL, TRANSFER, CONVEY, ASSIGN AND WARRANT to Trustee, its
successors and assigns, IN TRUST, WITH POWER OF SALE, for the benefit and
security of Beneficiary, but subject to Permitted Liens, the following (but
excluding in each and every case all Excluded Assets as defined below), whether
now owned or hereafter acquired:

                               GRANTING CLAUSE ONE

                                     [Land]

         All of Trustor's right, title and interest in the real property,
located in the County of Clark, State of Nevada, described in Exhibit A attached
hereto and by this reference incorporated herein (the "Owned Land"), together
with all and singular the tenements, hereditaments, rights, reversions,
remainders, development rights, privileges, benefits, easements (in gross or
appurtenant), rights-of-way, gores or strips of land, streets, ways, alleys,
passages, sewer rights, water courses, water rights and powers, and all
appurtenances whatsoever and claims or demands of Trustor at law or in equity,
in any way belonging, benefitting, relating or appertaining to the Owned Land,
the airspace over the Owned Land, the Improvements (as hereinafter defined) to
the Owned Land, or both, or which hereinafter shall in any way belong, relate or
be appurtenant thereto;

         To the fullest extent allowed by Applicable Law and the applicable
Ground Leases (as defined below), all of Trustor's right, title and interest in
the leasehold estate created by those certain lease agreements described in
Exhibit B-1 and Exhibit C-1, attached hereto and by this reference incorporated
herein (each, a "Ground Lease", and collectively, the "Ground Leases"), wherein
Trustor is the owner of the lessee's interest thereunder, and those certain
parties referenced on said Exhibits are the lessors (each, a "Lessor", and
collectively, the "Lessors"), as the same may be amended, restated, renewed or
extended from time to time, in that certain real property located in the County
of Clark, State of Nevada, described in Exhibit B-2 and Exhibit C-2
(collectively, the "Leased Land"), together with all and singular the tenements,
hereditaments, rights, reversions, remainders, development rights, privileges,
benefits, easements (in gross or appurtenant), rights-of-way, gores or strips of
land, streets, ways, alleys, passages, sewer rights, water courses, water rights
and powers, and all appurtenances whatsoever and claims or demands of Trustor at
law or in equity, in any way belonging, benefiting, relating or appertaining to
the Leased Land, the airspace over the Leased Land, the Improvements (as
hereinafter defined) to the Leased Land, or relating or appertaining to any
number of them, or which hereinafter shall in any way belong, relate or be
appurtenant thereto).

         The Owned Land and the Leased Land are herein collectively referred to
as the "Land".


                                       2.
<PAGE>
                               GRANTING CLAUSE TWO

                                 [Improvements]

         TOGETHER WITH, any and all structures, buildings, facilities and
improvements of every nature whatsoever now or hereafter on the Land, including,
but not limited to, the Fixtures (as hereinafter defined) (collectively, the
"Improvements") (the Land and Improvements are referred to collectively as the
"Real Property").

         For purposes of this Deed of Trust, "Fixtures" means any and all
"fixtures" as such term is defined in Article 9 of the UCC and to the fullest
extent allowed by Applicable Laws, fixtures and all other equipment and
machinery now or at any time hereafter owned by Trustor and located or included
in or on or appurtenant to the Real Property and used in connection therewith
and which are or become so related to the Real Property encumbered hereby that
an interest arises in them under real estate law; machinery, equipment
(including, without limitation, pipes, furnaces, conveyors, drums, fire
sprinklers and alarm systems, and air conditioning, heating, refrigerating,
electronic monitoring, stoves, ovens, ranges, dishwashers, disposals, food
storage, food processing (including restaurant fixtures), trash and garbage
removal and maintenance equipment), elevators, office equipment, all built-in
tables, wall-beds, wall-safes, built-in furniture and installation, doorstops,
vaults, motors, dumb-waiters, computers, mirrors, screens, chairs, chaise
lounges, hot tubs, swimming pool heaters, beauty and barber equipment,
maintenance supplies used in connection with the Land, mantels, screens,
plumbing, bathtubs, sinks, basins, faucets, all laundry, kitchen, restaurant and
athletic equipment, washers, dryers, planters, desks, sofas, shelves, lockers
and cabinets, all safes, furnishings, appliances (including, without limitation,
food warming and holding equipment, iceboxes, refrigerators, fans, heaters,
water heaters and incinerators), rugs, carpets and other floor coverings,
draperies and drapery rods and brackets, awnings, window shades, venetian
blinds, curtains, lamps, chandeliers and other lighting fixtures, trade
fixtures, telephone, television and other communications equipment, visual and
electronic surveillance systems and transportation systems, all specifically
designed installations and furnishings, all furniture, furnishings and personal


                                       3.
<PAGE>
property of every nature whatsoever, and equipment, appliances or other goods
for the exclusion of vermin or insects, or for the collection of dust, refuse or
garbage; provided, however, that Fixtures shall not include Excluded Assets.

                              GRANTING CLAUSE THREE

                                  [Rents, etc.]

         TOGETHER WITH, all rents, income, security or similar deposits (to the
full extent allowed by Applicable Laws), including without limitation, receipts,
issues, royalties, earnings, products or proceeds, profits, maintenance, license
and concession fees and other revenues to which Trustor may now or hereafter be
entitled, including, without limitation, all rights to payment for hotel room
occupancy by hotel guests, which includes any payment or monies received or to
be received in whole or in part whether actual or deemed to be, for the sale of
services or products in connection therewith and/or in connection with such
occupancy, advance registration fees by hotel guests, tour or junket proceeds
and deposits for conventions and/or party reservations (collectively the
"Rents"), subject to the revocable license hereinafter given to Trustor to
collect and apply such Rents.

                              GRANTING CLAUSE FOUR

                [Leases, Including Deposits and Advance Rentals]

         TOGETHER WITH, (a) all estate, right, title and interest of Trustor in,
to and under any and all leases, subleases, lettings, licenses, concessions,
operating agreements, management agreements, franchise agreements and all other
agreements affecting or covering the Real Property or any portion thereof now or
hereafter existing or entered into, together with all amendments, extensions and
renewals of any of the foregoing; (b) all right, title, claim, estate and
interest of Trustor thereunder, including, without limitation, all claims of the
lessor thereunder, letters of credit, guarantees or security deposits (to the
full extent allowed by Applicable Laws), advance rentals and any and all
deposits or payments of similar nature; and (c) the right to enforce against any
tenants thereunder and otherwise any and all remedies under any of the
foregoing, including Trustor's right to evict from possession any tenant
thereunder or to retain, apply, use, draw upon, pursue, enforce or realize upon
any guaranty thereof; to terminate, modify, or amend any such agreement; to
obtain possession of, use, or occupy, any of the real or personal property
subject to any such agreement; and to enforce or exercise, whether at law or in
equity or by any other means, all provisions of any such agreement and all
obligations of the tenants thereunder based upon (i) any breach by such tenant
thereunder (including any claim that Trustor may have by reason of a
termination, rejection, or disaffirmance of such agreement pursuant to any
Bankruptcy Law), and (ii) the use and occupancy of the premises demised, whether
or not pursuant to the applicable agreement

                                       4.
<PAGE>
(including any claim for use and occupancy arising under landlord-tenant law of
the State of Nevada or any Bankruptcy Law).

                              GRANTING CLAUSE FIVE

                           [Options to Purchase, etc.]

         TOGETHER WITH, all right, title and interest of Trustor in and to all
options and other rights to purchase or lease the Real Property or any portion
thereof or interest therein, if any, and any greater estate in the Real Property
owned or hereafter acquired by Trustor.

                               GRANTING CLAUSE SIX

                               [Personal Property]

         TOGETHER WITH, all right, title and interest of Trustor in and to all
Tangible Property and Intangible Property (except, with respect to Gaming
Licenses, as prohibited by Applicable Gaming Laws) now or at any time hereafter
located on or appurtenant to the Real Property and used or useful in connection
with the ownership, management or operation of the Real Property, including,
without limitation, the Personal Property.

                              GRANTING CLAUSE SEVEN

                           [Condemnation Awards, etc.]

         TOGETHER WITH, all the estate, interest, right, title, and other claim
or demand, which Trustor now has or may hereafter acquire in any and all awards,
payments or other consideration made for the taking by eminent domain, or by
any. proceeding or purchase in lieu thereof, of the whole or any part of the
Real Property, including, without limitation, any awards, payments or other
consideration resulting from a change of grade of streets and for severance
damages.

                              GRANTING CLAUSE EIGHT

                              [Insurance Proceeds]

         TOGETHER WITH, all the estate, interest, right, title and other claim
or demand which Trustor now has or may hereafter acquire with respect to the
proceeds of insurance in effect with respect to all or any part of the Real
Property and/or Personal Property, together with all interest thereon and the
right to collect and receive the same.

                              GRANTING CLAUSE NINE

                           [Claims for Damages, etc.]


                                       5.
<PAGE>
         TOGETHER WITH, all the estate, interest, right, title and other claim
or demand which Trustor now has or may hereafter acquire against anyone with
respect to any damage to all or any part of the Real Property, including,
without limitation, damage arising from any defect in or with respect to the
design or construction of all or any part of the Improvements and damage
resulting therefrom.

                               GRANTING CLAUSE TEN

     [Deposits, Advance Payments and Refunds of Insurance, Utilities, etc.]

         TOGETHER WITH, all deposits or other security or advance payments
including rental payments made by or on behalf of Trustor to others, and all
refunds made by others to Trustor, with respect to (i) insurance policies
relating to all or any part of the Real Property and/or Personal Property, (ii)
utility service for all or any part of the Real Property, (iii) cleaning,
maintenance, repair, or similar services for all or any part of the Real
Property, (iv) refuse removal or sewer service for all or any part of the Real
Property, (v) rental of equipment, if any, used in the operation, maintenance or
repair by or on behalf of Trustor of all or any part of the Real Property and/or
Personal Property; (vi) parking or similar services or rights afforded to all or
any part of the Real Property; and (vii) the Ground Leases.

                             GRANTING CLAUSE ELEVEN

                              [Water Rights, etc.]

         TOGETHER WITH, all water rights, water stock, water permits and other
rights to the use of water that are now or that may be hereinafter used in
connection with the said Real Property, or any improvements or appurtenances
thereto.

                             GRANTING CLAUSE TWELVE

                                [Minerals, etc.]

         TOGETHER WITH, all oil and gas and other mineral rights, if any, in or
pertaining to the Land and all royalty, leasehold and other rights of Trustor
pertaining thereto.

                            GRANTING CLAUSE THIRTEEN

                               [Accessions, etc.]

         TOGETHER WITH, all extensions, improvements, betterments, renewals,
substitutes for and replacements of, and all additions, accessions, and
appurtenances to, any of the foregoing that Trustor may subsequently acquire,
and all conversions of any of the foregoing, Trustor agrees that all property
hereafter acquired by Trustor and required by the Loan Agreement, this Deed of
Trust or any other Loan Document to be subject to the lien and/or security
interests created by this Deed of Trust shall forthwith upon the acquisition
thereof by

                                       6.
<PAGE>
Trustor be subject to the lien and/or security interests of this Deed of Trust
as if such property were now owned by Trustor and were specifically described in
this Deed of Trust and granted hereby or pursuant hereto, and the Beneficiary is
hereby authorized to receive any and all such property as and for additional
security for the Guaranty Obligations.

         The entire estate, property and interest hereby conveyed to Trustee
pursuant to Granting Clauses One through Thirteen, inclusive, may hereafter be
referred to as the "Trust Estate."

                          FOR THE PURPOSE OF SECURING:

         A. the due and punctual payment and performance of any and all present
and future obligations and liabilities of Trustor of every type or description
to Beneficiary, arising under or in connection with the Guaranty, whether for
principal of, or premium, if any, or interest under the Loan Agreement,
expenses, indemnities or other amounts (including attorneys' fees and expenses)
(collectively, the "Guaranty Obligations");

         C. Payment of all indebtedness and performance of all "Obligations" (as
defined in the Loan Agreement) arising under, related to, or evidenced by or
pursuant to the Loan Agreement;

         D. Payment and performance of all "Obligations" (as defined in the Loan
Agreement) arising under, related to, or evidenced by or pursuant to any other
Loan Document;

         D. Payment and performance of all obligations under this Deed of Trust,
including payment of all sums expended or advanced by Beneficiary hereunder,
together with interest thereon;

         E. All future advances pursuant to the Loan Agreement or any other of
the Loan Documents, as future advances is defined by Nevada Revised Statutes
("NRS") 106.320, in each case whether due or not due, direct or indirect, joint
and/or several, absolute or contingent, voluntary or involuntary, liquidated or
unliquidated, determined or undetermined, now or hereafter existing, renewed or
restructured, whether or not from time to time decreased or extinguished and
later increased, created or incurred, whether or not arising after the
commencement of a proceeding under the Bankruptcy Code (including post-petition
interest) and whether or not allowed or allowable as a claim in any such
proceeding. This Deed of Trust is intended to secure future advances. The
maximum amount of principal to be secured is $15,000,000. This instrument is to
be governed by the provisions of NRS 106.300 to 106.400; and

         F. All renewals, extensions, modifications and amendments of any of the
aforesaid, whether or not any renewal, extension, modification or amendment
agreement is executed in connection therewith (all obligations and liabilities
described herein are collectively referred to herein as the "Secured
Obligations").



                                       7.
<PAGE>
         TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR HEREBY COVENANTS
AND AGREES AS FOLLOWS:

                                   ARTICLE 1.

         Section 1.1 Certain Defined Terms. As used herein, the following terms
shall have the following meanings:

                  "Accounts" has the meaning set forth in Section 9.1.2.

                  "Applicable Gaming Laws" has the meaning set forth in Recital
D.

                  "Applicable Laws" shall have the meaning set forth in Section
3.7.

                  "Bankruptcy Law" means any laws arising from the United States
Bankruptcy Code, as amended, and any applicable State statute dealing with
bankruptcy.

                  "Beneficiary" has the meaning set forth in the Preamble.

                  "Chattel Paper" has the meaning set forth in Section 9.1.1.

                  "Collateral" has the meaning set forth in Section 9.1.

                  "Default Rate" has the meaning set forth in Section 4.8.1.

                  "Documents" has the meaning set forth in Section 9.1.9.

                  "Environmental Claim" shall mean shall mean any claim, action,
cause of action, investigation or notice (written or oral) by any person or
entity alleging potential liability (including, without limitation, potential
liability for investigatory costs, cleanup costs, governmental response costs,
natural resources damages, property damages, personal injuries, or penalties)
arising out of, based on or resulting from (a) the presence, or release into the
environment, of any Hazardous Material at any location, whether or not owned or
operated by Trustor or (b) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Requirement.

                  "Environmental Damages" means all claims, judgments, losses,
penalties, fines, liabilities (including strict liability), encumbrances, liens,
costs and expenses of investigation and defense of any claim, whether or not
such is ultimately defeated, and of any settlement or judgment, of whatever kind
or nature, contingent or otherwise, matured or unmatured, foreseeable or
unforeseeable, including, without limitation, reasonable attorneys' fees,
charges and disbursements (including, without limitation, costs of appeal), and
consultants' fees, any of which are actually incurred at any time as a result of
the existence or alleged existence of Hazardous Materials upon, about or beneath
the Real Property or migrating or threatening to

                                       8.
<PAGE>
migrate to or from the Real Property, or the existence or alleged existence of a
violation of Environmental Requirements pertaining to the Real Property
regardless of whether the existence of such Hazardous Materials or the violation
of Environmental Requirements arose prior to the present ownership or operation
of the Real Property, and including, without limitation:

                        (i) damages for personal injury, or injury to property
or natural resources occurring upon or off of the Real Property, foreseeable or
unforeseeable, including, without limitation, lost profits, consequential
damages, the cost of demolition and rebuilding of any improvements on the Real
Property, interest and penalties including, but not limited to, claims brought
by or on behalf of employees of Trustor, with respect to which Trustor waives,
for the benefit of Beneficiary only, any immunity to which it may be entitled
under any industrial or workers' compensation laws;

                        (ii) reasonable fees actually incurred for the services
of attorneys, consultants, contractors, experts, laboratories and all other
costs incurred in connection with the investigation or remediation of such
Hazardous Materials or violation of Environmental Requirements including, but
not limited to, the preparation of any feasibility studies or reports or the
performance of any cleanup, remedial, removal, abatement containment, closure,
restoration or monitoring work required by any federal, state or local
governmental agency or political subdivision, or reasonably necessary to make
full economic use of the Real Property or any other property or otherwise
expended in connection with such conditions, and including, without limitation,
any reasonable attorneys' fees, charges and disbursements (including, without
limitation, costs of appeal) actually incurred in enforcing this Deed of Trust
or collecting any sums due hereunder, and

                        (iii) liability to any Person to indemnify such Person
for actual costs incurred in good faith in connection with the items referenced
in subparagraphs (i) and (ii) hereof.

