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                                                                    Exhibit 4.14


                          GUARANTOR SECURITY AGREEMENT


                  This GUARANTOR SECURITY AGREEMENT (this "Agreement"), dated as
of December 6, 2001 is executed and delivered by MAJESTIC INVESTOR HOLDINGS,
LLC, a Delaware limited liability company ("Parent"), MAJESTIC INVESTOR CAPITAL
CORP., a Delaware corporation ("MICC") (Parent and MICC are referred to
hereinafter each individually as a "Debtor," and individually and collectively,
jointly and severally, as the "Debtors"), in favor of FOOTHILL CAPITAL
CORPORATION, a California corporation ("Secured Party").

                  WHEREAS, Parent, Borrowers and Secured Party are,
contemporaneously herewith, entering into that certain Loan and Security
Agreement of even date herewith (as amended, restated, modified, renewed or
extended from time to time, the "Loan Agreement");

                  WHEREAS, each Debtor has executed that certain General
Continuing Guaranty, of even date herewith, in favor of Secured Party (the
"Guaranty"), respecting certain obligations of Borrowers owing to Secured Party
under the Loan Agreement;

                  WHEREAS, each Debtor desires to secure its obligations under
the Loan Documents to which it is party (including the Guaranty) by granting to
Secured Party security interests in the Collateral as set forth herein; and

                  WHEREAS, each Debtor will benefit by virtue of the loans from
Secured Party to Borrowers.

                  NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
each intending to be bound hereby, Secured Party and each Debtor agree as
follows:

                  1.       DEFINITIONS AND CONSTRUCTION.

                           1.1. DEFINITIONS. All capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in the
Loan Agreement. As used in this Agreement, the following terms shall have the
following definitions:

                  "Accounts" shall mean all of each Debtor's now owned or
hereafter acquired right, title, and interest with respect to "accounts" (as
that term is defined in the Code), and any and all supporting obligations in
respect thereof.

                  "Agreement" shall mean this Security Agreement and any
extensions, riders, supplements, notes, amendments, or modifications to or in
connection with this Security Agreement.


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                  "Bankruptcy Code" shall mean the United States Bankruptcy Code
(11 U.S.C. Section 101 et seq.), as amended, and any successor statute.

                  "Borrower" and "Borrowers" shall have the meaning ascribed to
such terms in the Loan Agreement.

                  "Code" shall mean the California Uniform Commercial Code as in
effect from time to time.

                  "Collateral" shall mean each of the following: the Accounts;
the Debtor's Books; the Equipment; the General Intangibles; the Inventory; the
Investment Property; the Negotiable Collateral; any money, or other assets of
each Debtor which now or hereafter come into the possession, custody, or control
of Secured Party; and the proceeds and products, whether tangible or intangible,
of any of the foregoing, including proceeds of insurance covering any or all of
the Collateral, and any and all Accounts, Debtor's Books, Equipment, General
Intangibles, Inventory, Investment Property, Negotiable Collateral, money,
deposit accounts, or other tangible or intangible property resulting from the
sale, exchange, collection, or other disposition of any of the foregoing, or any
portion thereof or interest therein, and the proceeds thereof.

                  "Control Agreement" shall mean a control agreement, in form
and substance reasonably satisfactory to Secured Party, executed and delivered
by the applicable Debtor, Secured Party, and the applicable securities
intermediary with respect to a Securities Account or bank with respect to a
deposit account.

                  "Debtor's Books" shall mean each Debtor's now owned or
hereafter acquired books and records (including all of its Records indicating,
summarizing, or evidencing its assets (including the Collateral) or liabilities,
all of its Records relating to its business operations or financial condition,
and all of its goods or General Intangibles related to such information).

                  "Debtor" and "Debtors" shall have the meanings ascribed to
such terms in the preamble of this Agreement.

                  "Equipment" shall mean all of each Debtors' now owned or
hereafter acquired right, title, and interest with respect to equipment,
machinery, machine tools, motors, furniture, furnishings, fixtures, vehicles
(including motor vehicles), tools, parts, goods (other than consumer goods, farm
products, or Inventory), wherever located, including all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing.

                  "Event of Default" shall have the meaning ascribed to it in
Section 6.

                  "General Intangibles" shall mean all of each Debtor's now
owned or hereafter acquired right, title, and interest with respect to general
intangibles (including payment intangibles, contract rights, rights to payment,
rights arising under common law, statutes, or

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regulations, choses or things in action, goodwill, patents, trade names,
trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
rights to payment and other rights under any royalty or licensing agreements,
infringement claims, computer programs, information contained on computer disks
or tapes, software, literature, reports, catalogs, money, deposit accounts,
insurance premium rebates, tax refunds, and tax refund claims), and any and all
supporting obligations in respect thereof, and any other personal property other
than goods, Accounts, Investment Property, and Negotiable Collateral.

