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                                                                   EXHIBIT 10.3


[ILLEGIBLE]
Order No. 1999-16269 RB
Escrow No. 1999-16269 TD


                      DEED OF TRUST AND SECURITY AGREEMENT
                           AND TO SECURE PERFORMANCE

THE STATE OF NEVADA             )
                                )  SS.      KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF WASHOE                )

         That the undersigned, FITZGERALDS RENO, INC., a Nevada corporation,
hereinafter called "Grantors" (whether one or more), whose address for notice
hereunder 300 E. Second Street, Suite 1500, Reno, Nevada 89501, of Washoe
County, Nevada in consideration of TEN AND NO/100 DOLLARS ($10.00) cash in hand
paid by John R. Jones, hereinafter called "Trustee," whose address for notice is
1301 McKinney, Suite 3550, Houston, Texas 77010, the receipt of which payment is
hereby acknowledged and confessed, and of the debt and trust hereinafter
mentioned, have Granted, Bargained, Sold and Conveyed, and by these presents do
Grant, Bargain, Sell and Convey unto Trustee, and unto the successor or
substitute Trustee hereinafter provided, with the power of sale the following
property situated in Washoe County, Nevada:

         The "Leasehold Estate" created by that certain Ground Lease dated March
1, 1978 between Southern Pacific Transportation Company, a Delaware corporation
("Southern Pacific") and Donald L. Wilkerson ("Wilkerson"), as amended by that
certain (i) Supplemental Agreement dated February 22, 1979 between Southern
Pacific and Wilkerson, (ii) Supplemental Agreement dated July 16, 1984 between
Southern Pacific and Plaza Investments, a Nevada general partnership, (iii)
Memorandum Confirming Rent Adjustment dated January 1, 1989 between Southern
Pacific and Plaza Investments, and (iv) Deed of Correction and Reformation and
Boundary Line Adjustment Agreement dated January 26, 2000; between Union Pacific
Railroad Company, G and S Investment Company, a Nevada limited partnership, and
Scout Development Corporation, covering the land more fully described on Exhibit
A, attached hereto and made a part hereof for all purposes, recorded in the
official records of the Washoe County Recorder as instrument no. 2417486, and
the Record of Survey referenced therein and recorded in the official records of
the Washoe County Recorder as instrument no. 2417487; together with all
buildings and other improvements thereon and hereafter placed thereon, and all
fixtures, materials, equipment, apparatus, utility capacity and rights,
furniture, furnishings and other property, real and personal, now or hereafter
installed or used on the above-described property or the improvements thereon,
including, but not limited to, all heating, lighting, refrigeration, plumbing,
ventilating, incinerating, water-heating, cooking and air-conditioning
equipment, fixtures and appurtenances, window screens, window shades, venetian
blinds, awnings, drapes, rugs, and other floor coverings and shrubbery and other
chattels and personal property used or furnished in connection with the
operation, use and enjoyment of the above-described property and the
improvements thereon, and all renewals, replacements and substitutions thereof
and additions thereto, all of which said property and fixtures shall be deemed
to be a part of and affixed to the above-described real property; all rents,
revenues, income and profits arising from any part of the above-described
property and the use thereof, including all rents, revenues, bonus money,
royalties, rights and benefits accruing to Grantors under all present and future
oil, gas and mineral leases on any part of the



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above-described property; and all the estate, right, title and interest of
every nature whatsoever of the Grantors in and to all of the foregoing and
every part and parcel thereof.

         TO HAVE AND TO HOLD the above-described property, together with all and
singular the rights, privileges, hereditaments and appurtenances thereunto in
anywise incident, appertaining or belonging (all of which are hereinafter called
"Premises") unto Trustee, and his successors or substitutes forever; and
Grantors hereby bind themselves, their heirs, successors, assigns and legal
representatives, to warrant and forever defend title to said Premises unto
Trustee, his successors and substitutes, against every person whomsoever
lawfully claiming or to claim the same or any part thereof.

         This conveyance is made in trust on the following trusts, terms and
conditions, and for the purpose of securing and enforcing the payment of a
certain promissory note (hereinafter called "Note") of even date herewith in the
principal sum of TWO MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($2,250,000.00) being payable in one hundred twenty (120) consecutive monthly
installments commencing one (1) month from date thereof and bearing interest
before and after maturity thereof as therein specified, containing certain
accelerating, maturity and attorney's fee collection clauses, as specified
therein, executed by Grantors and payable to the order of SCOUT DEVELOPMENT
CORPORATION (hereinafter, together with any subsequent holder of the Note,
called "Beneficiary") whose address is 1350 S. Boulder, Tulsa, Oklahoma 74119,
in lawful money of the United Sates of America; all renewals, rearrangements,
extensions and/or modifications of the Note; and all other sums of money which
may be hereafter paid or advanced by or on behalf of Beneficiary under the terms
and provisions of this Deed of Trust and Security Agreement and to Secure
Performance, hereinafter called "Deed of Trust"; any additional loans made by
Beneficiary to Grantors (it being contemplated that Beneficiary may lend
additional sums to Grantors from time to time, but shall not be obligated to do
so, and Grantors hereby agreeing that any such additional loans shall be secured
by this Deed of Trust); and any and all other indebtedness, obligations and
liabilities of any kind of the Grantors to Beneficiary, now or hereafter
existing, absolute or contingent, joint and/or several, secured or unsecured,
due, arising by operation of law or otherwise, or direct or indirect, including
indebtedness, obligations and liabilities to Beneficiary of the Grantors as a
member of any partnership, syndicate, association or other group, and whether
incurred by the Grantors as principal, surety, endorser, guarantor,
accommodation party or otherwise, and whether originally contracted with
Beneficiary or acquired by Beneficiary pursuant to a loan participation
agreement or otherwise; and for the purpose of securing and enforcing Grantors'
compliance with all of the terms, conditions and covenants set forth in the
Ground Lease, as amended, and in the "Assignment and Assumption of Ground Lease
Agreement" of even date herewith between Beneficiary, as assignor, and Grantors,
as assignee.