                  "Environmental Requirements" means applicable present and
future statutes, regulations, rules, ordinances, codes, licenses, permits,
orders, approvals, plans, authorizations, concessions, franchises and similar
items, of all a governmental agencies, departments, commissions, boards, bureaus
or instrumentalities of the United States, states and political subdivisions
thereof and all applicable judicial and administrative and regulatory decrees,
injunctions, judgments and orders relating to the environment, including,
without limitation:

                        (i) all requirements, including, but not limited to,
those relating or pertaining to (A) record keeping, reporting, disclosing,
notifying, licensing, permitting, investigation and remediation of emissions,
discharges, releases or threatened releases of Hazardous Materials or other
chemical substances, pollutants, contaminants or hazardous or toxic substances,
materials or wastes whether solid, liquid or gaseous in nature, into the
environment (including, without limitation, ambient air, surface water,
groundwater or land surface or subsurface strata), (B) the manufacture,
processing, distribution, use, generation, treatment, storage, disposal
transport or handling of chemical substances, materials or wastes, whether
solid, liquid or gaseous in nature, including without limitation, Hazardous
Materials or
                                       9.
<PAGE>
(C) underground storage tanks and related piping, and emissions, discharges,
releases or threatened releases of Hazardous Materials or other chemical
substances, pollutants, contaminants or hazardous or toxic substances, materials
or wastes whether solid, liquid or gaseous in nature therefrom; and

                        (ii) all other requirements pertaining to the
preservation or protection of the environment and the mitigation of adverse
effects thereon and the health and safety of employees or the public with
respect to Hazardous Materials.

                  "Equipment" has the meaning set forth in Section 9.1.7.

                  "Event of Default" shall have the meaning set forth in Section
8.

                  "Excluded Assets" has the meaning set forth in the Loan
Agreement.

                  "Fixtures" has the meaning set forth in Granting Clause Two.

                  "Gaming Authorities" has the meaning set forth in Recital D
above.

                  "Gaming Equipment" means all equipment and supplies used in
the operation of a casino, including, without limitation, slot machines, gaming
tables, cards, dice, gaming chips, player tracking systems, and all other gaming
devices (as defined in NRS 463.0155), cashless wagering systems (as defined in
NRS 463.014) and associated equipment (as defined in NRS 463.0136).

                  "Gaming Licenses" means every material license, franchise or
other approval or authorization required to own, lease, operate or otherwise
conduct gaming in any jurisdiction in which Trustor or any of its subsidiaries
conducts or proposes in good faith to conduct gaming business, including any
applicable liquor licenses.

                  "Governmental Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature
whatsoever of the United States of America or foreign government, any state,
county or any city or other political subdivision, whether now or hereafter
existing, or any officer or official thereof, including without limitation, the
Nevada Gaming Commission, the Nevada State Gaming Control Board, the Colorado
Limited Gaming Control Commission, the Mississippi Gaming Commission and any
other agency with authority to regulate any gaming operation (or proposed gaming
operation) owned, managed or operated by Trustor or any of its subsidiaries.

                  "Guaranty" has the meaning set forth in Recital B.

                  "Guaranty Obligations" has the meaning set forth hereinabove.

                  "General Intangibles" has the meaning set forth in Section
9.1.10.

                  "Ground Leases" has the meaning set forth in Granting Clause
One.


                                      10.
<PAGE>
                  "Hazardous Materials" means any chemical, material or
substance:

                        (i) the presence of which requires investigation or
remediation under any federal, state or local law, statute, code, regulation,
ordinance, order, action or policy; or

                        (ii) which is or becomes defined as or included in the
definition of "hazardous substances," "pollutants," " contaminants," "hazardous
wastes," "hazardous materials," "extremely hazardous waste," "restricted
hazardous waste" or "toxic substances" or words of similar import under any
applicable local state or federal law or under regulations adopted or
publications promulgated pursuant thereto, including, but not limited to, any
such laws or regulations promulgated by Governmental Authorities of the State of
Nevada; the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, 42 U.S.C.Section 9601, et seq.; the Hazardous Materials
Transportation Act, as amended, 49 U.S.C.Section 1801, et seq.; the Resource
Conservation and Recovery Act as amended, 42 U.S.C.Section 6901, et seq.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C.Section 1251, et seq.;
the Toxic Substances Control Act, 15 U.S.C.Section 2601, et seq.; the Safe
Drinking Water Act, 42 U.S.C.Section 300(f)-300(j) - 10; the Clean Air Act, 42
U.S.C.Section 7401, et seq.; or any substance defined as a "hazardous
substance," "hazardous waste," "hazardous substance," "highly hazardous
substance," "hazardous material" or words of similar meaning as referred to in
NRS Chapters 459, 444, 445A, 445B, 590, NRS Sections 618.750-618.850, inclusive,
NRS Section 477.045, and the Uniform Fire Code (1988 edition), as now existing
and as hereafter amended, and any administrative regulations adopted pursuant
thereto; or

                        (iii) which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is
or a becomes regulated by any governmental authority, agency, department,
commission, board, agency or instrumentality of the United States, any state of
the United States, or any political subdivision thereof ("Governmental
Authority"); or

                        (iv) the presence of which on the Real Property causes
or threatens to pose a hazard to the Real Property or to the health or safety of
Persons on or about the Real Property; or

                        (v) without limitation, which contains gasoline, crude
oil, diesel fuel or other petroleum hydrocarbons in violation of applicable
Environmental Requirements; or

                        (vi) without limitation, which contains "PCBs" (as
hereinafter defined) or asbestos or urea formaldehyde foam insulation or radon
gas.

                  "Impositions" means any and all (i) real estate and personal
property taxes and other taxes and assessments, water and sewer rates and
charges levied or assessed upon or with respect to the Real Property and any and
all other governmental charges (including any penalties and other charges
imposed by any Gaming Authority) and any interest or costs or penalties with
respect thereto, in each case whether general, special ordinary or
extraordinary, foreseen or unforeseen, of any kind and nature whatsoever that at
any time prior to or after the execution

                                      11.
<PAGE>
hereof may be assessed, levied, imposed, or become a lien upon the Real Property
or the Rents, but excluding taxes on Trustor's income or operating revenues;
(ii) charges for any easement or agreement maintained for the benefit of the
Real Property and (iii) other charges, expenses, payments or assessments of any
nature, if any, which are or may be assessed, levied, imposed or become a lien
upon the Real Property or the Rents, including mechanics and other Liens
permitted by Section 7.2 of the Loan Agreement.

                  "Impound Account" means the account that Trustor may be
required to maintain pursuant to Section 4.6.2. of this Deed of Trust for the
deposit of amounts required to pay Impositions and insurance premiums.

                  "Improvements" has the meaning set forth in Granting Clause
Two.

                  "Indemnitees" has the meaning set forth in Section 11.2.7.

                  "Intangible Property" means any and all intangible personal
property, including, without limitation, (a) the rights to use all names and all
derivations thereof now or hereafter used by Trustor in connection with the Land
or the Improvements, including, without limitation, the name "Fitzgeralds Las
Vegas" and any variations thereof, together with the goodwill associated
therewith, and all names, logos, and designs used by Trustor, or in connection
with the Land or the Improvements or in which Trustor has rights, with the
exclusive right to use such names, logos and designs wherever they are now or
hereafter used in connection with the Land or the Improvements, and any and all
other trade names, or service marks, whether or not registered, now or hereafter
used in the operation of the Land or the Improvements, including, without
limitation, any interest as a licensee or franchisee and, in each case, together
with the goodwill associated therewith; (b) maps, plans, specifications,
surveys, studies, tests, reports, data and drawings relating to the development
of the Land or the Improvements and the construction of the Improvements,
including, without limitation, all marketing plans, feasibility studies, soils
tests, design contracts and all contracts and agreements of Trustor relating
thereto and all architectural, structural, mechanical and engineering plans and
specifications, studies, data and drawings prepared for or relating to the
development of the Land or the Real Property or the construction, renovation or
restoration of any of the Improvements or the extraction of minerals, sand,
gravel or other valuable substances from the Land; (c) any and all books,
records, customer lists (including lists or information derived from or related
to the Player Tracking System described within the definition of "Tangible
Property"), concession agreements, supply or service contracts, licenses,
permits, governmental approvals (to the extent such licenses, permits and
approvals may be pledged under Applicable Laws), signs, goodwill casino and
hotel credit and charge records, supplier lists, checking account, safe deposit
boxes (excluding the contents of such deposit boxes owned by Persons other than
Trustor and its Subsidiaries), cash, instruments, Chattel Papers, documents,
unearned premiums, deposits, refunds, including but not limited to income tax
refunds, prepaid expenses, rebates, tax and insurance escrow and impound
accounts, if any, actions and rights in action, and all other claims, and all
other contract rights and general intangibles resulting from or used in
connection with the operation of the Trust

                                      12.
<PAGE>
Estate and in which Trustor now or Trustor now or hereafter has rights; (d) all
of Trustor's documents, instruments, contract rights, and general intangibles
including, without limitation, all insurance policies, permits, licenses,
franchises and agreements required for the use, occupancy or operation of the
Land or any of the Improvements (to the extent such licenses, permits and
approvals are not prohibited from being pledged under Applicable Laws); (e)
general intangibles, vacation license resort agreements or other time share
license or right to use agreements with respect to the Land, the Improvements
and/or the business being conducted thereon, including, without limitation, all
rents, issues, profits, income and maintenance fees resulting therefrom; whether
any of the foregoing is now owned or hereafter acquired; (f) to the extent
permitted by Applicable Laws, any and all 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 contract
rights) now or hereafter obtained by Trustor from any Governmental Authority
having or claiming jurisdiction over the Land, the Tangible Property, the Real
Property or any other element of the Trust Estate or providing access thereto,
or the operation of any business on, at, or from the Land, including, without
limitation, any Gaming Licenses and (g) any and all products and proceeds
derived or to be derived therefrom, including without limitation, any and all
present and future accounts, contract rights, chattel paper, instruments, and
documents that may be derived from the sale, lease or other disposition of any
of the foregoing, and any rights of Trustor to collect or enforce payment
thereof, as well as enforce any guaranties of the foregoing and security
therefor.

                  "Inventory" has the meaning set forth in Section 9.1.6.

                  "Land" has the meaning set forth in Granting Clause One.

                  "Leases" means any and all leases, subleases, lettings,
licenses, concessions, operating agreements, management agreements and all other
agreements affecting or covering the Real Property or any portion thereof now or
hereafter existing or entered into, together with all amendments, extensions and
renewals of any of the foregoing, but excluding the Ground Leases.

                  "Liens" means any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind, whether or not filed, recorded or otherwise
perfected under Applicable Laws (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the applicable UCC (or equivalent
statutes) of any jurisdiction).

                  "Loan Documents" shall mean the Loan Agreement, Guaranty,
Letters of Credit, and any and all other instruments, documents and other
agreements now existing or hereinafter entered into evidencing, curing,
guaranteeing or otherwise relating to the Secured Obligations.

                  "NRS" means the Nevada Revised Statutes.


                                      13.
<PAGE>
                  "PCBs" means polychlorinated biphenyls.

                  "Permitted Liens" shall have the meaning set forth in the Loan
Agreement.

                  "Personal Property" means the Intangible Property and the
Tangible Property.


                  "Proceeds" has the meaning" set forth in Section 9.1.22.

                  "Public Waters" means any river, lake, stream, sea, ocean,
gulf, bay or other public body of water.

                  "Real Property" has the meaning set forth in Granting Clause
Two.

                  "Receiver" means any trustee, receiver, custodian, fiscal
agent, liquidator or similar officer.

                  "Rents" has the meaning set forth in Granting Clause Three.

                  "Secured Obligations" shall have the meaning set forth
hereinabove.

                  "Tangible Property" means any and all tangible personal
property, including, without limitation, all goods, equipment, supplies,
building and other materials of every nature whatsoever and all other tangible
personal property constituting a part or portion of the Real Property and/or
used in the operation of any hotel, casino, restaurant, store, parking facility,
special events arena, theme park, and any other commercial operations on the
Real Property, including but not limited to Inventory, communication systems,
visual and electronic surveillance systems and transportation systems and not
constituting a part of the real property subject to the real property lien of
this Deed of Trust and including all property and materials stored on all or any
portion of the Real Property in which Trustor has an interest and all tools,
utensils, food and beverage, liquor, uniforms, linens, housekeeping and
maintenance supplies, vehicles, fuel advertising and promotional material,
blueprints, surveys, plans and other documents relating to the Land, the
Improvements, and all construction materials and all Fixtures, including, but
not limited to, all gaming equipment and devices which are used in connection
with the operation of the Real Property and those items of Fixtures which are
purchased or leased by Trustor, machinery and any other item of personal
property in which Trustor now or hereafter owns or acquires an interest or
right, and which are used or useful in the construction, operation, use and
occupancy of the Real Property, to the extent permitted by the applicable
contract or Applicable Laws, all financial equipment, computer equipment, player
tracking system (including all computer hardware, operating software programs
and all right, title and interest in and to any applicable license therefor and
all equipment included in within the definition of "associated equipment" under
NRS 463.0136) (the "Player Tracking System"), calculators, adding machines,
video game and slot machines, and any other electronic equipment of every nature
used or located on any part of the Real Property, and all present and future
right, title and interest of Trustor in and to any casino operator's license
agreement or sublease agreement used in connection with the Real Property, along
with any and all products and

                                      14.
<PAGE>
proceeds derived or to be derived therefrom, including without limitation, any
and all present and future accounts, contract rights, chattel paper,
instruments, and documents that may be derived from the sale, lease or other
disposition of any of the foregoing, and any rights of Trustor to collect or
enforce payment thereof, as well as enforce any guaranties of the foregoing and
security therefor.

                  "Title Policy" means the title insurance policy or policies in
favor of Beneficiary insuring the Lien of this Deed of Trust.

                  "Trust Estate" has the meaning set forth hereinabove.

                  "UCC" means the Uniform Commercial Code (as amended from time
to time) of the State of California.

         Section 1.2 Related Matters.


                        1.2.1 Terms Used in the UCC. Unless the context clearly
otherwise requires, all lower case terms used in Section 9 of this Deed of Trust
and not otherwise defined herein that are used or defined in Article 9 (or any
equivalent subpart) of the UCC have the same meanings herein.

                        1.2.2 Construction. Unless the context of this Deed of
Trust clearly requires otherwise, references to the plural include the singular,
the singular includes the plural, the part includes the whole, and "including"
is not limiting. The words "hereof," "herein," "hereby," "hereunder" and similar
terms in this Deed of Trust refer to this Deed of Trust as a whole including the
Preamble, the Recitals and all Schedules and Exhibits, but subject to Section
1.4 of the Loan Agreement) and not to any particular provision of this Deed of
Trust. Article, section, subsection, exhibit, recital, preamble and schedule
references in this Deed of Trust are to this Deed of Trust unless otherwise
specified. References in this Deed of Trust to any agreement, other document or
law "as amended" or "as may be amended from time to time," or to amendments of
any document or law, shall include any amendments, supplements, replacements,
renewals or other modifications.

                        1.2.3 Determinations. Any determination or calculation
contemplated by this Deed of Trust that is made by Beneficiary shall be final
and conclusive and binding upon the Trustor, in the absence of manifest error.
References in this Deed of Trust to "determination" by Beneficiary include good
faith estimates (in the case of quantitative determinations) and good faith
beliefs (in the case of qualitative determinations). All references herein to
"discretion" of Beneficiary (or terms of similar import) shall mean "absolute
and sole discretion." All consents and other actions of Beneficiary contemplated
by this Deed of Trust may be given, taken, withheld or not taken in
Beneficiary's discretion (whether or not so expressed), except as otherwise
expressly provided herein. No approval or consent of Beneficiary shall be
effective unless the express written approval or consent of Beneficiary is
received by Trustor.


                                      15.
<PAGE>
         1.2.4 Governing Law. This Deed of Trust shall be governed by, and
construed in accordance with, the laws (other than the rules regarding conflicts
of laws) of the State of California, except that the provisions hereof relating
be the creation, perfection and enforcement of the lien and security interest in
that portion of the Trust Estate which is real property or fixtures shall be
governed by the laws of the State of Nevada. Notwithstanding anything to the
contrary set forth in this Section 1.2.4, this Deed of Trust is subject to the
Applicable Gaming Laws of the State of Nevada. Beneficiary and Trustee each
agree to cooperate with the Gaming Authorities of the State of Nevada in
connection with the administration of their regulatory jurisdiction over
Trustor, including the provision of such documents or other information as may
be requested by the Gaming Authorities of the State of Nevada relating to
Trustor or to the Loan Documents.

         1.2.5 Headings. The Article and Section headings being used in this
Deed of Trust are for convenience of reference only and shall not affect the
construction hereof.

         1.2.6 Severability. If any provision of this Deed of Trust or any Lien
or other right hereunder shall be held to be invalid, illegal or unenforceable
under Applicable Law in any jurisdiction, such provision, Lien or other right
shall be ineffective only to the extent of such invalidity, illegality or
unenforceability, which shall not affect any other provisions herein or any
other Lien or right granted hereby or the validity, legality or enforceability
of such provision, Lien or right in any other jurisdiction.

         1.2.7 Exhibits and Schedules. All of the exhibits and schedules
attached to this Deed of Trust shall be deemed incorporated herein by reference.

                                   ARTICLE 2.

                                   [RESERVED]


                                   ARTICLE 3.