                  "Guaranty" shall have the meaning ascribed to such term in the
recitals to this Agreement.

                  "Indebtedness" shall mean (a) all obligations of a Debtor for
borrowed money, (b) all obligations of a Debtor evidenced by bonds, debentures,
notes, or other similar instruments and all reimbursement or other obligations
of a Debtor in respect of letters of credit, bankers acceptances, interest rate
swaps, or other financial products, (c) all obligations of a Debtor under
Capital Leases, (d) all obligations or liabilities of others secured by a Lien
on any asset of a Debtor, irrespective of whether such obligation or liability
is assumed, (e) all obligations of a Debtor for the deferred purchase price of
assets (other than trade debt incurred in the ordinary course of a Debtor's
business and repayable in accordance with customary trade practices), and (f)
any obligation of a Debtor guaranteeing or intended to guarantee (whether
directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with
recourse to a Debtor) any obligation of any other Person.

                  "Indemnified Liabilities" shall have the meaning ascribed to
it in Section 9.3.

                  "Indemnified Person" shall have the meaning ascribed to it in
Section 9.3.

                  "Inventory" shall mean all of each Debtor's now owned or
hereafter acquired right, title, and interest with respect to inventory,
including goods held for sale or lease or to be furnished under a contract of
service, goods that are leased by each such Debtor as lessor, goods that are
furnished by each such Debtor under a contract of service, and raw materials,
work in process, or materials used or consumed in each such Debtor's business.

                  "Investment Property" shall mean all of a Debtor's now owned
or hereafter acquired right, title, and interest with respect to "investment
property" as that term is defined in the Code, and any and all supporting
obligations in respect thereof.

                  "Loan Agreement" shall have the meaning ascribed to such term
in the recitals to this Agreement.

                  "Material Adverse Change" shall mean (a) a material adverse
change in the business, prospects, operations, assets, liabilities or condition
(financial or otherwise) of the Debtors, taken as a whole, (b) a material
impairment of the Debtors' (taken as a whole) ability to perform their
obligations under the Loan Documents or of the Secured Party's ability to
enforce the Obligations or realize upon the Collateral, or (c) a material
impairment

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of the enforceability or priority of Secured Party's Liens with respect to the
Collateral as a result of an action or failure to act on the part of a Debtor.

                  "Negotiable Collateral" shall mean all of each Debtor's now
owned and hereafter acquired right, title, and interest with respect to letters
of credit, letter of credit rights, instruments, promissory notes, drafts,
documents, and chattel paper (including electronic chattel paper and tangible
chattel paper), and any and all supporting obligations in respect thereof.

                  "Parent" shall have the meaning ascribed to such term in the
preamble of this Agreement.

                  "Permitted Protest" shall mean the right of a Debtor to
protest any Lien (other than any such Lien that secures the Secured
Obligations), taxes (other than payroll taxes or taxes that are the subject of a
United States federal tax lien), or rental payment, provided that (a) a reserve
with respect to such obligation is established on the applicable Debtor's Books
in such amount as is required under GAAP, (b) any such protest is instituted
promptly and prosecuted diligently by the applicable Debtor in good faith, and
(c) Secured Party is satisfied that, while any such protest is pending, there
will be no impairment of the enforceability, validity, or priority of any of
Secured Party's Liens.

                  "Secured Obligations" shall mean, with respect to each Debtor,
all liabilities, Obligations, or undertakings owing by each such Debtor to
Secured Party of any kind or description arising out of or outstanding under,
advanced or issued pursuant to, or evidenced by the Guaranty, the other Loan
Documents to which each such Debtor is a party, or this Agreement, irrespective
of whether for the payment of money, whether direct or indirect, absolute or
contingent, due or to become due, voluntary or involuntary, whether now existing
or hereafter arising, and including all interest (including interest that
accrues after the filing of a case under the Bankruptcy Code) and any and all
costs, fees (including attorneys' fees), and expenses which each such Debtor is
required to pay pursuant to any of the foregoing, by law, or otherwise.

                  "Secured Party's Liens" shall mean the Liens granted by each
Debtor to Secured Party under this Agreement or the other Loan Documents to
which each such Debtor is a party.

                  "Voidable Transfer" shall have the meaning ascribed to it in
Section 14.8.

                           1.2. CODE. Any terms used in this Agreement which are
defined in the Code shall be construed and defined as set forth in the Code
unless otherwise defined herein.