                         REPRESENTATIONS AND WARRANTIES

                  Trustor hereby represents and warrants to Beneficiary and
Trustee that:

         Section 3.1 Corporate Existence. Trustor (a) is a limited liability
company duly formed, validly existing and in good standing under the laws of the
jurisdiction in which it is formed, and (b) has the power and authority to own
its property and assets and to transact the business in which it is engaged or
presently proposes to engage, and (c) is duly qualified and is authorized to do
business and is in good standing as a foreign limited liability company in every
jurisdiction in which it owns or leases real property or in which the nature of
its business requires it to be so qualified; and (d) the principle place of
business (as defined in the UCC) of Trustor is Nevada.


                                      16.
<PAGE>
         Section 3.2 Authorization; Approvals. The execution, delivery and
performance by Trustor of this Deed of Trust are within Trustor's limited
liability company powers and authority, have been duly authorized by all
necessary limited liability company action, and do not contravene (a) Trustor's
certificate of formation, operating agreement or limited liability company
agreement or (b) any law or any contractual restriction binding on or affecting
Trustor or the Real Property. All authorizations or approvals or other actions
by, or notice to or filing with, any Governmental Authority required for the due
execution, delivery and performance by Trustor of this Deed of Trust have been
duly obtained and are in full force and effect.

         Section 3.3 Enforceability. This Deed of Trust has been duly executed
and delivered by Trustor and is the legal, valid and binding obligation of
Trustor, enforceable against Trustor in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting creditors' rights generally and general principles of equity.

         Section 3.4 Validity and Perfection of Security Interests. The liens
and security interests in the Trust Estate created in accordance with the terms
hereof and pursuant to the terms of the other Loan Documents executed by Trustor
constitute valid security interests, and upon recordation of this Deed of Trust
in the appropriate office in Clark County, Nevada, the security interests
granted to Beneficiary hereunder will constitute perfected security interests
therein superior and prior to all Liens, rights or claims of all other Persons
other than Permitted Liens.

         Section 3.5 Title To and Right To Use Assets. Trustor has good and
marketable fee simple title in the Owned Land, holds valid leasehold title to
the Leased Land and the "Excluded Leased Land" (as defined below) and enjoys
peaceful and undisturbed possession of such Leased Land and Excluded Leased
Land, and is the legal and beneficial owner of the remainder of the Trust Estate
(and as to the Trust Estate whether now existing or hereafter acquired, Trustor
will continue to own each item thereof except to the extent Trustor disposes of
the same pursuant to the Loan Agreement), free and clear of all Liens except
Permitted Liens. Trustor has the right to hold, occupy and enjoy its interest in
the Trust Estate subject to the terms of the Gaming Licenses and subject to the
Permitted Liens, and has valid right, full power and legal authority, subject to
Applicable Gaming Laws, to mortgage and pledge the same as provided herein, and
Trustor shall defend the Trust Estate against all claims and demands of all
Persons at any time claiming the same or any interest therein adverse to
Beneficiary (except for Permitted Liens) and Beneficiary may, subject to
Applicable Gaming Laws, at all times peaceably and quietly enter upon, hold,
occupy and enjoy the entire Trust Estate in accordance with the terms hereof.

         Section 3.6 Non-Contravention. Neither the execution, delivery or
performance of this Deed of Trust by the Trustor nor the consummation of the
transactions herein contemplated nor the fulfillment of the terms hereof (i)
violate the terms of or constitute a default under any agreement, indenture,
mortgage, deed of trust, equipment lease, instrument or other document to which
the Trustor is a party or by which it or any of its property or assets is bound
or to which it may be subject, (ii) conflict with any law, order, rule or
regulation applicable to the Trustor of any court or any Governmental Authority,
or (iii) result in or require the creation or imposition of (or the obligation
to create or impose) any Lien (other than Permitted Liens and the Lien


                                      17.
<PAGE>
contemplated hereby or by any other Loan Document), upon or with respect to any
of the property or assets now owned or hereafter acquired by Trustor.

         Section 3.7 Contracts. Each material contract which is a part of the
Trust Estate (each, a "Contract"), (i) is the genuine, legal valid, and binding
obligation of Trustor, (ii) is enforceable against Trustor in accordance with
its terms, (iii) is in full force and effect and is, to Trustor's best
knowledge, not subject to any setoffs defenses, overdue taxes, counterclaims or
other claims, nor have any of the foregoing been asserted or alleged as to any
Contract, and (iv) is, in all material respects, in compliance with all
applicable laws, whether federal, state, local or foreign, including, without
limitation, Applicable Gaming Laws ("Applicable Laws"). Neither Trustor nor, to
the best knowledge of Trustor, any other party to any Contract is in material
default in the performance or observance of any of the terms thereof. No party
to any Contract is the United States government or an instrumentality thereof.

         Section 3.8 Leases. Trustor has delivered to Beneficiary true, correct
and complete copies of all Leases and the Ground Leases, including all
amendments thereof and modifications thereto. Each Lease and each Ground Lease
(i) is the genuine, legal, valid and binding obligation of Trustor, (ii) is
enforceable against Trustor and, to the best knowledge of Trustor, the other
party thereto, in accordance with its terms, (iii) to the best knowledge of
Trustor is in full force and effect and is not subject to any setoffs, defenses,
taxes, counterclaims or other claims, nor have any of the foregoing been
asserted or alleged as to any Lease, and (iv) to the best knowledge of Trustor
is in compliance with all Applicable Laws in all material respects.

         Section 3.9 No Other Real Property. The Trust Estate, together with the
other property upon which a security interest is being granted to Beneficiary
pursuant to the terms of the Loan Documents and "Excluded Lease Land" (as
defined below) constitutes all of the property (whether owned, leased or
otherwise) currently used by Trustor in connection with the operation of the
Fitzgeralds Las Vegas Casino located on the Land, other than Excluded Assets and
the property upon which the granting of the security interest or lien is not
allowed by Applicable Laws. "Excluded Leased Land" shall mean the land ground
leased by Trustor pursuant to the following leases: (i) Lease dated March 4,
1976, by and between A. W. Ham, Jr., Trustee under the Wills of A. W. Ham and
Alta M. Ham, deceased, as lessor, and Nevada Building Company, a partnership
comprised of Frederic N. Richman and Allen D. Sachs, as lessee, a general form
of said lease was recorded on March 10, 1976, Instrument No. 561142, Book 602,
in the Official Records of the County of Clark, State of Nevada, as amended and
assigned; and (ii) Lease, dated September 1, 1978, by and between Jewel French
Nolan and Julie La Moyne Nolan, David Kramer, and Betty Bennett and Richard
James Tinkler, as lessor, and M. B. Dalitz, as lessee, and recorded on June
1979, Instrument No. 1031691, Book 1072 of the Official Records of the County of
Clark, State of Nevada, as amended and assigned.

         Section 3.10 Compliance with Laws. To the best knowledge of Trustor,
except as otherwise disclosed in writing to Beneficiary, the Trust Estate and
the proposed and actual use thereof comply in all material respects with all
Applicable Laws, and there is no proceeding pending or, to the best knowledge of
Trustor, threatened before any court, quasi-judicial body,

                                      18.
<PAGE>
Governmental Authority relating to the validity of the Loan Documents or the
proposed or actual use of the Trust Estate.

         Section 3.11 Real Property Use; Mechanics' Liens. The Real Property is
not used principally or primarily for agricultural or grazing purposes. All
costs for labor and material for the removal, construction and renovation of the
Improvements (including, without limitation, any additions and alterations
thereto) have been paid in full or will be paid in accordance with Section 4.15.

         Section 3.12 Condemnation. There are no pending or, to the best
knowledge of Trustor, threatened condemnation or eminent domain proceedings
against the Trust Estate or any part thereof.

         Section 3.13 Litigation. Except as disclosed in writing to Beneficiary
prior to the date hereof, there are no pending or, to the best knowledge of
Trustor, threatened, actions, claims, proceedings, investigations, suits or
proceedings before any court, Governmental Authority or arbitrator against
Trustor, the Trust Estate or any part thereof.

         Section 3.14 Construction of Improvements. All Improvements have been
and will be constructed in all material respects in accordance with Applicable
Laws and all requirements of Governmental Authorities and governmental
approvals. Except as disclosed in writing to Beneficiary prior to the date
hereof, to the best knowledge of Trustor, the Improvements (a) are free from
latent and patent defects that would have a material adverse effect on the value
of the Improvements and do not materially and adversely affect the use and
operation of the Improvements or Real Property, and (b) do not require any
material repairs, reconstruction or replacement on the date hereof.

                                   ARTICLE 4.

                              AFFIRMATIVE COVENANTS

                  Trustor hereby covenants to and agrees with Beneficiary as
follows:

         Section 4.1 Secured Obligations of Trustor. Trustor will perform,
observe and comply with its Secured Obligations arising under this Deed of Trust
and shall continue to be liable for the performance of its Secured Obligations
arising under this Deed of Trust until discharged in full, notwithstanding any
actions of partial foreclosure that may be brought hereunder to recover any
amount or amounts expended by Beneficiary on behalf of Trustor in order to cure
any of Trustor's defaults or to satisfy any of Trustor's obligations or
covenants under any agreement relating to the Trust Estate and to which Trustor
is a party or by which the Trust Estate is bound.

         Section 4.2 Compliance with Law; Maintenance of Approvals. Except as
expressly permitted by the Loan Agreement, Trustor shall (i) comply in all
material respects with all requirements of law applicable to the ownership,
operation, use and occupancy of all or any portion of the Trust Estate, whether
or not such compliance requires work or remedial measures

                                      19.
<PAGE>
that are ordinary or extraordinary, foreseen or unforeseen, or structural or
nonstructural, and (ii) maintain in full force and effect all authorizations,
approvals or other actions, including without limitation, Gaming Licenses and
liquor licenses and permits, which are necessary for the performance of
Trustor's obligations pursuant to this Deed of Trust or for the business
conducted by Trustor on the Real Property.

         Section 4.3 Other Reports. Trustor shall provide from time to time such
additional information regarding Trustor or the Trust Estate as are required
under the Loan Agreement or as Beneficiary may reasonably request.

         Section 4.4 Insurance. The Trustor, at its sole cost and expense, shall
provide, maintain and keep in force the insurance required by Section 6.8 of the
Loan Agreement (the "Insurance Policies").

         Section 4.5 Waste and Repair. Except as expressly permitted by the Loan
Agreement, Trustor shall at all times cause the Trust Estate to be maintained in
normal working order and condition (reasonable wear and tear excepted). Trustor
shall not suffer any waste of the Real Property or do or permit to be done
thereon anything that may in any way impair the Real Property nor impair the
security of this Deed of Trust. Trustor shall not abandon the Real Property nor
leave the Real Property unprotected or deserted.

         Section 4.6 Impositions; Impounds; Taxes; Capital Costs.

                  4.6.1 Impositions Affecting the Real Property. Trustor shall
pay when due all Impositions (or currently payable installments thereof) that
are or that may become a lien on the Real Property or are assessed against the
Real Property or the Rents; provided, however, that Trustor may, at its sole
cost and expense, contest the amount or validity or application of any such
Impositions by appropriate legal proceedings promptly initiated and conducted in
good faith and with due diligence; provided that (i) neither the Real Property
nor any part thereof will be in danger of being sold, forfeited, terminated,
canceled, or lost as a result of such contest, and (ii) except in the case of a
Lien junior to the Lien of this Deed of Trust, Trustor shall have posted such
bond or furnished such other security as may be reasonably required by
Beneficiary or as required by Applicable Laws to release such Lien.

                  4.6.2 Impounds; Impound Account. Upon the occurrence and
during the continuance of an Event of Default and at the request of Beneficiary,
Trustor will pay to Beneficiary monthly an amount equal to one-twelfth (1/12th)
of the annual cost (or such greater amount as may be reasonably necessary for
Beneficiary to have on hand sufficient funds to pay the next installment prior
to delinquency) of Impositions on the Real Property (but only those Impositions
defined in clause (i) of the definition of "Impositions"), together with an
amount equal to the premium for hazard and other required insurance in order to
accumulate with Beneficiary sufficient funds to pay such Impositions and
premiums at least thirty (30) days prior to their respective due dates. Such
funds shall be held by Beneficiary on a commingled basis and shall not bear
interest. Said accumulated funds shall be paid and applied by Beneficiary with
respect to such Impositions and insurance premiums as and when due.


                                      20.
<PAGE>
         Section 4.7 Further Assurances. Trustor shall, at its own expense,
perform such acts as may be necessary, or that Beneficiary may request at any
time, to execute, acknowledge and deliver all such additional papers and
instruments (including, without limitation, a declaration of no setoff) and all
such further assurances of title and will do or cause to be done all further
acts and things as may be proper or reasonably necessary to carry out the
purpose hereof and to subject to the Liens hereof any property intended by the
terms hereof to be covered thereby and any renewals, additions, substitutions,
replacements or betterments thereto.

         Section 4.8 Reimbursement: Waiver of Offsets.

                  4.8.1 In the event any tax, stamp tax, assessment water rate,
sewer rate, insurance premium, repair, rent charge, debt, claim, inspection,
Imposition or lien having priority over the Lien of this Deed of Trust, or in
the event any other amount required to be paid by Trustor hereunder shall remain
unpaid and Trustor is not contesting such amount pursuant to the terms hereof or
the Loan Agreement, Beneficiary shall have the right to pay such amount and
shall have the right to declare immediately due and payable any such amount so
paid. Any amount so paid by Beneficiary shall bear interest at the default
interest rate specified in Section 2.6(c) of the Loan Agreement ("Default Rate")
from the date of payment by Beneficiary, shall constitute an additional Secured
Obligation secured hereby, prior to any right, title or interest in or claim
upon the Trust Estate attaching or accruing subsequent to the Lien of this Deed
of Trust shall be secured by this Deed of Trust and shall be payable by Trustor
to Beneficiary within thirty (30) days after receipt by Trustor of written
demand.

                  4.8.2 Except as otherwise provided herein, in the Loan
Agreement or in the other Loan Documents, all sums payable by Trustor hereunder
or under the other Loan Documents shall be paid without notice, demand,
counterclaim, setoff, deduction or defense and without abatement, suspension,
deferment, diminution or reduction, and the obligations and liabilities of
Trustor hereunder shall in no way be released, discharged or otherwise affected
by reason of (i) any damage to or destruction of or any condemnation or similar
taking of the Trust Estate or any part thereof; (ii) any restriction or
prevention of or interference with any use of the Trust Estate or any part
thereof; (iii) any title defect or encumbrance or any eviction from the Real
Property or the Improvements or any part thereof by title paramount or
otherwise; (iv) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to
Beneficiary, or any action taken with respect to this Deed of Trust by any
trustee or receiver of Beneficiary, or by any court in any such proceeding; (v)
any claim which Trustor has or might have against Beneficiary; (vi) any default
or failure on the part of Beneficiary to perform or comply with any of the terms
hereof or of any other agreement with Trustor; or (vii) any other occurrence
whatsoever, whether similar or dissimilar to the foregoing; whether or not
Trustor shall have notice or knowledge of any of the foregoing. Trustor waives
all rights now or hereafter by statute or otherwise to any abatement,
suspension, deferment, diminution or reduction of any sum secured hereby and
payable by Trustor.

         Section 4.9 Litigation. Trustor will, promptly upon obtaining actual
knowledge thereof, give notice in writing to Beneficiary of any litigation
commenced that is likely to have a

                                      21.
<PAGE>
material adverse effect on the Real Property or the Liens created hereby other
than unlawful detainer proceedings brought by Trustor in connection with the
Leases.

         Section 4.10 Certain Reports. Trustor will, promptly and in any event
within fifteen (15) days after actual receipt by Trustor thereof, deliver to
Beneficiary a copy of any written notice or citation concerning any actual,
alleged or suspected violation of any Environmental Requirements or liability of
Trustor for Environmental Damages in connection with the Real Property or past
or present activities of any Person thereon.

         Section 4.11 Tax Receipts. Subject to the provisions of Section 4.6
hereof, Trustor shall provide to Beneficiary, within thirty (30) days after
demand made therefor, bills (which shall be receipted from and after the date
receipted bills are obtainable) showing the payment to the extent then, due of
all taxes, assessments including those payable in periodic installments), water
rates, sewer rates, and/or any other Imposition that have become a lien (other
than an inchoate lien) upon the Trust Estate.

         Section 4.12 FIRPTA Affidavit. Trustor hereby represents and warrants
to Beneficiary under penalty of perjury that:

                  (i) Trustor's U.S. Taxpayer Identification Number is
88-0453840;

                  (ii) Trustor's business address is set forth in the preamble
hereto; and

                  (iii) Trustor is not a "foreign person" within the meaning of
Sections 1445 and 7701 of the Code (i.e., Trustor is not a nonresident alien,
foreign corporation, foreign partnership, foreign trust or foreign estate as
those terms are defined in the Code and regulations promulgated thereunder).

Trustor agrees to indemnify, defend, protect and hold Beneficiary and
Beneficiary's agents harmless of, from and against any and all loss, liability,
costs, damages, claims or causes of action including reasonable attorneys' fees,
costs and expenses which may be actually incurred by Beneficiary or
Beneficiary's agents by reason of any failure of any representation or warranty
made by Trustor in this Section 4.12 to be true and correct in all respects,
including, but not limited to, any liability for failure to withhold any amount
required under Code Section 1445 in the event of foreclosure or other transfer
of the Real Property.