                           1.3. CONSTRUCTION. Unless the context of this
Agreement clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the term "including" is
not limiting, and the term "or" has, except where otherwise indicated, the
inclusive meaning represented by the phrase "and/or." The words

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"hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement. Section, subsection, clause, schedule, and exhibit references are to
this Agreement unless otherwise specified. Any reference in this Agreement or in
any of the other Loan Documents shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, and
supplements, thereto and thereof, as applicable. In the event of a direct
conflict between the terms and provisions of this Agreement and the Loan
Agreement, it is the intention of the parties hereto that both such documents
shall be read together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, the terms and provisions of the Loan
Agreement shall control and govern; provided, however, that the inclusion herein
of additional obligations on the part of each Debtor and supplemental rights and
remedies in favor of Secured Party in each case in respect of the Collateral,
shall not be deemed a conflict with the Loan Agreement.

                           1.4. SCHEDULES AND EXHIBITS. All of the schedules and
exhibits attached to this Agreement shall be deemed incorporated herein by
reference.

                  2.       CREATION OF SECURITY INTEREST.

                           2.1. GRANT OF SECURITY INTEREST. Each Debtor hereby
grants to Secured Party a continuing security interest in all of its right,
title, and interest in all currently existing and hereafter acquired or arising
Collateral in order to secure prompt repayment of any and all of the Secured
Obligations in accordance with the terms and conditions of the Loan Documents
and in order to secure prompt performance by each Debtor of each such Debtor's
covenants and duties under the Loan Documents. Secured Party's Liens in and to
the Collateral shall attach to all Collateral without further act on the part of
Secured Party or any Debtor. Anything contained in this Agreement or any other
Loan Document to the contrary notwithstanding, except for Permitted
Dispositions, no Debtor has authority, express or implied, to dispose of any
item or portion of the Collateral.

                           2.2. NEGOTIABLE COLLATERAL. In the event that any
Collateral, including proceeds, is evidenced by or consists of Negotiable
Collateral, and if and to the extent that perfection or priority of Secured
Party's security interest is dependent on or enhanced by possession, the
applicable Debtor, promptly upon the request of Secured Party shall endorse and
deliver physical possession of such Negotiable Collateral to Secured Party.

                           2.3. COLLECTION OF ACCOUNTS, GENERAL INTANGIBLES,
NEGOTIABLE COLLATERAL. At any time after the occurrence and during the
continuation of an Event of Default, Secured Party or Secured Party's designee
may (a) notify Account Debtors of any Debtor that the Accounts, chattel paper,
or General Intangibles have been assigned to Secured Party or that Secured Party
has a security interest therein, or (b) collect the Accounts, chattel paper, or
General Intangibles directly and charge the reasonable collection costs and
expenses to the Loan Account. Each Debtor agrees that it will hold in trust for
Secured Party as Secured Party's trustee, any Collections that it receives and
promptly will

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deliver said Collections to Secured Party or a Cash Management Bank in their
original form as received by the applicable Debtor.

                           2.4. DELIVERY OF ADDITIONAL DOCUMENTATION REQUIRED.
At any time upon the request of Secured Party, each Debtor shall execute and
deliver to Secured Party any and all financing statements, original financing
statements in lieu of continuation statements, fixture filings, security
agreements, pledges, assignments, endorsements of certificates of title, and all
other documents (the "Additional Documents") that Secured Party may request in
its Permitted Discretion, in form and substance satisfactory to Secured Party,
to perfect and continue perfected or better perfect Secured Party's Liens in the
Collateral (whether now owned or hereafter arising or acquired), and in order to
fully consummate all of the transactions contemplated hereby and under the other
Loan Documents. In addition, on such periodic basis as Secured Party shall
reasonably require, each Debtor shall (a) provide Secured Party with a report of
all new patentable, copyrightable, or trademarkable materials acquired or
generated by such Debtor during the prior period, (b) cause all patents,
copyrights, and trademarks acquired or generated by such Debtor that are
necessary in the conduct of such Debtor's business and that are not already the
subject of a registration with the appropriate filing office (or an application
therefor diligently prosecuted) to be registered with such appropriate filing
office in a manner sufficient to impart constructive notice of such Debtor's
ownership thereof, unless the applicable Debtor, with respect to patents and
trademarks, but not copyrights, in its commercially reasonable discretion,
determined otherwise, and (c) cause to be prepared, executed, and delivered to
Secured Party supplemental schedules to the applicable Loan Documents to
identify such patents, copyrights, and trademarks as being subject to the
security interests created thereunder.