         Section 4.13 Preservation of Contractual Rights. Except as otherwise
expressly permitted by the Loan Agreement Trustor shall, prior to delinquency,
default or forfeiture, perform all material obligations and satisfy all material
conditions required on its part to be satisfied to preserve its rights and
privileges under any contract, lease, license, permit or other authorization (a)
under which it holds any Tangible Property, or (b) which constitutes part of the
Intangible Property.

         Section 4.14 Tax Service Contract. At any time after the occurrence of
an Event of Default (whether or not such Event of Default is cured), at the
request of Beneficiary and at

                                      22.
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Trustor's and/or its permitted successor's sole cost and expense, Beneficiary
shall be furnished a tax service contract in form satisfactory to Beneficiary
issued by a tax reporting agency satisfactory to Beneficiary which contract
shall remain in force until indefeasible discharge in full of the Secured
Obligations.

         Section 4.15 Liens. Trustor shall pay and promptly discharge, at
Trustor's cost and expense, all Liens upon the Trust Estate, or any part thereof
or interest therein other than the Permitted Liens. Trustor shall have the right
to contest in good faith the validity of any such Lien, provided Trustor shall
first post such bond or furnish such other security as may be reasonably
required by Beneficiary or as required by Applicable Law to release such Lien,
and provided, however, that Trustor shall thereafter diligently proceed to cause
such Lien to be removed and discharged. If Trustor shall fail to so diligently
proceed or to discharge any such Lien, then, upon the occurrence and continuance
of an Event of Default (unless the Real Property is in danger of being sold,
forfeited, terminated, canceled or lost as a result of such contest, in which
case, Beneficiary may act in the absence of an Event of Default) and 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 by depositing in court a bond for the
amount claimed or otherwise giving security for such Lien, or in such manner as
is or may be prescribed by law. Any amount so paid by Beneficiary shall bear
interest at the Default Rate from the date of payment by Beneficiary, shall
constitute an additional Secured Obligation secured hereby, prior to any right,
title or interest in or claim upon the Trust Estate attaching or accruing
subsequent to the Lien of this Deed of Trust, shall be secured by this Deed of
Trust and shall be payable by Trustor to Beneficiary upon demand.

         Section 4.16 Inspection. Trustor shall permit Beneficiary, upon 24
hours' prior notice, to enter upon and inspect, during normal business hours,
the Real Property and the construction and operation thereof for such purposes
reasonably deemed necessary by Beneficiary, it being agreed by Trustor that
Beneficiary's good faith belief of the existence of a past or present release or
threatened release of any Hazardous Material into, onto, beneath or from the
Real Property shall be conclusively deemed reasonable; provided, however, that
no such prior notice shall be necessary and such inspection may occur at any
time if (l) Beneficiary reasonably believes that an emergency exists or is
imminent or (ii) the giving or delivery of such notice is prohibited or stayed
by Applicable Laws.

                                   ARTICLE 5.

                              LEASEHOLD PROVISIONS

         Section 5.1 Deed of Trust Subject to Ground Leases. This Deed of Trust
is made subject to whatever rights and interest the Lessors may have under each
lease defined herein as one of the Ground Leases and the covenants, conditions
and restrictions set forth therein. This Deed of Trust shall not be construed so
as to constitute a default under any Ground Lease pursuant to Applicable Law or
the terms of such Ground Lease, and this Deed of Trust and the lien created
hereby shall be of no further force and effect if deemed by a court of competent
jurisdiction to violate the terms of such Ground Lease or Applicable Law.


                                      23.
<PAGE>
         Section 5.2 Certain Covenants. Trustor covenants and agrees as follows:

                  5.2.1 Trustor shall keep and perform, in all material
respects, the covenants, agreements and obligations of the lessee set forth in
the Ground Leases, and not to commit, suffer or permit any material breach
thereof. If Trustor shall default under any of the Ground Leases, Beneficiary
shall have the right, but not the obligation, to take any action necessary or
desirable to cure any default by Trustor in the performance of any of the terms,
covenants and conditions of the Ground Leases, Beneficiary being authorized to
enter upon the leased premises for such purposes. Any default by the Trustor as
lessee under any of the Ground Leases or breach of an obligation thereunder
shall be a default hereunder, provided that such shall not constitute a default
hereunder until the expiration of any applicable lessee notice and grace period
under the Ground Leases and the failure of Trustor to cure such default or
breach under the Ground Leases within such grace period.

                  5.2.2 Trustor shall give prompt notice to Beneficiary of the
actual receipt by it of written notice of default served on Trustor from any
Lessors, and promptly furnish to Beneficiary all information that it may
reasonably request concerning the performance by Trustor of the covenants of the
Ground Leases, including, without limitation, evidence of payment of ground
rent, taxes, insurance premiums and operating expenses.

                  5.2.3 So long as this Deed of Trust is in effect, there shall
be no merger of the Ground Leases or any interest therein nor of the leasehold
estate created thereby with the fee estate in the Leased Land or any portion
thereof by reason of the fact that the Ground Leases or such interest therein or
such leasehold estate may be held directly or indirectly by or for the account
of any person who shall hold the fee estate in the Leased Land or any portion
thereof or any interest of the Lessor. In case Trustor acquires the fee title or
any other estate, title or interest in the Leased Land covered by the Ground
Leases, this Deed of Trust shall attach to and cover and be a Lien upon the fee
title or any other estate, title or interest in the Leased Land covered by the
Ground Leases, this Deed of Trust shall attach to and cover and be a Lien upon
the fee title or such other estate so acquired, and such fee title or other
estate shall, without further assignment, mortgage or conveyance, become and be
subject to the Lien of and covered by this Deed of Trust. Trustor shall notify
Beneficiary of any such acquisition by Trustor and, on written request by
Beneficiary, shall at its own expense cause to be executed and recorded all such
other and further assurances or other instruments in writing as may in the
opinion of Beneficiary be required to carry out the intent and meaning hereof.

                  5.2.4 Trustor shall not surrender any Ground Lease (except a
surrender upon the expiration of the term of the applicable Ground Leases or
upon the termination by the Lessor thereunder pursuant to the provisions
thereof) to the Lessor thereunder, or any portion thereof or of any interest
therein, and no termination of any Ground Leases, by Trustor as lessee
thereunder, shall be valid or effective, and the Ground Leases shall not be
surrendered or canceled, amended, other than in immaterial respects, or
subordinated to any fee mortgage, to any lease, or to any other interest, either
orally or in writing, without the prior written consent of Beneficiary so long
as this Deed of Trust is in effect. Any attempted surrender, amendment (except
in immaterial respects), cancellation or termination of any Ground Leases by
Trustor

                                      24.
<PAGE>
without obtaining the prior written consent of Beneficiary shall be null and
void and without force and effect on the Ground Leases, and such attempt shall
constitute a default hereunder.

                  5.2.5 If and to the extent required by the terms of any
applicable Ground Leases, Trustor shall, promptly after the execution and
delivery of this Deed of Trust or of any instrument or agreement supplemental
thereto, notify such Lessor in writing of the execution and delivery thereof and
deliver to each such Lessor a copy of such Deed of Trust, instrument or
agreement, as the case may be.

                  5.2.6 If any Ground Lease is terminated prior to natural
expiration of its term by reason of default of Trustor, and if, pursuant to any
provision of the Ground Leases, or otherwise, Beneficiary or its designee shall
acquire from the Lessor thereunder a new lease of the Leased Land, or of any
part of the Leased Land, Trustor shall have no right, title or interest in or to
such new lease or the leasehold estate created thereby.

                  5.2.7 Trustor hereby warrants the quiet and peaceful
possession of the Real Property by Trustee for the benefit of Beneficiary after
the occurrence of an Event of Default for so long as the Deed of Trust is in
effect and further warrants and agrees to defend the leasehold estate created
under each Ground Lease for the remainder of the term set forth therein against
each and every person claiming the same or any part thereof.

                  5.2.8 In the event of the termination, rejection or
disaffirmance by the Lessor (or by any receiver, trustee, custodian, or other
party that succeeds to the rights of any Lessor, pursuant to any Bankruptcy Law,
Trustor hereby presently, absolutely, and irrevocably grants and assigns to
Beneficiary the sole and exclusive right to make or refrain from making any
election available to lessees under any Bankruptcy Law (including, without
limitation, the election available pursuant to Section 365(h) of the Bankruptcy
Code, 11 U.S.C. Section 365(h), and any successor provision), and Trustor agrees
that any such election, if made by Trustor without the prior written consent of
Beneficiary (which Beneficiary would not anticipate granting due to the
importance of the Ground Leases as security), shall be void and of no force or
effect.

                  5.2.9 In the event there is a termination, rejection or
disaffirmance by any Lessor (or by any receiver, trustee, custodian or other
party that succeeds to the rights of any Lessor) as described in Section 5.2.8
above, and Beneficiary elects to have Trustor remain in possession under any
legal right, Trustor may have to occupy the Leased Land pursuant to any Ground
Leases, then (i) Trustor shall remain in such possession and shall perform all
facts necessary for Trustor to retain its right to remain in such possession,
whether such acts are required under the then existing terms and provisions of
the Ground Leases or otherwise, (ii) all of the terms and provisions of this
Deed of Trust and the Lien created hereby shall remain in full force and effect
and shall be extended automatically to such possession, occupancy, and interest
of the Trustor, to all rights of Trustor to such possession, occupancy and
interest, and to all of Trustor's rights and remedies against the Lessor under
the Bankruptcy Laws, and (iii) Trustor hereby agrees with Beneficiary that if
Trustor shall seek to offset against the rent reserved in the Ground Leases any
damages or other amounts pursuant to any right of offset available to lessees
under any Bankruptcy Laws for any damages sustained by reason of the failure by
the applicable

                                      25.
<PAGE>
Lessors to perform their obligations, then not less than thirty (30) days prior
to effecting any such offset, Trustor shall give written notice to Beneficiary
of the amount of the proposed offset and the basis therefor, and if Beneficiary
objects, within thirty (30) days after receipt of such notice, to the offset on
the basis that it may constitute a breach of the Ground Leases, then Trustor
shall not effect the offset of any amounts so objected to by Beneficiary and
Trustor agrees that any such election, if made by Trustor without the prior
written consent of Beneficiary, shall be void and of no force or effect.

                  5.2.10 Trustor shall use its commercially reasonable efforts
(not including the payment of any money or other consideration to any third
party) to obtain from time to time, promptly after request by Beneficiary, from
the Lessor and deliver to Beneficiary, at no cost to Beneficiary, a Lessor's
estoppel certificate thereunder in such form as may reasonably be requested by
Beneficiary. Notwithstanding the foregoing, Trustor's failure to obtain an
estoppel certificate from any Lessor shall not be deemed an Event of Default
hereunder provided Trustor has used its commercially reasonable efforts (as
modified above).

                  5.2.11 If at any time Trustor fails to comply in any material
respect with any of Trustor's material obligations under any Ground Lease and
the Lessor notifies Beneficiary thereof, then Beneficiary or Trustee may, but
without obligation to do so and after providing reasonable notice to Trustor
(provided that no notice shall be required in the event of an emergency or if
the Ground Leases is in danger of being terminated) and without releasing
Trustor from any obligation hereunder or removing or waiving any default
hereunder, perform on behalf of Trustor any such obligations, and any and all
costs and expenses (including, without limitation, attorneys fees) incurred by
Beneficiary or Trustee in connection therewith shall be repayable upon demand by
Trustor, with interest thereon at the Default Rate, and shall be secured hereby;
provided that the foregoing shall not be construed to require Beneficiary or
Trustee to incur any expense or take any action with respect to Trustor's
failure to comply with any of Trustor's obligations under any Ground Lease.

                  5.2.12 Trustor, promptly upon receiving written notice of a
breach by the Lessor (or by any receiver, trustee, custodian or other party that
succeeds the rights of the Lessor) or of any inability of the Lessor to perform
the terms and provisions of any Ground Lease (including, without limitation, by
reason of a termination, rejection, or disaffirmance by such Lessor pursuant to
any Bankruptcy Laws), which would materially impair the value of any Ground
Lease, will notify Beneficiary in writing of any such breach or inability.
Trustor hereby assigns to Beneficiary the proceeds of any claims that Trustor
may have against such Lessor for any such breach or inability by such Lessor. So
long as no Event of Default has occurred and is continuing, Trustor shall have
the sole right to proceed against such Lessor in Trustor's and Beneficiary's
behalf and to receive and retain all proceeds of such claims, except as
otherwise provided in the Loan Agreement. During the continuance of an Event of
Default, Beneficiary shall have the sole right to proceed against Lessor, and
Trustor shall cooperate with Beneficiary in such endeavor. Trustor shall, at its
expense, diligently prosecute any such proceedings, shall deliver to Beneficiary
copies of all papers served in connection therewith, and shall consult and

                                      26.
<PAGE>
cooperate with Beneficiary and its attorneys and agents in the carrying on and
defense of any such proceedings.

                  5.2.13 Notwithstanding anything to the contrary in this
Article 5, if there is an Event of Default which remains uncured, then
Beneficiary shall have the right, but not the obligation, to conduct and
control, through counsel of Beneficiary's choosing, all litigation and other
proceedings under the Bankruptcy Laws relating to the Lessor, and any expenses
incurred by Beneficiary in such litigation and proceedings will be additional
indebtedness of Trustor secured by this Deed of Trust, will bear interest at the
Default Rate and will be payable by Trustor upon demand. No settlement of any
such proceeding shall be made by Trustor without Beneficiary's prior written
consent.

                  5.2.14 In addition to any and all other assignments contained
in this Deed of Trust, Trustor hereby absolutely, presently and unconditionally
assigns, transfers and sets over to Beneficiary all of Trustor's claims and
rights to the payment of damages, and any other remedies available to Trustor,
arising from any rejection of any Ground Lease by the Lessor thereunder pursuant
to any Bankruptcy Law. This assignment constitutes a present, absolute,
irrevocable and unconditional assignment of the foregoing claims, rights and
remedies, and shall continue in effect until all the indebtedness and
obligations secured by this Deed of Trust shall have been satisfied and
discharged in full.



                                   ARTICLE 6.

                               NEGATIVE COVENANTS

                  Trustor hereby covenants to and agrees with Beneficiary as
follows:

         Section 6.1 Restrictive Uses. Trustor covenants not to suffer any Liens
against the Trust Estate (other than Permitted Liens).

         Section 6.2 Transferability. Trustor shall not suffer or permit any
sale, conveyance, mortgage, pledge, hypothecation, encumbrance, lease,
assignment or other transfer of the Trust Estate or any portion thereof or any
interest therein without in each instance obtaining the prior written consent of
Beneficiary, except as permitted under the Loan Agreement.

         Section 6.3 No Cooperative or Condominium. Trustor shall not operate or
permit the Real Property to be operated as a cooperative or condominium building
or buildings in which the tenants or occupants participate in the ownership,
control or management of the Real Property or any part thereof, as tenant
stockholders or otherwise.

         Section 6.4 Impairment of Deed of Trust. Trustor shall not suffer waste
of the Real Property or do or suffer any act or thing to be done, or omit to do
any act or thing, if such act or

                                      27.
<PAGE>
thing, or such forbearance or omission, would materially impair the Real
Property or the security of this Deed of Trust.

                                   ARTICLE 7.

                           CASUALTIES AND CONDEMNATION

         Section 7.1 Casualties. Trustor will notify Beneficiary in writing
promptly after loss or damage caused by fire, wind or other casualty to the
Property (a) that is in excess of $20,000, or (b) that would individually, or in
the aggregate, have a material adverse effect on the value of the Improvements
or Real Property or materially and adversely affect Trustor's use or operation
of the Improvements or Real Property ("Casualty").

                  7.1.1 Any monies received as payment for any loss under any
insurance policy shall be treated in accordance with the applicable provisions
of the Loan Agreement and shall be released to Trustor or applied as set forth
in the applicable provisions of the Loan Agreement.

         Section 7.2 Condemnation. Trustor, immediately upon obtaining knowledge
of the institution of any proceedings for the condemnation of all or
substantially all of the Real Property, will notify Trustee and Beneficiary of
the pendency of such proceedings. Trustee and Beneficiary may participate in any
such proceedings and Trustor from time to time will deliver to Beneficiary all
instruments requested by Beneficiary to permit such participation; provided,
however, that Trustor shall have the sole right to participate in and settle any
and all such proceedings unless an Event of Default then exists. In any such
condemnation proceedings Beneficiary may be represented by counsel selected by
Beneficiary at the sole cost and expense of Trustor; provided, however, that
Trustor shall have the sole right to participate in and settle any and all such
proceedings unless an Event of Default then exists. Trustor shall cause the net
proceeds of any award or compensation or payment in lieu of settlement thereof,
to be applied as set forth in the Loan Agreement. To the extent permitted by
Applicable Laws, Trustor hereby specifically, unconditionally and irrevocably
waives all rights of a property owner granted under Applicable Laws, including,
without limitation, NRS 37.115, which provide for allocation of condemnation
proceeds between a property owner and a lienholder.

                                   ARTICLE 8.

                             REMEDIES OF BENEFICIARY

         Section 8.1 Event of Default. Subject to any applicable cure period
provided for in the Loan Agreement or in this Deed of Trust, any of the
following shall be deemed to be an "Event of Default" hereunder if not cured
within such applicable cure period:

                  8.1.1 The occurrence of one or more "Events of Default" (as
defined in Section 8 of the Loan Agreement) shall constitute an Event of Default
under this Deed of Trust (including, without limitation, by reason of any
cross-default provisions thereof).


                                      28.
<PAGE>
                  8.1.2 Failure of Trustor to perform any of the terms,
covenants and conditions in this Deed of Trust; provided, however, it shall not
be an Event of Default hereunder if such failure is curable, Trustor commences
to cure such failure within thirty (30) days of notice from Beneficiary, and
Trustor diligently prosecutes such cure to completion within sixty (60) days
after notice of such failure, but in no event beyond the Maturity Date (as
defined in the Loan Agreement); and provided that with respect to the
environmental covenants contained in Section 11.2 hereof, no Event of Default
shall be deemed to have occurred unless any such covenant is breached in any
material respect.

                  8.1.3 Any statement, representation or warranty given by
Trustor to Trustee or Beneficiary in any of the Loan Documents, in connection
with the Loan Agreement or in any other document provided by Trustor, including
this Deed of Trust, is found to be materially false or misleading and such
statement, representation or warranty continues to be materially false or
misleading within sixty (60) days after notice from Beneficiary of such
statement, representation or warranty was made, but in no event beyond the
Maturity Date (as defined in the Loan Agreement).

                  8.1.4 Any transfer of the Real Property or any portion thereof
in violation of Section 6.2. hereof.

                  8.1.5 In addition, to the maximum extent permitted by
applicable law, it shall be an Event of Default hereunder if Trustor, or any
other "borrower" (as that term is defined in NRS 106.310) who may send a notice
pursuant to NRS 106.380(1), with respect to this Deed of Trust, (i) delivers,
sends by mail or otherwise gives, purports to deliver, send by mail or otherwise
give, to Beneficiary (A) any notice of an election to terminate the operation of
this Deed of Trust as security for any secured obligation, including, without
limitation, any obligation to repay any "future advance" (as defined in NRS
106.320) of "principal" (as defined in NRS 106.345), or (B) any other notice
pursuant to NRS 106.380(1), (ii) records a statement pursuant to NRS 106.380(3),
or (iii) causes this Deed of Trust, any secured obligation, or Beneficiary to be
subject to NRS 106.380(2), 106.380(3) or 106.400.

         Section 8.2 Remedies. Beneficiary shall be and hereby is authorized and
empowered, for and in the name and on behalf of Trustor, and shall be and hereby
is irrevocably made, constituted and appointed Trustor's true and lawful
attorney in fact, coupled with an interest and with full power of substitution,
delegation and revocation, to do the following at any time after and during the
continuance of an Event of Default.

                  8.2.1 In person, by agent, or by a receiver, and without
regard to the adequacy of security, the solvency of Trustor or any other matter,
(i) enter upon and take possession of the property, or any part thereof, in its
own name or in the name of Trustee, (ii) inspect the Real Property for the
purpose of determining the existence, location, nature and magnitude of any past
or present release of Hazardous Materials into, onto, beneath or from the Real
Property, (iii) negotiate with Governmental Authorities with respect to
compliance with Environmental Requirements, including, but not limited to,
spending Rents in connection with any cleanup, remediation or other response
action with respect to Hazardous Materials or (v) sue

                                      29.
<PAGE>
for or otherwise collect the Rents, issues and profits thereof and apply the
same, less costs and expenses of operation and collection, including reasonable
attorneys' fees actually incurred, to the Secured Obligations, all in such order
as Beneficiary may determine. The entering upon and taking possession of said
Real Property, the collection of such Rents, issues and profits and the
application thereof as aforesaid shall not cure or waive any default or notice
of default hereunder or invalidate any act done pursuant to such notice, or
deprive Beneficiary of the benefits of any indemnity set forth herein;

                  8.2.2 Commence an action to foreclose this Deed of Trust in
the manner provided by Applicable Laws for the foreclosure of mortgages or deeds
of trust of real property;

                  8.2.3 Seek a judgment that Trustor has breached its covenants,
representations and/or warranties set forth in this Deed of Trust, or any other
Loan Document regarding Environmental Requirements and/or Hazardous Materials,
by commencing, maintaining and concluding, and enforcing a judgment arising
from, an action for breach of contract, without regard to whether Beneficiary
has commenced an action to foreclose this Deed of Trust, and to seek injunctive
or other appropriate equitable relief and/or the recovery of any and all
Environmental Damages, it being conclusively presumed between Trustor and
Beneficiary that any reasonable costs advanced or expenses actually incurred by
Beneficiary relating to the cleanup, remediation or other response action with
respect to the Real Property were made or incurred by Beneficiary in good faith.

                  8.2.4 Deliver to Trustee a written declaration of default for
sale, and a written notice of default and election to cause the Trust Estate to
be sold, which notice Trustee or Beneficiary shall cause to be duly filed for
record.

                  8.2.5 Declare the Secured Obligations to become immediately
due and payable pursuant to Section 9.1 of the Loan Agreement. If the
Beneficiary so declares and Trustor fails to make such payment as and when due,
then, in accordance with NRS 40.512, Beneficiary may waive its Liens against any
parcel of the Real Property or all or any portion of the Fixtures or Personal
Property attached to the Real Property, to the extent such property is
determined to be environmentally impaired, and to exercise any and all rights of
an unsecured creditor against Trustor and all of Trustor's assets for the
recovery of any deficiency, including, but not limited to, seeking an attachment
order under NRS Chapter 31. No such waiver shall be final or binding on
Beneficiary unless and until a final money judgment is obtained against Trustor.
As between Beneficiary and Trustor, Trustor shall have the burden of proving
that any "release" (as defined in NRS 40.505) or threatened release was not
knowingly or negligently caused or contributed to, or knowingly or willfully
permitted or acquiesced to by Trustor or any related party (or any affiliate or
agent of Trustor or any related party) and that Trustor made written disclosure
of the release to Beneficiary or that Beneficiary otherwise obtained actual
knowledge thereof. Trustor's obligations hereunder shall survive the
foreclosure, deed in lieu of foreclosure, release, reconveyance or any other
transfer of the Real Property or this Deed of Trust. For the purposes of any
action brought under this Section 8.2.5, Trustor hereby waives the defense of
laches and any applicable statute of limitations. TRUSTOR ACKNOWLEDGES AND
AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY,

                                      30.
<PAGE>
EXPRESS OR IMPLIED, IN THIS DEED OF TRUST OR IN ANY OF THE OTHER LOAN DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, ANY NONRECOURSE OR EXCULPATORY LANGUAGE, IF
ANY), TRUSTOR SHALL BE PERSONALLY LIABLE FOR ANY RECOVERY DESCRIBED IN THIS
PARAGRAPH 8.2.5. AND SUCH LIABILITY SHALL NOT BE LIMITED TO THE AMOUNT OF THE
INDEBTEDNESS CURRENTLY OUTSTANDING UNDER THE LOAN AGREEMENT.

                  8.2.6 With respect to any Personal Property, proceed as to
both the real and personal property in accordance with Beneficiary's rights and
remedies in respect of the Real Property, or proceed to sell said Personal
Property separately and without regard to the Real Property in accordance with
Beneficiary's rights and remedies; provided that Lender shall first apply for
and receive all required approvals of any Gaming Authority having jurisdiction
over the sale or disposition of Gaming Equipment prior to the sale or
disposition thereof; and/or

                  8.2.7 Pursue any and all other remedies it may have, at law or
in equity, or under any other document or instrument, except as otherwise
provided in the Loan Agreement.

         Section 8.3 Power of Sale. Should Beneficiary elect to foreclose by
exercise of the power of sale herein contained, Beneficiary shall notify Trustee
and shall deposit with Trustee this Deed of Trust and such receipts and evidence
of expenditures made and secured hereby as Trustee may require.

                  8.3.1 Upon receipt of such notice from Beneficiary, Trustee
shall cause to be recorded, published and delivered to Trustor notices of
default and sale to be given in accordance with the provisions of Applicable
Laws, including NRS Chapter 107. Sale of the Real Property shall be advertised
for three (3) successive weeks preceding the sale in a newspaper published in
the county where the Real Property is situated, or if none is so published, then
in some newspaper having a general circulation therein, and by posting notice
for the dame time in three (3) public places of the township or city where the
Real Property is situated and where the sale is to take place. Trustee shall,
without demand on Trustor, after lapse of such time as may then be required by
Applicable Laws and after recordation of such notice of default and after notice
of sale having been given as required by law, sell the Trust Estate at the time
and place of sale fixed by it in said notice of sale, either as a whole, or in
separate lots or parcels or items as Trustee shall deem expedient and in such
order as it may determine, at public auction to the highest bidder for cash in
lawful money of the United States payable at the time of sale. Trustee shall
deliver to such purchaser or purchasers thereof its good and sufficient deed or
deeds conveying the property so sold, but without any covenant or warranty,
express or implied. The recitals in such deed of any matters or facts shall be
conclusive proof of the truthfulness thereof any Person, including, without
limitation, Trustor or Beneficiary, may purchase at such sale and Trustor hereby
covenants to warrant and defend the title of such purchaser or purchasers
against the claims of all Persons claiming by, through or under Trustor. To the
maximum extent allowed by Applicable Laws, Beneficiary, if it is the purchaser,
may apply the amount of the Secured Obligations then due and payable toward
payment of the purchase price. To the

                                      31.
<PAGE>
maximum extent permitted by Applicable Laws, Trustor hereby waives its right, if
any, to require that the Real Property be sold as separate tracts or units in
the event of foreclosure.

                  8.3.2 Trustee, upon such sale, shall make (without any
covenant or warranty, express or implied), execute and, after due payment made,
deliver to purchaser or purchasers, or his or their heirs or assigns, a deed or
deeds, or other record or records of interest, as the case may be, in and to the
Real Property so sold that shall convey to the purchaser all the title and
interest of Trustor in the Real Property (or the portion thereof sold), and
after deducting all costs, fees and expenses of Trustee and of this Deed of
Trust, including costs of evidence of title in connection with sale, shall apply
the proceeds of sale to payment of (i) all sums expended under the terms hereof,
not then repaid, with accrued interest at the Default Rate and (ii) all other
sums then secured hereby and the remainder, if any, to the Person or Persons
legally entitled thereto.

                  8.3.3 Trustee may postpone sale of all or any portion of the
Trust Estate by public announcement at such time and place of sale, or as
otherwise permitted by Applicable Laws, and from time to time thereafter may
postpone such sale by public announcement at the time fixed by the preceding
postponement or subsequently noticed sale, and without further notice make such
sale at the time fixed by the last postponement, or may, in its discretion, give
a new notice of sale. Beneficiary may rescind any notice of default at any time
before Trustee's sale by executing a notice of rescission and recording the
same. The recordation of such notice of rescission shall constitute a
cancellation of any prior declaration of default and demand for sale. The
exercise by Beneficiary of the right of rescission shall not constitute a waiver
of any default then existing or subsequently occurring, or impair the right of
Beneficiary to execute other declarations of default and demand for sale, or
notices of default and of election to cause the Real Property to be sold nor
otherwise affect the Loan Documents or this Deed of Trust, or any of the rights,
obligations or remedies of Beneficiary or Trustee hereunder.

                  8.3.4 Beneficiary and Trustee acknowledge, understand and
agree that, to the extent the prior approval of the Gaming Authorities of the
State of Nevada is required pursuant to applicable law for the exercise,
operation and effectiveness of any remedy hereunder or under any other Loan
Document, or the taking of any action that may be taken by Beneficiary or
Trustee hereunder or under any other Loan Document, including without limitation
the taking of possession and disposition of collateral consisting of gaming
devices, cashless wagering systems and associated equipment (as those terms are
defined in NRS 463.0155, 463.014 and 463.0136), such remedy or action shall be
subject to such prior approval of the Gaming Authorities of the State of Nevada
and the Beneficiary or Trustee may be subject to being called forward for
licensing or a finding of suitability. All rights, remedies and powers provided
in this Deed of Trust may be exercised only to the extent that the exercise
thereof does not violate any provision of Applicable Gaming Laws, and all
provisions of this Deed of Trust are intended to be subject to all mandatory
provisions of the Applicable Gaming Laws, which may be controlling.

                  8.3.5 Should Beneficiary be a corporation or an unincorporated
association, then any officer thereof may declare Trustor to be in default as
provided in Section 8.1 hereof and request Trustee to sell the Real Property.
Beneficiary shall have the same

                                      32.
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right to purchase the Real Property at the foreclosure sale as would a purchaser
who is not a party to this Deed of Trust. The Trustor hereby irrevocably and
unconditionally waives and releases:(i) all benefits that might accrue to the
Trustor by virtue of any present or future law exempting the Real Property from
attachment, levy or sale or execution or providing for any appraisement,
valuation, stay of execution, exemption from civil process, redemption or
extension of time for payment; (ii) all notices of any Event of Default or of
the Trustee's exercise of any right, remedy or recourse provided for hereunder
or under any of the other Loan Documents; and (iii) any right to a marshaling of
assets or a sale in inverse order of alienation.

         Section 8.4 Proof of Default. The event of a sale of the Real Property,
or any part thereof, and the execution of a deed or deeds therefor, the recital
therein of default, and of recording notice of breach and election of sale, and
of the elapsing of the required time (if any) between the foregoing recording
and the following notice, and of the giving of notice of sale, and of a demand
by Beneficiary, or its successors or assigns, that such sale should be made, to
the extent permitted by Applicable Laws, as between Trustor and any purchaser at
such sale, shall be conclusive proof of such default, recording, election,
elapsing of time, and of the due giving of such notice, and that the sale was
regularly and validly made on due and proper demand by Beneficiary, its
successors or assigns; and any such deed or deeds with such recitals therein
shall be effectual and conclusive as to any such purchaser against Trustor, its
successors and assigns, and all other Persons; and the receipt for the purchase
money recited or contained in any deed executed to the purchaser as aforesaid
shall be sufficient discharge to such purchaser from all obligations to see to
the proper application of the purchase money.

         Section 8.5 Protection of Security. If an Event of Default shall have
occurred and be continuing, then upon at least fifteen (15) days prior written
notice to Trustor and without releasing Trustor from any obligations or defaults
hereunder, Beneficiary or Trustee shall have the right, but not the obligation,
to: (i) make payment or otherwise perform such obligations of Trustor upon which
such Event of Default is based in such manner and to such extent as either may
reasonably deem necessary to protect the security hereof, Beneficiary and
Trustee being authorized to enter upon the Real Property for such purpose; (ii)
appear in and defend any action or proceeding purporting to affect, in any
manner whatsoever, the Secured Obligations, the security hereof or the rights or
powers of Beneficiary or (iii) pay, purchase or compromise any encumbrance,
charge or lien (other than Permitted Liens); (iv) advance any and all costs and
expenses reasonably necessary to cure or pay Environmental Damages or otherwise
to comply with Environmental Requirements; and (v) in exercising any such
powers, pay necessary expenses, employ counsel and pay attorneys' fees. Trustor
hereby agrees to repay within thirty (30) days after receipt of written demand
all reasonable sums actually expended by Trustee or Beneficiary pursuant to this
Section 8.5. with interest at the Default Rate from the date of expenditure by
Beneficiary, and such sums, with interest shall be secured hereby.

         Section 8.6 Receiver. If an Event of Default shall have occurred and be
continuing, Beneficiary, as a matter of strict right and without regard to the
then value of the Real Property, shall have the right to apply, ex parte or
otherwise, to any court having jurisdiction to appoint a Receiver or Receivers
of the Real Property, subject to Applicable Gaming Laws. Any such

                                      33.
<PAGE>
Receiver or Receivers shall have all the powers and duties of receivers under
Applicable Laws in like or similar cases and all the powers and duties of
Beneficiary in case of entry as provided in this Deed of Trust, and shall
continue as such and exercise all such powers until the date of confirmation of
sale, unless such receivership is sooner terminated.

         Section 8.7 Curing of Defaults.

                  8.7.1 If Trustor shall at any time fail to perform or comply
with any of the terms, covenants and conditions required on Trustor's part to be
performed and complied with under this Deed of Trust or any other Loan Document
relating to the Trust Estate (after the lapse of any cure period provided
therein), then Beneficiary shall have the right, but not the obligation, upon
the occurrence and during the continuance of an Event of Default, without
waiving or releasing any of the Secured Obligations, to:

                        8.7.1.1 make any payments thereunder payable by Trustor
and take out, pay for and maintain any of the insurance policies provided for
therein, and/or

                        8.7.1.2 after the expiration of any applicable grace
period and subject to Trustor's rights to contest certain obligations
specifically granted hereby, perform any such other acts thereunder on the part
of Trustor to be performed and enter upon the Real Property and incur reasonable
attorneys' fees and expenses for such purpose.

                  8.7.2 The making by Beneficiary of such payment out of
Beneficiary's own funds shall not, however, be deemed to cure such default by
Trustor, and the same shall not be so cured unless and until Trustor shall have
reimbursed Beneficiary within the applicable cure period for such payment
including interest at the Default Rate from the date of such expenditure. All
sums so paid and all reasonable costs and expenses actually incurred and paid by
Beneficiary in connection with the performance of any such act, together with
interest on unpaid balances thereof at the Default Rate from the respective
dates of Beneficiary's making of each such payment, shall be secured by the lien
of this Deed of Trust, prior to any right, title or, interest in or claim upon
the Real Property attaching or accruing subsequent to the lien of this Deed of
Trust and shall be payable by Trustor to Beneficiary within thirty (30) days
after receipt of written demand.