                           2.5. POWER OF ATTORNEY. Each Debtor hereby
irrevocably makes, constitutes, and appoints Secured Party (and any of Secured
Party's officers, employees, or agents designated by Secured Party), as such
Debtor's true and lawful attorney, with power to: (a) if such Debtor refuses to,
or fails timely to execute and deliver any of the documents described in Section
2.4, sign the name of such Debtor on any of the documents described in Section
2.4; (b) at any time that an Event of Default has occurred and is continuing,
sign such Debtor's name on any invoice or bill of lading relating to the
Collateral, drafts against Account Debtors, or notices to Account Debtors; (c)
send requests for verification of Accounts; (d) endorse such Debtor's name on
any Collection item that may come into Secured Party's possession; (e) at any
time that an Event of Default has occurred and is continuing, make, settle, and
adjust all claims under such Debtor's policies of insurance and make all
determinations and decisions with respect to such policies of insurance; and (f)
at any time that an Event of Default has occurred and is continuing, settle and
adjust disputes and claims respecting the Accounts, chattel paper, or General
Intangibles directly with Account Debtors, for amounts and upon terms which
Secured Party determines to be reasonable, and Secured Party may cause to be
executed and delivered any documents and releases which Secured Party determines
to be necessary. The appointment of Secured Party as each Debtor's attorney, and
each and every one of Secured Party's rights and powers, being coupled with an
interest, is irrevocable until, and shall terminate when, all of the

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Secured Obligations have been fully and finally repaid and performed and Secured
Party's obligation to extend credit under the Loan Agreement is terminated.

                           2.6. RIGHT TO INSPECT. Secured Party (through any of
its officers, employees or agents), shall have the right, from time to time
hereafter, to inspect each Debtor's Books and to check, test and appraise the
Collateral in order to verify such Debtor's financial condition or the amount,
quality, value, condition of, or any other matter relating to, the Collateral.
Notwithstanding the foregoing, so long as no Event of Default has occurred and
is continuing, such visits and inspections by Secured Party must be coordinated
with the applicable Debtor so as to limit the aggregate of all such visits and
inspections to twice during each fiscal year.

                  3.       REPRESENTATIONS AND WARRANTIES.

                  Each Debtor represents and warrants as follows:

                           3.1. NO PRIOR ENCUMBRANCES. Such Debtor has good and
indefeasible title to the Collateral, free and clear of Liens except for
Permitted Liens.

                           3.2. PLACE OF BUSINESS/CHIEF EXECUTIVE OFFICE; FEIN.
The chief executive office of such Debtor and all other locations at which such
Debtor has a place of business are set forth on Schedule 3.2. Such Debtor's FEIN
is set forth on Schedule 3.2.

                           3.3. EQUIPMENT. All of such Debtor's Equipment is
used or held for use in each Debtor's business and is fit for such purposes.

                           3.4. LOCATION OF INVENTORY AND EQUIPMENT. Such
Debtor's Inventory and Equipment are not stored with a bailee, warehouseman, or
similar party and are located only at the locations identified on Schedule 3.4.

                           3.5. INVENTORY RECORDS. Such Debtor keeps correct and
accurate records itemizing and describing the type, quality, and quantity of its
Inventory, and the book value thereof.

                           3.6. DUE ORGANIZATION AND QUALIFICATION. Such Debtor
is duly organized and is existing and in good standing under the laws of the
jurisdiction of its organization and is qualified and licensed to do business
in, and is in good standing in, any state where the failure to be so licensed or
qualified could reasonably be expected to result in a Material Adverse Change.

                           3.7. DUE AUTHORIZATION; NO CONFLICT. The execution,
delivery, and performance of this Agreement, the Guaranty, and any other Loan
Document to which such Debtor is a party are within such Debtor's powers, have
been duly authorized, and are not in conflict with, nor constitute a breach of,
any provision contained in the applicable Debtor's Governing Documents, or any
partnership or trust agreement pertaining to such Debtor, nor

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will they constitute an event of default under any material agreement to which
such Debtor is now or may hereafter become a party.

                           3.8. LITIGATION. Other than those matters disclosed
on Schedule 5.10 to the Loan Agreement, there are no actions, suits, or
proceedings pending or, to the best knowledge of such Debtor, threatened against
such Debtor, or any of its Subsidiaries, as applicable, except for: (a) matters
that are fully covered by insurance (subject to customary deductibles), and (b)
matters arising after the Closing Date that, if decided adversely to such
Debtor, or any of its Subsidiaries, as applicable, reasonably could not be
expected to result in a Material Adverse Change.

                           3.9.     FRAUDULENT TRANSFER.

                                    (a) The Debtors, taken as a whole, are
Solvent.

                                    (b) No transfer of property is being made by
a Debtor and no obligation is being incurred by a Debtor in connection with the
transactions contemplated by this Agreement or the other Loan Documents with the
intent to hinder,
delay, or defraud either present or future creditors of any Debtor.

                           3.10. RELIANCE BY SECURED PARTY; CUMULATIVE. The
warranties, representations, and agreements set forth herein shall be
conclusively presumed to have been relied upon by Secured Party and shall be
cumulative and in addition to any and all other warranties, representations, and
agreements which any Debtor shall now or hereinafter give, or cause to be given,
to Secured Party.

                  4.       AFFIRMATIVE COVENANTS.

                  Each Debtor covenants and agrees that, until full and final
payment of the Secured Obligations, and unless Secured Party shall otherwise
consent in writing, such Debtor shall do all of the following:

                           4.1. SCHEDULES OF ACCOUNTS. With such regularity as
Secured Party shall require (subject to Section 6.2 of the Loan Agreement),
provide Secured Party with schedules describing all Accounts. Secured Party's
failure to request such schedules or any Debtor's failure to execute and deliver
such schedules shall not affect or limit Secured Party's security interests or
other rights in and to the Accounts.

                           4.2. INVENTORY REPORTING. With such regularity as
Secured Party shall require (subject to Section 6.2 of the Loan Agreement),
execute and deliver to Secured Party a report regarding such Debtor's Inventory
specifying such Debtor's cost therefor and further specifying such other
information as Secured Party may reasonably request.

                           4.3. TITLE TO EQUIPMENT. Upon Secured Party's
reasonable request, deliver to Secured Party properly endorsed, any and all
evidences of ownership of,

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certificates of title, or applications for title to any items of material
Equipment for which such certificates are available.

                           4.4. SECURED PARTY EXPENSES. Promptly and without
demand, reimburse Secured Party for all sums expended by Secured Party which
constitute Lender Expenses and such Debtor hereby authorizes and approves all
advances and payments by Secured Party for items constituting Lender Expenses.

                           4.5. COVENANTS IN LOAN AGREEMENT. Comply with each of
the affirmative covenants which are set forth in Section 6 of the Loan Agreement
as if such Debtor were a party thereto.

                  5.       NEGATIVE COVENANTS.

                  Each Debtor covenants and agrees that until full and final
payment of the Secured Obligations, it will comply with each of the negative
covenants which are set forth in Section 7 of the Loan Agreement as if such
Debtor were a party thereto.

                  6.       EVENTS OF DEFAULT.

                  Any one or more of the following events shall constitute an
event of default (each, an "Event of Default") under this Agreement:

                                    (a) The occurrence of an Event of Default
(as defined in the Loan Agreement);

                                    (b) If a Debtor makes any payment on account
of Indebtedness that has been contractually subordinated in right of payment to
the payment of the Secured Obligations, except to the extent such payment is
permitted by the terms hereof and by the subordination provisions applicable to
such Indebtedness; or

                                    (c) If this Agreement or any other Loan
Document that purports to create a Lien, shall, for any reason, fail or cease to
create a valid and perfected and, except to the extent permitted by the terms
hereof or thereof, first priority Lien on or security interest in the Collateral
covered hereby or thereby.

                  7.       SECURED PARTY'S RIGHTS AND REMEDIES.

                           7.1. RIGHTS AND REMEDIES. Upon the occurrence of an
Event of Default, the security hereby constituted shall become enforceable and,
in addition to all other rights and remedies available to Secured Party as
provided hereafter, Secured Party may, at its election, without notice of its
election and without demand, do any one or more of the following, all of which
are authorized by each Debtor:

                                    (a) Proceed directly and at once, without
notice, against any Debtor to collect and recover the full amount or any portion
of the Secured Obligations,

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without first proceeding against Borrowers, or against any security or
collateral for the Secured Obligations;

                                    (b) Without notice to any Debtor and
regardless of the acceptance of any security or collateral for the payment
hereof, appropriate and apply toward the payment of the Secured Obligations (i)
any indebtedness due or to become due from Secured Party to any Debtor and (ii)
any moneys, credits or other property belonging to a Debtor at any time held by
or coming into the possession of Secured Party;

                                    (c) Exercise in respect of the Collateral,
in addition to other rights and remedies provided for herein and in the Guaranty
or otherwise available to it, all the rights and remedies available to it at law
(including those of a secured party under the Code) or in equity;

                                    (d) Settle or adjust disputes and claims
directly with Account Debtors for amounts and upon terms which Secured Party
considers advisable, and in such cases, Secured Party will credit the Loan
Account with only the net amounts received by Secured Party in payment of such
disputed Accounts after deducting all Lender Expenses incurred or expended in
connection therewith;