         Section 8.8 Remedies Cumulative. All remedies of Beneficiary and all
other rights and provided for herein are cumulative and shall be in addition to
any remedies provided in the other Loan Documents or provided by Applicable Law,
including any banker's lien and right of offset. The exercise of any right or
remedy by Beneficiary hereunder shall not in any way constitute a cure or waiver
of default hereunder or under the Loan Documents, or invalidate any act done
pursuant to any notice of default, or prejudice Beneficiary in the exercise of
any of its rights hereunder or under the other Loan Documents unless, in the
exercise of said rights, all Secured Obligations are fully discharged.

         Section 8.9 Marshaling. To the extent permitted by Applicable Laws,
Trustor waives all rights, legal and equitable, it may now or hereafter have to
require marshaling of assets or to

                                      34.
<PAGE>
require foreclosure sales of assets in a particular order, including any rights
provided by NRS 100.040 and 100.050. Each successor and assign of Trustor,
including any holder of a lien or security interest subordinate to this Deed of
Trust, by acceptance of its interest or lien or security interest agrees that it
shall be bound by the above waiver, as if it had given the waiver itself.

         Section 8.10 Adoption of Covenants. Where not inconsistent with the
above, the following covenants, Nos. 1; 2 (full replacement value); 3; 4
(Default Rate under the Loan Agreement); 5; 6; 7 (a reasonable percentage); 8
and 9 of NRS Section 107.030 are hereby adopted and made a part of this Deed of
Trust.

                                   ARTICLE 9.

                      SECURITY AGREEMENT AND FIXTURE FILING

         Section 9.1 Grant of Security Interest. To secure the payment and
performance of the Secured Obligations as and when due, Trustor (as debtor)
hereby grants, conveys, pledges, assigns and transfers to Beneficiary (as
secured party), as agent and representative for the equal and ratable benefit of
Trustee and the Holders, security interests (collectively, the "Security
Interest") in, all right, title, claim, estate and interest in and to all
Personal Property and Fixtures, whether now owned and existing or hereafter
acquired or arising, and wherever located, including, without limitation, the
following but excluding in each case any "Excluded Assets" (the "Collateral"):

                  9.1.1 Any and all "chattel paper" as such term is defined in
Section 9-102 of the UCC (the "Chattel Paper");

                  9.1.2 Any and all "accounts" as such term is defined in
Section 9-102 of the UCC (the "Accounts");

                  9.1.3 Any and all rights to payment for goods sold or leased
or services rendered, whether or not earned by performance and all rights in
respect of the Account Debtor, including without limitation all such rights
constituting or evidenced by any Account, Chattel Paper or Instrument together
with (a) any collateral assigned, hypothecated or held to secure any of the
foregoing and the rights under any security agreement granting a security
interest in such collateral, (b) all goods, the sale of which gave rise to any
of the foregoing, including, without limitation, all rights in any returned or
repossessed goods and unpaid seller's rights, (c) all guarantees, endorsements
and indemnifications on, or of, any of the foregoing and (d) all powers of
attorney for the execution of any evidence of indebtedness or security or other
writing in connection therewith Any and all negotiable instruments, promissory
notes, acceptances, drafts, checks, certificates of deposit and other writings
that evidence a right to the payment of money by any other Person
("Receivables").

                  9.1.4 Any and (a) all original copies of all documents,
instruments or other writings evidencing the Receivables, (b) all books,
correspondence, credit or other files,

                                      35.
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records, ledger sheets or cards, invoices, and other papers relating to
Receivables, including without limitation all tapes, cards, computer tapes,
computer discs, computer runs, record keeping systems and other papers and
documents relating to the Receivables, whether in the possession or under the
control of any Trustor or any computer bureau or agent from time to time acting
for Trustor or otherwise and (c) all credit information, reports and memoranda
relating thereto ("Receivables Records");

                  9.1.5 Any and all rights to payment:

                        9.1.5.1 to the extent not included in Accounts,
Receivables or Chattel Paper, receivables from any credit card company (such as
Visa, MasterCard, Chattel Paper, American Express and Diner's Club), whether
arising out of or relating to the sale of lodging, goods and services by Trustor
or otherwise; and

                        9.1.5.2 of money not listed above and any and all
rights, titles, interests, securities, Liens and guaranties evidencing,
securing, guaranteeing payment of or in any way relating to any Receivables;

                  9.1.6 Any and all "Inventory" as such is defined in Section
9-102 of the UCC, including without limitation and in any event, all goods
(whether such goods are in the possession of Trustor or a lessee, bailee or
other Person for sale, lease, storage, transit, processing, use or otherwise and
whether consisting of whole goods, spare parts, components, supplies, materials
or consigned or returned or repossessed goods) which are held for sale or lease
or are to be furnished (or which have been furnished) under any contract of
service or which are raw materials or work in progress or materials used or
consumed in any Trustee's business ("Inventory");

                  9.1.7 Any and all "equipment" as such term is defined in
Section 9-102 of the UCC, including, without limitation:

                        9.1.7.1 machinery, machine tools, manufacturing
equipment, data processing equipment, computers, office equipment, furniture,
appliances, rolling stock, motors, pumps, controls, tools, parts, works of art,
furnishings and trade fixtures, all athletic equipment and supplies and all
molds, dies, drawings, blueprints, reports, catalogs and computer programs
related to any of the above.

                        9.1.7.2 Intentionally Omitted;

                        9.1.7.3 slot machines, electronic gaming devices and
related equipment, crap tables, blackjack tables, roulette tables, baccarat
tables, keno apparatus, cards, dice, gaming chips and plaques, tokens, chip
racks. dealing shoes, dice cups, dice, sticks, layouts, paddles, roulette balls
and other supplies and items used in connection with gaming operations, and


                                      36.
<PAGE>
                        9.1.7.4 stones, wood, steel and other materials used or
to be used in the building, construction, repair, renovation, refurbishment or
otherwise with respect to improvements or ships, boats, barges or vessels.

                  9.1.8 Any and all "fixtures" as such term is defined in
Section 9-102 of the UCC, including without limitation, machinery, equipment or
appliances for generating, storing or distributing air, water, heat,
electricity, light, fuel or refrigeration, for ventilating or sanitary purposes,
elevators, safes, laundry, kitchen and athletic equipment, trade fixtures, and
telephone, television and other communications equipment;

                  9.1.9 Any and all "documents" as such term is defined in
Section 9-102 of the UCC (the "Documents");

                  9.1.10 Any and all "general intangibles" as such term is
defined in Section 9-102 of the UCC (together with any property listed under
Section 9.1.4. relating thereto, the "General Intangibles"), including, without
limitation and in any event, rights to the following: payment of money, and
Trademark Collateral (as defined in the Trademark Security Agreement), patents,
and Contracts (as defined in Section 9.1.16 hereof), licenses and franchises
(except, in the case of licenses and franchises if, and for so long as, the
agreement in respect of such license or franchise prohibits by its terms any
assignment or grant of a security interest therein without the consent of the
other party thereto, unless the violation of such prohibition would not give any
other party to such franchise or license the right to terminate its obligations
thereunder), limited and general partnership interests and joint venture
interests federal income tax refunds, trade names, distributions on certificated
securities (as defined in Section 8-102 of the UCC), computer programs and other
computer software, inventions, designs, trade secrets, goodwill, proprietary
rights, customer lists, Player Tracking Systems, supplier contracts, sale
orders, correspondence, advertising materials, payments due in connection with
any requisition, confiscation, condemnation, seizure or forfeiture of any
property, reversionary interests in pension and profit-sharing plans and
reversionary, beneficial and residual interests in trusts, credits with and
other claims against any Person, together with any collateral for any of the
foregoing and the rights under any security agreement granting a security
interest in such collateral.

                  9.1.11 The Designated Account established and maintained
pursuant to Section 2.9 of the Loan Agreement.

                  9.1.12 Any and all (i) shares of capital stock of any
Subsidiary, from time to time owned by Trustor or options or rights to acquire
any such shares or interests now or hereafter owned by Trustor, (ii)
Distributions (as defined below) on Pledged Securities (as constituted
immediately prior to such Distribution) constituting securities (whether debt or
equity securities or otherwise), (iii) other or additional stock, notes,
securities or property paid or distributed in respect of Pledged, Securities (as
constituted immediately prior to such payment or distribution) by way of
stock-split, spin-off, split-up, reclassification, combination of shares or
similar rearrangement, and (iv) other or additional stock, notes, securities or
property, (including cash) that may be paid in respect of Pledged Securities (as
constituted immediately prior to such

                                      37.
<PAGE>
payment) by reason of any consolidation, merger, exchange of stock, conveyance
of assets, liquidation, bankruptcy or similar corporate reorganization or other
disposition of Pledged Securities ("Pledged Securities").

                  9.1.13 Any and all dividends, distributions, payments of
interest and principal and other amounts (whether consisting of cash,
securities, personalty or other property) from time to time received, receivable
or otherwise distributed in respect of or in exchange or substitution for any of
the Pledged Securities ("Distributions").

                  9.1.14 Any and all "instruments" as such term is defined in
Section 9-102 of the UCC ("Instruments").

                  9.1.15 [Intentionally Omitted]

                  9.1.16 Any and all contracts between Trustor and one or more
additional parties ("Contracts").

                  9.1.17 Any and all interest rate or currency protection or
hedging arrangements, including, without limitation, floors, forwards and any
other similar or dissimilar interest rate or currency exchange agreements or
other interest rate currency hedging arrangements ("Hedging Agreements").

                  9.1.18 Any and all motor vehicles, tractors, trailers and
other like property, if title thereto is governed by a certificate of title
ownership ("Motor Vehicles").

                  9.1.19 Any and all books, records, computer software, computer
printouts, customer lists, blueprints, technical specifications, manuals, and
similar items which relate to any Personal Property or Fixtures other than such
items obtained under license or franchise agreements that prohibit assignment or
disclosure of such items ("Books and Records");

                  9.1.20 Any and all accessions, appurtenances, components,
repairs, repair parts, spare parts, renewals, improvements, replacements,
substitutions and additions to, of or with respect to any of the foregoing;

                  9.1.21 Any and all rights, remedies, powers and privileges of
Trustor with respect to any of the foregoing; and

                  9.1.22 Any and all proceeds and products of any of the
foregoing, whether now held and existing or hereafter acquired or arising,
including all rents, issues, income and profits of or from any of the foregoing
(collectively, the "Proceeds"). "Proceeds" shall include (i) whatever is now or
hereafter received by Trustor upon the sale, exchange, collection, other
disposition or operation of any item of Personal Property, whether such proceeds
constitute accounts, general intangibles, instruments, securities, documents,
letters of credit, chattel paper, deposit accounts, money, goods or other
personal property, (ii) any amounts now or hereafter

                                      38.
<PAGE>
payable under any insurance policy by reason of any loss of or damage to any
Personal Property or the business of Trustor, (iii) all rights to payment and
payments for hotel room occupancy (and related reservations) and the sale of
services or products in connection therewith, (iv) the right to further
transfer, including by pledge, mortgage, license, assignment or sale, any of the
foregoing, and (v) any items that are now or hereafter acquired by Trustor with
any of the foregoing; provided, however, that "Proceeds" shall not include
Excluded Assets.

         Section 9.2 Remedies, etc. This Deed of Trust constitutes a security
agreement with respect to the Personal Property, in which Beneficiary is granted
a security interest hereunder, and Beneficiary shall have all of the rights and
remedies of a secured party under the UCC and the other Loan Documents as well
as all other rights and remedies available at law or in equity. Upon the
occurrence and during the continuance of any Event of Default hereunder,
Beneficiary shall have the right (a) to proceed as to both the Real and Personal
Property covered by this Deed of Trust in accordance with the Beneficiary's
rights and remedies in respect of said Real Property, in which event (i) the
provisions of the UCC otherwise applicable to the sale of the Collateral shall
not apply, and (ii) the sale of the Collateral in conjunction with and as one
parcel with said Real Property (or any portion thereof) shall be deemed to be a
commercially reasonable manner of sale; or (b) to proceed as to the Collateral
separately from the Land and Improvements, in which event the requirement of
reasonable notice shall be met by mailing notice of the sale, postage prepaid,
to the Trustor or any other person entitled thereto at least ten (10) days
before the time of the sale or other disposition of any of the Collateral.

         Section 9.3 Expenses. Reasonable expenses actually incurred of
retaking, holding, preparing for sale, selling or the like shall be borne by
Trustor and shall include Beneficiary's and Trustee's reasonable attorneys'
fees, charges and disbursements (including, without limitation, any and all
costs of appeal).

         Section 9.4 Fixture Filing.

                  9.4.1 This Deed of Trust shall be effective as a Financing
Statement filed as a fixture filing from the date of the recording hereof in
accordance with NRS 104.9402. In connection therewith, the addresses of Trustor
as debtor ("Debtor") and Beneficiary as secured party ("Secured Party") are set
forth on Schedule 12.9. The address of Beneficiary, as the Secured Party, is
also the address from which information concerning the security interest may be
obtained by any interested party.

                        9.4.1.1 The property subject to this fixture filing is
described in Sections 9.1.7. and 9.1.9 and Granting Clause Two.

                        9.4.1.2 Portions of the property subject to this fixture
filing as identified in Section 9.4.1.1. above are or are to become fixtures
related to the real estate described on Exhibit A, Exhibit B-2 and Exhibit C-2
to this Deed of Trust.

                        9.4.1.3 Secured Party is: Foothill Capital Corporation.


                                      39.
<PAGE>
                        9.4.1.4 Debtor is: Barden Nevada Gaming, LLC, a Nevada
limited liability company.

                        9.4.1.5 The record owner or lessee of the Real Property
is: Barden Nevada Gaming, LLC, a Nevada limited liability company

                  9.4.2 In the event Trustor shall fail beyond any applicable
notice and grace periods, to make any payment or perform any covenant related to
any security interest in favor of any Person other than Beneficiary, Beneficiary
may, at its option, within fifteen (15) days after notice to Trustor or if
Beneficiary's immediate action is reasonably necessary to protect the lien
hereof or its security for the Secured Obligations, at any time without prior
notice to Trustor, pay the amount secured by such security interest, and the
amount so paid shall be (i) secured by this Deed of Trust and shall be a lien on
the Real Property enjoying the same priorities vis-a-vis the estates and
interests encumbered hereby as this Deed of Trust, (ii) added to the amount of
the Secured Obligations, and (iii) payable within thirty (30) days after receipt
of written demand with interest at the Default Rate from the time of such
payment; or, upon and during the continuance of an Event of Default, Beneficiary
shall have the privilege of acquiring by assignment from the holder of such
security interest any and all contract rights, accounts receivable, chattel
paper, negotiable or non-negotiable instruments and other evidence of Trustor's
indebtedness secured by such fixtures, and, upon acquiring such interest by
assignment, shall have the right to enforce the security interest as assignee
thereof, in accordance with the terms and provisions of the UCC, as amended or
supplemented, and in accordance with other Applicable Laws.

         Section 9.5 Applicable Gaming Laws and Liquor Laws. All rights,
remedies, and powers provided in this Deed of Trust relative to the Collateral
may be exercised only to the extent that the exercise thereof does not violate
any applicable mandatory provision of the Applicable Gaming Laws or the Liquor
Laws and all provisions of this Deed of Trust relative to the Collateral are
intended to be subject to all applicable mandatory provisions of the Applicable
Gaming Laws and Liquor Laws and to be limited solely to the extent necessary to
not render the provisions of this Deed of Trust invalid or unenforceable, in
whole or in part. Beneficiary will timely apply for and receive all required
approvals of the applicable Gaming Authority for the sale or other disposition
of gaming equipment regulated by Applicable Gaming Laws (including any such sale
or disposition of gaming equipment consisting of slot machines, gaming tables,
cards, dice, gaming chips, player tracking systems, and all other "gaming
devices" (as such term or words of like import referring thereto are defined in
the Applicable Gaming Laws), and "associated equipment" (as such term or words
of like import referring thereto are defined in the Applicable Gaming Laws) and
of the Liquor Authorities under Liquor Laws for the sale of liquor and other
alcoholic beverages.


                                      40.
<PAGE>
                                  ARTICLE 10.

                               ASSIGNMENT OF RENTS

         Section 10.1 Assignment of Rents. Subject to Section 10.2, and to
Applicable Gaming Laws, Trustor hereby absolutely and unconditionally assigns
and transfers to Beneficiary all of the Rents, whether now due, past due or to
become due, and hereby gives to and confers upon Beneficiary the right, power
and authority to collect such Rents and apply the same to the Secured
Obligations secured hereby. Trustor irrevocably appoints Beneficiary, as its
true and lawful attorney, at the option of Beneficiary at any time while an
Event of Default exists, to demand, receive and enforce payment, to give
receipts, releases and satisfactions, and to sue, either in the name of Trustor
or in the name of Beneficiary, for all such Rents and apply the same to the
Secured Obligations secured hereby. It is hereby recognized that the power of
attorney herein granted is coupled with an interest and shall not be revocable.
It is understood and agreed that neither the foregoing assignment of Rents to
Beneficiary nor the exercise by Beneficiary or any of its rights or remedies
under this Deed of Trust shall be deemed to make Beneficiary a
"mortgagee-in-possession" or otherwise responsible or liable in any manner with
respect to the Real Property or the use, occupancy, enjoyment or operation of
all or any portion thereof, unless and until Beneficiary, in person or by its
own agent, assumes actual possession thereof, nor shall appointment of a
Receiver for the Real Property by any court at the request of Beneficiary or by
agreement with Trustor or the entering into possession of the Real Property or
any part thereof by such Receiver be deemed to make Beneficiary a
"mortgagee-in-possession" or otherwise responsible or liable in any manner with
respect to the Real Property or the use, occupancy, enjoyment or operation of
all or any portion thereof.