                                    (e) Cause each Debtor to hold all returned
Inventory in trust for Secured Party, segregate all returned Inventory from all
other property of such Debtor or in such Debtor's possession and conspicuously
label said returned Inventory as the property of Secured Party for the benefit
thereof;

                                    (f) Without notice or demand upon any
Debtor, make such payments and do such acts as Secured Party considers necessary
or reasonable to protect its security interest in the Collateral. Each Debtor
agrees to assemble the Collateral if Secured Party so requires, and to make the
Collateral available to Secured Party as Secured Party may designate. Each
Debtor authorizes Secured Party to enter the premises where the Collateral is
located, to take and maintain possession of the Collateral, or any part of it,
and to pay, purchase, contest, or compromise any encumbrance, charge, or lien
which in Secured Party's determination appears to be prior or superior to its
security interest and to pay all expenses incurred in connection therewith. With
respect to any of the Debtors' owned premises, each Debtor hereby grants Secured
Party a license to enter into possession of such premises and to occupy the
same, without charge, for up to one hundred twenty (120) days in order to
exercise any of Secured Party's rights or remedies provided herein, at law, in
equity, or otherwise;

                                    (g) Ship, reclaim, recover, store, finish,
maintain, repair, prepare for sale, advertise for sale, and sell (in the manner
provided for herein) the Collateral. Secured Party is hereby granted a license
or other right to use, without charge, each Debtor's labels, patents,
copyrights, rights of use of any name, trade secrets, trade names, trademarks,
service marks, and advertising matter, or any property of a similar nature, as
it pertains to the Collateral, in completing production of advertising for sale
and selling any Collateral, and


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each Debtor's rights under all licenses and all franchise agreements shall inure
to Secured Party's benefit;

                                    (h) Sell all or any part of the Collateral
at either a public or private sale, or both, by way of one or more contracts or
transactions, for cash or on terms, in such manner and at such places (including
a Debtor's premises) as Secured Party determines is commercially reasonable. It
is not necessary that the Collateral be present at any such sale;

                                    (i) Secured Party shall give notice of the
disposition of the Collateral as follows:

                                    (i) Secured Party shall give the applicable
                           Debtor a notice in writing of the time and place of
                           public sale, or, if the sale is a private sale or
                           some other disposition other than a public sale is to
                           be made of the Collateral, then the time on or after
                           which the private sale or other disposition is to be
                           made; and

                                    (ii) The notice shall be personally
                           delivered or mailed, postage prepaid, to the
                           applicable Debtor as provided in Section 10, at least
                           ten (10) days before the earliest time of disposition
                           set forth in the notice; no notice needs to be given
                           prior to the disposition of any portion of the
                           Collateral that is perishable or threatens to decline
                           speedily in value or that is of a type customarily
                           sold on a recognized market;

                                    (j) Secured Party may credit bid and
purchase at any public sale;

                                    (k) Secured Party may seek the appointment
of a receiver or keeper to take possession of all or any portion of the
Collateral or to operate same and, to the maximum extent permitted by law, may
seek the appointment of such a receiver without the requirement of prior notice
or a hearing;

                                    (l) Secured Party shall have all other
rights and remedies available at law or in equity or pursuant to any other Loan
Document; and

                                    (m) Any deficiency that exists after
disposition of the Collateral as provided above will be paid immediately by the
Debtors. Any excess will be returned, without interest and subject to the rights
of third Persons, by Secured Party to the applicable Debtor.

                          7.2. REMEDIES CUMULATIVE. Secured Party's rights and
remedies under this Agreement, the other Loan Documents, and all other
agreements shall be cumulative. Secured Party shall have all other rights and
remedies not inconsistent herewith as provided under the Code, by law, or in
equity. No exercise by Secured Party of one right

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or remedy shall be deemed an election, and no waiver by Secured Party of any
Event of Default on a Debtor's part shall be deemed a continuing waiver. No
delay by Secured Party shall constitute a waiver, election, or acquiescence by
it.

                  8. TAXES AND EXPENSES REGARDING THE COLLATERAL. If any Debtor
fails to pay any monies (whether taxes, rents, assessments, insurance premiums,
or, in the case of leased properties or assets, rents or other amounts payable
under such leases) due to third Persons, or fails to make any deposits or
furnish any required proof of payment or deposit, all as required under the
terms of this Agreement, then, Secured Party, in its sole discretion and without
prior notice to any Debtor, may do any or all of the following: (a) make payment
of the same or any part thereof; (b) set up such reserves in the Loan Account as
Secured Party deems necessary to protect Secured Party from the exposure created
by such failure; or (c) in the case of the failure to comply with Section 6.8 of
the Loan Agreement, obtain and maintain insurance policies insuring each
Debtor's ownership and use of the Collateral, and take any action with respect
to such policies as Secured Party deems prudent. Any amounts paid or deposited
by Secured Party shall constitute Lender Expenses, shall immediately become
additional Secured Obligations, shall bear interest at the applicable rate
described in the Loan Document, and shall be secured by the Collateral. Any
payments made by Secured Party shall not constitute an agreement by Secured
Party to make similar payments in the future or a waiver by Secured Party of any
Event of Default under this Agreement. Secured Party need not inquire as to, or
contest the validity of, any such expense, tax, security interest, encumbrance,
or lien and the receipt of the usual official notice for the payment thereof
shall be conclusive evidence that the same was validly due and owing. Secured
Party shall use its best efforts to provide notice to the applicable Debtor of
any action taken by it under this Section 8.

                  9.       WAIVERS; INDEMNIFICATION.

                          9.1. DEMAND; PROTEST; ETC. To the extent permitted by
law, each Debtor waives demand, protest, notice of protest, notice of default or
dishonor, notice of payment and nonpayment, notice of any default, nonpayment at
maturity, release, compromise, settlement, extension, or renewal of accounts,
documents, instruments, chattel paper, and guarantees at any time held by
Secured Party on which such Debtor may in any way be liable.

                          9.2. SECURED PARTY'S LIABILITY FOR COLLATERAL. So long
as Secured Party complies with its obligations, if any, under Section 9-207 of
the Code, Secured Party shall not in any way or manner be liable or responsible
for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto
occurring or arising in any manner or fashion from any cause; (c) any diminution
in the value thereof; or (d) any act or default of any carrier, warehouseman,
bailee, forwarding agency, or other Person. All risk of loss, damage, or
destruction of the Collateral shall be borne by the Debtors.

                          9.3. INDEMNIFICATION. Each Debtor agrees to defend,
indemnify, save, and hold the Lender-Related Persons and each of their
respective officers, employees,

                                       12
<PAGE>
and agents (each an "Indemnified Person") harmless against: (a) all obligations,
demands, claims, and liabilities claimed or asserted by any other Person, and
(b) all losses (including reasonable attorneys' fees and disbursements) in any
way suffered, incurred, or paid by Secured Party as a result of or in any way
arising out of, following, or consequential to transactions with Borrowers or
the Debtors, whether under this Agreement, the other Loan Documents or otherwise
(all of the foregoing, collectively, the "Indemnified Liabilities").
Notwithstanding the foregoing, no Debtor shall have any obligation under this
Section 9.3 with respect to any Indemnified Liability that resulted from the
gross negligence or willful misconduct of such Indemnified Person. This
provision shall survive the termination of this Agreement.

                  10. NOTICES. All notices and other communications hereunder to
Secured Party shall be in writing and shall be mailed, sent or delivered in
accordance with the Loan Agreement and all notices and other communications
hereunder to a Debtor shall be in writing and shall be mailed, sent or delivered
in care of Parent in accordance with the Loan Agreement.

                  11. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THE VALIDITY
OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE
RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE PARTIES
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA OR, AT THE SOLE OPTION OF SECURED
PARTY IN ANY OTHER COURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. EACH DEBTOR AND SECURED PARTY WAIVES, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 11.

                  EACH DEBTOR AND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH DEBTOR AND SECURED PARTY REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF

                                       13
<PAGE>
LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.

                  12. DESTRUCTION OF DEBTORS' DOCUMENTS. All documents,
schedules, agings, or other papers delivered to Secured Party may be destroyed
or otherwise disposed of by Secured Party four (4) months after they are
delivered to or received by Secured Party, unless the applicable Debtor
requests, in writing, the return of said documents, schedules or other papers
and makes arrangements, at such Debtor's expense, for their return.

                  13. RELEASE OF COLLATERAL. Upon any sale, license or other
disposition of assets of any Debtor constituting Collateral permitted under the
Loan Documents, the security interest and other rights granted hereunder with
respect to such Collateral shall be automatically terminated and released, and
Secured Party, at the request of the applicable Debtor, will execute and deliver
to such Debtor the proper instruments (including UCC termination statements)
acknowledging the release of Secured Party's security interest in such
Collateral and will file such instruments with the United States Patent and
Trademark Office and the United States Copyright Office as may be necessary to
evidence the release of Secured Party's security interest in such Collateral.