         Section 10.2 Collection of Rents. Notwithstanding anything to the
contrary contained herein, so long as no Event of Default shall occur and be
continuing, Trustor shall have a license, revocable upon the occurrence and
during the continuance of an Event of Default, to collect all Rents from the
Real Property and to retain, use and enjoy the same and to otherwise exercise
all rights with respect thereto, subject to the terms hereof. Upon the
occurrence and during the continuance of an Event of Default, the license
hereinabove granted to Trustor shall, without the requirement of the giving of
notice or taking of any action by any party, be revoked, and Beneficiary shall
have the complete right and authority to exercise and enforce any and all of its
rights and remedies provided herein or by Applicable Laws.

                                  ARTICLE 11.

                              ENVIRONMENTAL MATTERS

         Section 11.1 Representations and Warranties. Except as specifically
disclosed in Schedule 11.1, Trustor represents and warrants as of the date
hereof as follows:

                  11.1.1 Trustor (i) has obtained all material permits, licenses
and other authorizations that are required with respect to the operation of its
business, property and assets under the Environmental Requirements and is in
substantial compliance with all terms and

                                      41.
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conditions thereof, and (ii) is in substantial compliance with all Environmental
Requirements (including, without limitation, compliance with standards,
schedules and timetables therein);

                  11.1.2 No portion of the Trust Estate is listed or proposed
for listing on the National Priorities List or the Comprehensive Environmental
Response, Compensation, and Liability Information System, both promulgated under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), or on any other state or local list established
pursuant to any Environmental Requirement, and Trustor has not received any
notification of potential or actual liability or request for information under
CERCLA or any comparable state or local law;

                  11.1.3 To the knowledge of Trustor, no underground storage
tank or other underground storage receptacle, or related piping, is located on
the Real Property;

                  11.1.4 To the knowledge of Trustor, there have been no
releases (i.e., any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping, on-site or, to the knowledge of the Trustor after due
inquiry, off-site) of Hazardous Materials at, on, under, from or into the Real
Property;

                  11.1.5 There is no written, or to the knowledge of Trustor,
any Environmental Claim pending, or, to the knowledge of Trustor, threatened
against any of them, and to the knowledge of Trustor, neither Trustor nor any
person or entity whose liability Trustor has retained or assumed either
contractually or by operation of law has any liability, absolute or contingent,
under any Environmental Law; and

                  11.1.6 To the knowledge of Trustor, there are no events,
activities, practices, incidents or actions or conditions, circumstances or
plans that may interfere with or prevent compliance by Trustor with any
Environmental Law, or that may give rise to any Environmental Claim or liability
under any Environmental Laws;

                  11.1.7 Trustor has not received any communication (written or
to the knowledge of Trustor, oral), whether from a governmental authority,
citizens group, employee or otherwise, that alleges that Trustor or the Real
Property is not in substantial compliance with any Environmental Requirement,
and there are no known circumstances that may prevent or interfere with such
substantial compliance in the future.

                  11.1.8 Trustor has provided or made available to Beneficiary
all assessments, reports, data, results of investigations or audits, and other
information that is in the possession of or reasonably available to Trustor
regarding environmental matters pertaining to, or the environmental condition
of, the Land and the business of Trustor, or the compliance (or noncompliance)
of the Land and Trustor with any Environmental Requirements.

                  11.1.9 Trustor is not required by virtue of the transactions
set forth herein and contemplated hereby, or as a condition to the effectiveness
of any transactions contemplated hereby, (i) to perform a site assessment for
Hazardous Materials, (ii) to remove or remediate

                                      42.
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Hazardous Materials, (iii) to give notice to or receive approval from any
Governmental Authority under Environmental Requirements, or (iv) to record or
deliver to any person or entity any disclosure document or statement pertaining
to environmental matters.

                  11.1.10 The above representations and warranties contained in
this Section 11.1 shall survive the termination, release and/or reconveyance of
this Deed of Trust and discharge of Trustor's other obligations hereunder.

         Section 11.2 Environmental Covenants. Trustor shall at all times comply
with the following requirements; provided, however, that in connection with the
non-compliance with any of the provisions contained in Sections 11.2.1 through
11.2.4, inclusive, no breach shall be deemed to have occurred if Trustor
complies with the requirements of Section 11.2.5 with respect thereto:

                  11.2.1 Trustor shall not cause or permit any Hazardous
Material to be brought upon, treated, kept, stored, disposed of, discharged,
released, produced, manufactured, generated, refined or used upon, within or
beneath the Real Property or any portion thereof by Trustor, its agents,
employees, contractors, or invitees, or any other person, except in compliance
with all Environmental Requirements and only in the course of such person's
legitimate business operations at the Real Property (which shall not include any
business for treatment, storage, disposal, discharge, release, production,
manufacture, generation, refinement or use of Hazardous Materials).

                  11.2.2 Trustor shall not cause or permit the existence or the
commission by Trustor, its agents, employees, contractors or invitees, or by any
other person of a material violation of any Environmental Requirements upon,
within or beneath the Real Property or any portion thereof.

                  11.2.3 Trustor shall not dispose of, discharge or release or
cause or permit the disposal, discharge or release of any Hazardous Materials
from the Real Property into any Public Waters in violation of any Environmental
Requirements.

                  11.2.4 Trustor shall not create or suffer to exist with
respect to the Real Property or permit any of its agents to create or suffer to
exist any environmental lien, security interest or other charge or encumbrance
of any kind (other than a Permitted Lien) arising under any Environmental
Requirement, including, without limitation, any lien imposed pursuant to Section
107(f) of the Superfund Amendment and Reauthorization Act of 1986 (42 U.S.C.
Section 9607(1)) or any similar state statute.

                  11.2.5 Trustor shall, at its sole cost and expense, promptly
take any and all actions required by any federal, state or local governmental
agency or political subdivision (as hereinafter provided) to mitigate
Environmental Damages, which requirements or necessity arise from the presence
upon, about or beneath the Real Property, of Hazardous Materials or a violation
of Environmental Requirements or the disposal, discharge or release of Hazardous
Materials from the Real Property into the Public Waters. Such actions shall
include, but not be

                                      43.
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limited to, the investigation of the environmental condition of the Real
Property, the preparation of any feasibility studies, reports or remedial plans,
and the performance of any cleanup, remediation, containment, operation,
maintenance, monitoring or restoration work, whether on or off of the Real
Property (provided that Trustor shall be obligated to take actions off of the
Real Property only if Trustor shall have the legal right to do so and shall be
expressly required to do so by Environmental Requirements). Trustor shall take
all actions as are reasonably necessary to restore the Real Property or the
Public Waters to substantially the condition existing prior to the introduction
of Hazardous Material by Trustor upon, about or beneath the Real Property,
notwithstanding any lesser standard of remediation allowable under Applicable
Laws or governmental policies, but recognizing the economic impracticability of
remediating to a level where Hazardous Materials are no longer detectable.
Trustor shall proceed continuously and diligently with such investigatory and
remedial actions, provided that in all cases such actions shall be in accordance
with Applicable Laws. Any such actions shall be performed in a good, safe and
workmanlike manner and shall minimize any impact on the business conducted at
the Real Property. Trustor shall pay all Environmental Damages in connection
with such investigatory and remedial activities, including, but not limited to,
all power and utility costs, and any and all taxes or fees that may be
applicable to such activities. Trustor shall promptly provide to Beneficiary
copies of testing results and reports that are generated in connection with the
above activities. Promptly upon completion of such investigation and
remediation, Trustor shall permanently seal or cap all monitoring wells and test
holes to industrial standards in compliance with Applicable Laws and
regulations, remove all associated equipment, and restore the Real Property to
the extent reasonably possible, which shall include, without limitation, the
repair of any surface damage, including paving, caused by such investigations or
remediation hereunder. Upon reasonable notice and at reasonable times (except in
cases of emergency or imminent threat of harm to human health or the
environment), the Indemnitees (as defined in Section 11.2.7 of this Deed of
Trust) shall have the right but not the obligation to enter upon the Real
Property to assess any and all aspects of the environmental condition of the
Real Property and its use, including conducting environmental assessments, audit
and sampling (including, but not limited to soil and groundwater sampling if
Indemnitees have a reasonable belief that such soil or groundwater may be
contaminated) not more than once a year, except where Indemnitees have a
reasonable belief that a release of Hazardous Materials or a violation of
Environmental Requirements has occurred or is likely to occur, all at the
expense of Trustor. Trustor and Trustee shall cooperate in choosing consultants
to conduct such work and Trustor shall provide access to the Indemnitees and
their agents, representatives, consultants and employees (together, the
"Indemnitees" for purposes of this Section 11.2.5) in connection with such
investigations. In the event that Trustor fails to fulfill its obligations under
this Deed of Trust relating to environmental matters, including this Section
11.2.5, following the expiration of thirty (30) days written notice by
Beneficiary of its intent to invoke its rights under this Section, unless
Beneficiary has a reasonable belief that a more immediate response is required
under Environmental Requirements, Beneficiary shall have the right to undertake
any action necessary or prudent under Environmental Requirements, and shall have
the right to pursue any and all legal theories and remedies provided by law or
contract to enforce the covenants in this Section 11.2 and the other provisions
of this Article 11. Nothing in this Deed of Trust shall be deemed to create, or


                                      44.
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construed as creating, any liability of the Indemnitees under Environmental
Requirements for environmental conditions relating to the Real Property.

                  11.2.6 If Trustor shall become aware of or receive notice or
other communication concerning any actual, alleged, suspected or threatened
violation of any Environmental Requirements or Environmental Claim or liability
of Trustor for Environmental Damages in connection with the Real Property or
past or present activities of any person thereon, including, but not limited to,
notice or other communication concerning any actual or threatened investigation,
inquiry, lawsuit, claim, citation, directive, summons, proceedings, complaint,
notice, order, writ or injunction, relating to same, then Trustor shall deliver
to Beneficiary, within seven (7) days of the receipt of such notice or
communication by Trustor, a written description of said violation, liability, or
actual or threatened event or condition, together with copies of any documents
evidencing same. Receipt of such notice shall not be deemed to create any
obligation on the part of Beneficiary to defend or otherwise respond to any such
notification.

                  11.2.7 Trustor agrees to indemnify, reimburse, defend,
exonerate, pay and hold harmless Beneficiary, its successors and assigns, the
Holders, and their respective directors, officers, shareholders, employees,
agents, contractors, subcontractors, experts, licensees, affiliates, lessees,
trustees, and invitees (collectively, the "Indemnitees") from and against any
and all Environmental Claims and Environmental Damages arising in any manner
whatsoever out of Environmental Requirements pertaining to the Real Property and
the activities thereon, whether foreseeable or unforeseeable, and regardless of
when such Environmental Claims arose and Environmental Damages occurred, except
to the extent directly caused by the gross negligence or willful misconduct of
Indemnitees. The indemnity obligations of Trustor contained in this Section
11.2.7 shall survive the termination, release and/or reconveyance of this Deed
of Trust and the discharge of Trustor's other obligations hereunder.

                  11.2.8 In accordance with, and subject to limitations of, NRS
40.508 and NRS 40.509, Beneficiary may seek a judgment that Trustor has breached
its covenants, representations and/or warranties with respect to the
environmental matters contained in Sections 11.2.1 through 11.2.8, inclusive, of
this Deed of Trust (the "Environmental Provisions"), and may commence and
maintain an action or actions in any court of competent jurisdiction for
enforcement of the Environmental Provisions and/or recovery of any and all
costs, damages, expenses, fees, penalties, fines, judgments, indemnification
payments to third parties, and other out of pocket costs or expenses (including,
without limitation, court costs, reasonable consultants' fees and reasonable
attorney's fees whether incurred in litigation or not and whether before or
after judgment), incurred or advanced by Beneficiary pursuant to the
Environmental Provisions (collectively, the "Environmental Costs"). Trustor
acknowledges and agrees that notwithstanding any term or provision contained in
this Deed of Trust or in the other Loan Documents, Environmental Costs shall be
exceptions to any nonrecourse or exculpatory provisions, if any, and Trustor
shall be fully and personally liable for Environmental Costs. Such liability
shall not be limited to the original principal amount of the obligations secured
by this Deed of Trust. Trustor's obligations hereunder shall survive any
foreclosure, deed in lieu of foreclosure, release, reconveyance or any other
transaction with respect to the Real Property or

                                      45.
<PAGE>
this Deed of Trust. For the purposes of any action brought under this subsection
11.2.8, Trustor hereby waives the defense of any applicable statute of
limitations.

                                   ARTICLE 12.

                                  MISCELLANEOUS

         Section 12.1 Beneficiary's Expenses, Including Attorneys' Fees.
Regardless of the occurrence of a Default or Event of Default, Trustor agrees to
pay to Beneficiary any and all advances, charges, costs and expenses, including,
without limitation, the reasonable fees and expenses of counsel and any experts
or agents, that Beneficiary may reasonably incur in connection with (i) the
administration of this Deed of Trust, including any amendment thereto or any
workout or restructuring, (ii) the creation, perfection or continuation of the
Lien of this Deed of Trust or protection of its priority or the Trust Estate,
including the discharging of any prior or junior Lien or adverse claim against
the Trust Estate or any part thereof that is not permitted hereby or by the Loan
Agreement, (iii) the custody, preservation or sale of, collection from, or other
realization upon, any of the Trust Estate, (iv) the exercise or enforcement of
any of the rights, powers or remedies of Beneficiary under this Deed of Trust or
under Applicable Laws (including attorneys' fees and expenses incurred by
Beneficiary in connection with the operation, maintenance or foreclosure of the
Lien of this Deed of Trust) or any bankruptcy proceeding or (v) the failure by
Trustor to perform or observe any of the provisions hereof. All such amounts and
all other amounts payable hereunder shall be payable on demand, together with
interest at the Default Rate.

         Section 12.2 Indemnity. Trustor hereby agrees to indemnify and hold
harmless the Indemnitees against (i) any and all transfer taxes, documentary
taxes, assessments or charges made by any Governmental Authority by reason of
the execution and delivery of this Deed of Trust and the other Loan Documents,
and (ii) any and all claims, actions, liabilities, costs and expenses of any
kind or nature whatsoever (including reasonable fees and disbursements of
counsel) that may be imposed on, incurred by, or asserted against any of them,
in any way relating to or arising out of this Deed of Trust or any action taken
or omitted by them hereunder, except to the extent that they resulted from the
gross negligence or willful misconduct of any such Indemnitee.

         Section 12.3 Waivers' Modifications in Writing. No amendment of any
provision of this Deed of Trust (including a waiver thereof or consent relating
thereto) shall be effective unless the same shall be in writing and signed by
Beneficiary and Trustor. Any waiver or consent relating to any provision of this
Deed of Trust shall be effective only in the specific instance and for the
specific purpose for which given. No notice to or demand on Trustor in any case
shall entitle Trustor to any other or further notice or demand in similar
circumstances, except as otherwise provided herein or as required by law.

         Section 12.4 Cumulative Remedies; Failure or Delay. The rights and
remedies provided for under this Deed of Trust are cumulative and are not
exclusive of any rights and remedies that may be available to Beneficiary under
Applicable Laws, the other Loan

                                      46.
<PAGE>
Documents or otherwise. No failure or delay on the part of Beneficiary in the
exercise of any power, right or remedy under this Deed of Trust shall impair
such power, right or remedy or shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude other or
further exercise of such or any other power, right or remedy.

         Section 12.5 Successors and Assigns. This Agreement shall be binding
upon and, subject to the next sentence, inure to the benefit of Trustor and
Beneficiary and their respective successors and assigns. Except as expressly
permitted under the Loan Agreement, Trustor shall not assign or transfer any of
its rights or obligations hereunder without the prior written consent of
Beneficiary. The benefits of this Deed of Trust shall pass automatically with
any assignment of the Secured Obligations (or any portion thereof), to the
extent of such assignment.

         Section 12.6 Independence of Covenants. All covenants under this Deed
of Trust shall each be given independent effect so that, if a particular action
or condition is not permitted by any such covenant, the fact that it would be
permitted by another covenant or by an exception thereto shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

         Section 12.7 Change of Law. In the event of the passage, after the date
of this Deed of Trust, of any law changing in any way the laws now in force for
the taxation of mortgages, deeds of trust or debts secured by mortgages or deeds
of trust (other than laws imposing taxes on income), or the manner of the
collection of any such taxes, so as to affect adversely the rights of
Beneficiary under this Deed of Trust, then an Event of Default shall be deemed
to have occurred under the Loan Agreement; provided, however, that no Event of
Default shall be deemed to have occurred (i) if Trustor, within thirty (30) days
after the passage of such law, shall assume the payment of any tax or other
charge so imposed upon Beneficiary for the period remaining until discharge in
full of the Secured Obligations; provided, however, that such assumption is
permitted by Applicable Laws, (ii) if the adverse effect upon Beneficiary of
such tax or other charge is not material, or (iii) if and so long as Trustor, at
its expense, shall contest the amount or validity or application of any such tax
or other charge by appropriate legal proceedings promptly initiated and
conducted in good faith and with due diligence; provided that (A) neither the
Real Property nor any substantial part thereof will be in danger of being sold,
forfeited, terminated, canceled, or lost as a result of such contest and (B)
except in the case of a tax or charge junior to the Lien of this Deed of Trust,
Trustor shall have posted such bond or furnished such other security as may be
required by law to release such tax or charge.

         Section 12.8 No Waiver. No waiver by Beneficiary of any Default or
breach by Trustor hereunder shall be implied from any omission by Beneficiary to
take action on account of such Default if such Default persists or is repeated,
no express waiver shall affect any Default other than the Default in the waiver,
and such waiver shall be operative only for the time and to the extent therein
stated. Waivers of any covenant, term or condition contained herein shall not be
construed as a waiver of any subsequent breach of the same covenant, term or
condition. The consent or approval by Beneficiary to or of any act by Trustor
requiring further consent or approval shall not be deemed to waive or render
unnecessary the consent or approval to or of any subsequent similar act.


                                      47.
<PAGE>
         Section 12.9 Notices. All notices and other communications under this
Deed of Trust shall be in writing and shall be personally delivered or sent by
prepaid courier, by overnight, registered or certified mail (postage prepaid) or
by prepaid telex, facsimile or telegram, and shall be deemed given when received
by the intended recipient thereof. Unless otherwise specified in a notice given
in accordance with the foregoing provisions of this Section 12.9, notices and
other communications shall be given to the parties hereto at their respective
addresses (or to their respective telex or facsimile numbers) indicated in the
Loan Agreement or, in the case of the Trustee, Schedule 12.9.

         Section 12.10 References to Foreclosure. References hereto to
"foreclosure" and related phrases shall be deemed references to the appropriate
procedure in connection with Trustee's private power of sale, any judicial
foreclosure, proceeding, and any deed given in lieu of any such Trustees sale or
judicial foreclosure.

         Section 12.11 Joinder of Foreclosure. Should Beneficiary hold any other
or additional security for the payment and performance of any Secured
Obligation, its sale or foreclosure, upon any default in such payment or
performance, in the sole discretion of Beneficiary, may be prior to, subsequent
to, or joined or otherwise contemporaneous with any sale or foreclosure
hereunder. Except as otherwise provided in the Loan Agreement, in addition to
the rights herein specifically conferred, Beneficiary, at any time and from time
to time, may exercise any right or remedy now or hereafter given by Applicable
Laws to beneficiaries under deeds of trust generally, or to the holders of any
obligations of the kind hereby secured.

         Section 12.12 Rights and Obligations of Beneficiary and Trustee. At any
time or from time to time, without liability therefor and without notice, and
without releasing or otherwise affecting the liability of any Person for payment
of any Secured Obligations, Beneficiary at its sole discretion and only in
writing may subordinate the Liens or either of them, or charge hereof to the
extent not prohibited by the Loan Agreement. Beneficiary and Trustee shall
however, promptly upon Trustor's request from time to time, join in the
following actions (including the execution and delivery of documents) as Trustor
determines are reasonably necessary for the development, use and operation of
the Trust Estate: (i) the making of any map or plat of the Real Property, (ii)
the granting, creating, amending and modifying of any customary easements,
covenants, conditions and restrictions with respect to the Real Property and
(iii) the application for and prosecution of any development building, use and
similar permits and land use and utility approvals and installations regarding
the Real Property; provided, however, that Beneficiary and Trustee shall not be
required to join in or take any such action (a) while an Event of Default
exists, (b) to the extent such action would impair the Liens of this Deed of
Trust or the first priority thereof or (c) to the extent prohibited by the Loan
Agreement. Any such request shall be accompanied by an Officer's Certificate (as
defined in the Loan Agreement). Upon written request of Beneficiary and
surrender of this Deed of Trust to Trustee for cancellation, and upon payment to
Trustee of its reasonable fees and expenses actually incurred, Trustee shall
cancel and reconvey this Deed of Trust.

         Section 12.13 Copies. Trustor will promptly give to Beneficiary copies
of all notices of violations relating to the Real Property that Trustor receives
from any Governmental Authority.


                                      48.
<PAGE>
         Section 12.14 Subordination. At the option of Beneficiary, this Deed of
Trust shall become subject and subordinate in whole or in part (but not with
respect to priority of entitlement to any insurance proceeds, damages, awards,
or compensation resulting from damage to the Real Property or condemnation or
exercise of power of eminent domain), to any and all easements, contracts of
sale and/or any and all leases of all or any part of the Real Property upon the
execution by Beneficiary and recording thereon in the official records Real
Property upon the execution by Beneficiary and recording thereof in the official
records of Clark County, Nevada of a unilateral declaration to that effect.
Beneficiary may require the issuance of such title insurance endorsements to the
Title Policy in connection with any such subordination as Beneficiary, in its
judgment, shall determine are appropriate, and Trustor shall be obligated to pay
any cost or expense incurred in connection with the issuance thereof.

         Section 12.15 Personal Property Security Instruments. Trustor covenants
and agrees that if Beneficiary at any time holds additional security for any
Secured Obligations secured hereby, it may enforce the terms thereof or
otherwise realize upon the same, at its option, either before or concurrently
herewith or after a sale is made hereunder, and may apply the proceeds upon the
Secured Obligations without affecting the status or of waiving any right to
exhaust all or any other security, including the security hereunder, and without
waiving any breach or Default or any right or power whether exercised hereunder
or contained herein or in any such other security.

         Section 12.16 Suits to Protect Real Property. Trustor covenants and
agrees to appear in and defend any action or proceeding the consequence of
which, if successful, would be that the Liens, or either of them, of this Deed
of Trust would not satisfy the requirements as to extent, perfection or priority
set forth in the Loan Agreement; and to pay all reasonable costs and expenses
actually incurred by Trustee and Beneficiary, including cost of evidence of
title and attorneys' fees in a reasonable sum, in any such action or proceeding
in which Beneficiary and/or Trustee may appear or be made a party.

         Section 12.17 Trustor Waiver of Rights. Trustor waives the benefit of
all laws now existing or that hereafter may be enacted providing for (i) any
appraisement before sale of any portion of the Trust Estate, and (ii) the
benefit of all laws that may be hereafter enacted in any way extending the time
for the enforcement of the Secured Obligations or creating or extending a period
of redemption from any sale made in collecting said debt. To the full extent
Trustor may do so, Trustor agrees that Trustor will not at any time insist upon,
plead, claim or take the benefit or advantage of any law now or hereafter in
force providing for any appraisement, valuation stay, extension or redemption,
and Trustor, for Trustor, Trustor's heirs, devisees, representatives, successors
and assigns, and for any and all Persons ever claiming any interest in the Trust
Estate, to the extent permitted by Applicable Laws, hereby waives and releases
all rights of redemption, valuation, appraisement, stay of execution, and
marshaling in the event of foreclosure of the liens hereby created. If any law
referred to in this Section 12.17 and now in force, of which Trustor, Trustor's
heirs, devisees, representatives, successors and assigns or other Person might
take advantage despite this Section 12.17, shall hereafter be repealed or cease
to be in force, such law shall not thereafter be deemed to preclude the
application of this Section 12.17. To the extent permitted by Applicable Laws,
Trustor expressly waives and relinquishes any and all rights and

                                      49.
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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.

         Section 12.18 Charges for Statements. Trustor agrees to pay
Beneficiary's customary charge, to the maximum amount permitted by Applicable
Laws, for any statement regarding the Secured Obligations requested by Trustor
or in its behalf.

         Section 12.19 Complete Agreement. This Deed of Trust together with the
exhibits and schedules hereto, and the other Loan Documents, is intended by the
parties as a final expression of their agreement regarding the subject matter
hereof and is intended as a complete and exclusive statement of the terms and
conditions of such agreement.

         Section 12.20 Payments Set Aside. Notwithstanding anything to the
contrary herein contained, this Deed of Trust, the Secured Obligations and the
Lien and Security Interest of this Deed of Trust shall continue to be effective
or be reinstated, as the case may be, if at any time any payment, or any part
thereof, of any or all of the Secured Obligations is rescinded, invalidated,
declared to be fraudulent or preferential or otherwise required to be restored
or returned by Beneficiary in connection with any bankruptcy, reorganization or
similar proceeding involving Trustor, any other party liable with respect to the
Secured Obligations of otherwise, if the proceeds of the Trust Estate are
required to be returned by Beneficiary under any such circumstances, or if
Beneficiary reasonably elects to return any such payment or proceeds or any part
thereof in its discretion, all as though such payment had not been made or such
proceeds not been received. Without limiting the generality of the foregoing, if
prior to any such rescission, invalidation, declaration, restoration or return,
this Deed of Trust shall have been terminated, released and/or reconveyed and
the Lien and Security Interest or any of the Trust Estate shall have been
released or terminated in connection with such termination, release and/or
reconveyance, this Deed of Trust and the Lien and Security Interest and such
portion of the Trust Estate shall be reinstated in full force and effect, and
such prior termination, release and/or reconveyance shall not diminish,
discharge or otherwise affect the obligations of Trustor in respect of the
amount of the affected payment or application of proceeds, the Lien, the
Security Interest or such portion of the Trust Estate.

         Section 12.21 Substitution. Beneficiary may at any time, without giving
notice to Trustor or the original or successor Trustee, and without regard to
the willingness or inability of any original or successor Trustee to execute
this trust, appoint another Person or succession of Persons to act as Trustee,
and such appointee in the execution of this trust shall have all the powers
vested in and obligations imposed upon Trustee. Should Beneficiary be a
corporation or unincorporated association, then any officer thereof may make
such appointment

         Section 12.22 Choice of Forum.

                  12.22.1 Subject to Section 12.22.2. and Section 12.22.3, all
actions or proceedings arising in connection with this Deed of Trust shall be
tried and litigated in state or Federal courts located in the County of Clark,
State of Nevada, unless such actions or proceedings are required to be brought
in another court to obtain subject matter jurisdiction over

                                      50.
<PAGE>
the matter in controversy. TRUSTOR WAIVES ANY RIGHT IT MAY HAVE THE DOCTRINE OF
FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE JURISDICTION OF
SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 12.22.1.

                  12.22.2 Nothing contained in this Section shall preclude
Beneficiary from bringing any action or proceeding arising out of or relating to
this Deed of Trust in any court not referred to in Section 12.22.1. SERVICE OF
PROCESS, SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST TRUSTOR, MAY
BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS
ADDRESS INDICATED IN SECTION 12.9 HEREOF.

                  12.22.3 Notwithstanding Section 12.22.1 hereof, in the sole
and absolute discretion of beneficiary, all actions or proceedings relating to
the Collateral referred to in Article 9 hereof, other than Fixtures, shall be
tried and litigated in any California state court sitting in the County of Los
Angeles, State of California or any federal court sitting in the County of Los
Angeles, State of California. Trustor hereby irrevocably submits to the
jurisdiction of such courts to the extent any proceeding is brought in
accordance with this Section 12.22.3. Trustor irrevocably waives, to the fullest
extent it may effectively do so under Applicable Law, trial by jury and any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Trustor irrevocably consents, to the fullest extent that it
may effectively do so under Applicable Law, to the service of process of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to Trustor at
its said address, such service to become effective thirty (30) days after such
mailing. Nothing shall affect the right of Beneficiary to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise
proceed against Trustor in any other jurisdiction.

         Section 12.23 Regulatory Matters. Whenever in this Deed of Trust a
right is given to Beneficiary, which right is affected by Applicable Gaming Laws
or Liquor Laws or the enforcement of which is subject to Applicable Gaming Laws
or Liquor Laws, the enforcement of any such right shall be subject to Applicable
Gaming Laws and Liquor Laws and approval, if so required, of the applicable
Gaming Authorities or authorities enforcing the Liquor Laws.

         Section 12.24 Guarantor Waivers. If and to the extent that Trustor (for
the purposes of this Section 12.24, "Guarantor") would be deemed or construed to
be a guarantor or surety under Applicable Laws with respect to its obligations
hereunder, Guarantor hereby agrees as follows:

                  12.24.1 Guarantor expressly agrees that until each and every
term, covenant and condition of this Deed of Trust is fully performed, Guarantor
shall not be released by any act or event which, except for this provision of
this Deed of Trust might be deemed a legal or equitable discharge or exoneration
of a surety, or because of any waiver, extension, modification, forbearance or
delay or other act or omission of Beneficiary or its failure to proceed promptly
or otherwise as against Borrowers or any other Guarantor, as the case may be


                                      51.
<PAGE>
(individually and collectively, in its or their capacity as the entity or
entities the obligations of which are guaranteed hereunder by Guarantor, the
"Principal") or Guarantor, or because of any action taken or omitted or
circumstance which might vary the risk or affect the rights or remedies of
Guarantor as against the Principal, or because of any further dealings between
the Principal and Beneficiary, whether relating to this Deed of Trust or
otherwise. Guarantor hereby expressly waives and surrenders any defense to
Guarantor's liability under this Deed of Trust based upon any of the foregoing
acts, omissions, things, agreements, waivers or any of them. It is the purpose
and intent of this Deed of Trust that the obligations of Guarantor under it
shall be absolute and unconditional under any and all circumstances, subject to
and in accordance with the terms and conditions of this Deed of Trust.

                  12.24.2 Without in anyway limiting the provisions of Section
12.24.1, to the extent permitted under NRS Section 40.495, Guarantor waives the
applicable provisions of NRS Section 40.430 and further Guarantor waives:

                        12.24.2.1 all statutes of limitations as a defense to
any action or proceeding brought against Guarantor by Beneficiary, to the
fullest extent permitted by Applicable Laws.

                        12.24.2.2 any right it may have to require Beneficiary
to proceed against the Principal or pursue any other remedy in Beneficiary's
power to pursue, it being acknowledged and agreed that the obligations of
Guarantor hereunder are independent of the obligations of the Principal
hereunder, and Beneficiary shall not be required to make any demand upon,
exercise any right to declare a default by, or proceed against, the Principal
prior to proceeding against Guarantor to the full extent of Guarantor's
obligations hereunder,

                        12.24.2.3 any defense based on any legal disability of
the Principal and any discharge, release or limitation of the liability of the
Principal to Beneficiary, whether consensual or arising by operation of law or
any bankruptcy, reorganization, receivership, insolvency, or debtor-relief
proceeding, or from any other cause, or any claim that Guarantor's obligations
exceed or are more burdensome than those of the Principal;

                        12.24.2.4 all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
notices of acceptance of indebtedness, and demands and notices of every kind;

                        12.24.2.5 any defense based on or "arising out of any
defense that the Principal may have to the payment or performance of any
obligation set forth in this Deed of Trust and

                        12.24.2.6 until all obligations under this Deed of Trust
have been paid and performed in full, all rights of subrogation and all rights
to enforce any remedy that Guarantor may have against the Principal, all
regardless of whether Guarantor may have made any payments to Beneficiary.


                                      52.
<PAGE>
                  12.24.3 Guarantor assumes full responsibility for keeping
informed of the financial condition and business operations of the Principal and
all other circumstances affecting the Principal's ability to pay for and perform
its obligations, and agrees that Beneficiary shall have no duty to disclose to
Guarantor any information which Beneficiary may receive about the Principal's
financial condition, business operations, or any other circumstances bearing on
its ability to perform.

                  12.24.4 Notwithstanding anything to the contrary provided
elsewhere herein, in no event shall Guarantor have any liability under this Deed
of Trust beyond its interest in the Real Property, and in no event shall
Guarantor's obligations hereunder be enforced against any property of Guarantor
other than its interest in the Real Property.

         Section 12.25 Release. In the event that Trustor is released and
discharged from all of the Secured Obligations pursuant to the Loan documents,
Beneficiary hereby agrees to reconvey, without warranty, the lien of this Deed
of Trust.

         Section 12.26 WAIVER OF TRIAL BY JURY. TRUSTOR AND BENEFICIARY WAIVE
THE RIGHT TO A TRIAL BY JURY IN ANY ACTION UNDER THIS DEED OF TRUST OR ANY OTHER
LOAN DOCUMENT OR ANY OTHER ACTION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.

                  [Remainder of page left intentionally blank.]


                                      53.
<PAGE>
                  IN WITNESS WHEREOF, Trustor has caused this Deed of Trust to
be executed on the day and year set forth below, to be effective as of the day
and year first above written.

                                           BARDEN NEVADA GAMING, LLC,
                                           a Nevada limited liability company



                                           By: /s/ Michael E. Kelly
                                              ---------------------------------
                                           Name: Michael E. Kelly
                                                 ------------------------------
                                           Title: EVP, COO, CFO
                                                 ------------------------------


                                      S-1
<PAGE>
                                 ACKNOWLEDGMENT

STATE OF CALIFORNIA                 )
                                    ) SS.
COUNTY OF LOS ANGELES               )

                  On December 6, 2001 before me, Donna Wolfe, Notary Public,
personally appeared Michael E. Kelly, personally know to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal


/s/ Donna Wolfe
----------------------
NOTARY PUBLIC

                              [Seal]

                              My Commission Expires:  May 23, 2003
                                                      --------------------