                  14.      GENERAL PROVISIONS.

                          14.1. EFFECTIVENESS. This Agreement shall be binding
and deemed effective when executed by each Debtor and accepted and executed by
Secured Party.

                          14.2. SUCCESSORS AND ASSIGNS. This Agreement shall
bind and inure to the benefit of the respective successors and assigns of each
of the parties; provided, however, that no Debtor may assign this Agreement or
any rights or duties hereunder without Secured Party's prior written consent and
any prohibited assignment shall be absolutely void. No consent to an assignment
by Secured Party shall release the applicable Debtor from its Secured
Obligations. Secured Party may assign this Agreement and its rights and duties
hereunder and no consent or approval by any Debtor is required in connection
with any such assignment. Secured Party reserves the right to sell, assign,
transfer, negotiate, or grant participations in all or any part of, or any
interest in its rights and benefits hereunder. In connection therewith, Secured
Party may disclose all documents and information which Secured Party now or
hereafter may have relating to any Debtor or any Debtor's business. To the
extent that Secured Party assigns its rights and obligations to a third Person,
Secured Party thereafter shall be released from such assigned obligations to
each of the Debtors and such assignment shall effect a novation between each of
the Debtors and such third Person.

                          14.3. SECTION HEADINGS. Headings and numbers have been
set forth herein for convenience only. Unless the contrary is compelled by the
context, everything contained in each section applies equally to this entire
Agreement.

                          14.4. INTERPRETATION. Neither this Agreement nor any
uncertainty or ambiguity herein shall be construed or resolved against Secured
Party or any Debtor, whether

                                       14
<PAGE>
under any rule of construction or otherwise. On the contrary, this Agreement has
been reviewed by all parties and shall be construed and interpreted according to
the ordinary meaning of the words used so as to fairly accomplish the purposes
and intentions of all parties hereto.

                          14.5. SEVERABILITY OF PROVISIONS. Each provision of
this Agreement shall be severable from every other provision of this Agreement
for the purpose of determining the legal enforceability of any specific
provision.

                          14.6. AMENDMENTS IN WRITING. This Agreement can only
be amended by a writing signed by Secured Party and each Debtor.

                          14.7. COUNTERPARTS; TELEFACSIMILE EXECUTION. This
Agreement may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart
of this Agreement by telefacsimile shall be equally as effective as delivery of
an original executed counterpart of this Agreement. Any party delivering an
executed counterpart of this Agreement by telefacsimile also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.

                          14.8. REVIVAL AND REINSTATEMENT OF OBLIGATIONS. If the
incurrence or payment of the Secured Obligations by a Debtor or the transfer by
a Debtor to Secured Party of any property of a Debtor should for any reason
subsequently be declared to be void or voidable under any state or federal law
relating to creditors' rights, including provisions of the Bankruptcy Code
relating to fraudulent conveyances, preferences, and other voidable or
recoverable payments of money or transfers of property (collectively, a
"Voidable Transfer"), and if Secured Party is required to repay or restore, in
whole or in part, any such Voidable Transfer, or elects to do so upon the
reasonable advice of its counsel, then, as to any such Voidable Transfer, or the
amount thereof that Secured Party is required or elects to repay or restore, and
as to all reasonable costs, expenses, and attorneys' fees of Secured Party
related thereto, the liability of each of the Debtors automatically shall be
revived, reinstated, and restored and shall exist as though such Voidable
Transfer had never been made.

                          14.9. GAMING LAWS. All rights, remedies and powers
provided in this Agreement or any other agreement related to the Loan Agreement
may be exercised only to the extent that the exercise thereof does not violate
any Applicable Gaming Laws and Liquor Laws and all provisions of the Agreement
are intended to be subject to the Applicable Gaming Laws and Liquor Laws and to
be limited solely to the extent necessary to not render the provisions of this
Agreement invalid or unenforceable, in whole or in part. Lender will timely
apply for and receive all required approvals of the applicable Gaming Authority
under Applicable Gaming Laws (including but not limited to 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

                                       15
<PAGE>
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 applicable
Liquor Laws for the sale of liquor and other alcoholic beverages.



                            [Signature page follows]



<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

                                          MAJESTIC INVESTOR HOLDINGS, LLC,
                                          a Delaware limited liability company

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

                                          MAJESTIC INVESTOR CAPITAL CORP.,
                                          a Delaware corporation

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


                                          FOOTHILL CAPITAL CORPORATION,
                                          a California corporation

                                          By: /s/ Kevin M. Coyle
                                              ---------------------
                                          Name: Kevin M. Coyle
                                              ---------------------
                                          Title: Sr. Vice President
                                              ---------------------

                                   S-1