Grantors hereby expressly covenant and agree that:

         1. Grantors will pay the Note secured hereby in accordance with the
terms and provisions thereof. Additionally, Grantors agree to comply with all
of the terms, conditions and covenants set forth in the Ground Lease, as
amended, and in the Assignment and Assumption of Ground Lease Agreement.
Grantors' obligations to pay the Note and to comply with all of




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the terms, conditions and covenants set forth in the Ground Lease, as amended,
and in the Assignment and Assumption of Ground Lease Agreement are all
obligations secured by this Deed of Trust and are hereinafter collectively
referred to as the "indebtedness".

         2. The execution of this Deed of Trust shall not impair or affect any
other security which may be given to secure the payment of the indebtedness
secured hereby, and all such additional security shall be considered as
cumulative, any taking of additional security, execution of partial releases of
the security or any extension of time of payment of the indebtedness secured
hereby shall not diminish the force, effect or lien of this Deed of Trust and
shall not affect or impair the liability of any maker, surety or endorser for
the payment of said indebtedness.

         3. Grantors will pay before same come due and before same become
delinquent, all taxes, assessments and other charges imposed, levied or
assessed against the Premises. Grantors shall furnish to Beneficiary paid tax
receipts or other evidence satisfactory to Beneficiary on or before June 30 of
each year with respect to taxes paid on the Premises for the previous year.

         4. Grantors will keep the Premises in good condition and repair and
will not commit or permit any waste, impairment or deterioration of the same
and generally will not do any act by which the value of the above-described
Premises may become impaired. Neither shall any material improvements,
fixtures, or personal property be altered, destroyed or removed from said
Premises (unless replaced by improvements, fixtures or personal property of
equal or greater value) without the written consent of Beneficiary.

         5. On default in the prompt payment of any sums of money secured by
this Deed of Trust or upon Grantors' failure to comply with the terms,
conditions and covenants set forth in the Ground Lease, as amended, or in the
Assignment and Assumption of Ground Lease Agreement, or upon default in the
performance of any of the obligations secured hereby, Beneficiary, or any Agent
of Beneficiary, shall have the right, but not the obligation, to demand,
collect, receive, sue for and recover in its own name all presently owing or
future rents, revenues, and incomes and to apply the same to the payment of the
indebtedness secured hereby, after first deducting therefrom all expenses of
collection. On such default, Beneficiary shall also have the right to take
possession of the Premises, remove all persons therefrom and rent the same for
the account of Grantors, and employ such agents and attorneys as may be
necessary with respect thereto. Likewise, on such default, Beneficiary shall be
entitled to have a receiver appointed to take possession of the Premises and to
collect all rents, income and revenues without notice to Grantors and without
regard to the valuation of the Premises or the solvency or insolvency of
Grantors or any other person liable for any part of the indebtedness secured
hereby, and without prejudice to any other rights or remedies.

         6. If Grantors fail to pay prior to delinquency all taxes, assessments
and other charges imposed, levied or assessed against said Premises or to
maintain the insurance coverage, all as herein provided, Beneficiary may, at
its option and without waiver of any other rights granted by this Deed of Trust
for breach of the covenants contained herein, procure and pay for any such
insurance coverage and pay any such taxes, assessments and other charges,
including any sums that may be necessary to redeem the Premises from tax sale,
without





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obligation to inquire into the validity of any such taxes, assessments, charges
and tax sales, the receipts of the proper officers being conclusive evidence of
the validity and amount thereof. All amounts so paid by Beneficiary shall
immediately become due to Beneficiary, together with interest thereon from the
first day of the calendar month in which such payments were made at the rate
provided in the Note secured hereby, and all such amounts shall be added to and
become a part of the indebtedness secured by this Deed of Trust.

         7. Grantors will promptly pay all bills for labor and materials
incurred in connection with the Premises and shall never permit any lien, even
inferior to the lien hereof, to be fixed against any part of the Premises for
any such bill which is legally due and payable.

         8. Subject to the provisions of Paragraph 18 below, Beneficiary may
deal with any subsequent owner or successors in interest of the Premises or any
part thereof without notice to Grantors and without limiting or discharging the
liability of Grantors under this Deed of Trust and the indebtedness secured
hereby. Sale of the Premises, forbearance by Beneficiary, extensions of the
time of payment of the indebtedness secured hereby or acceleration of the time
for payment of the indebtedness secured hereby and the subsequent reinstatement
of same, shall not operate to release, discharge, modify, change or affect the
original liability of Grantors in whole or in part.

         9. Grantors expressly waive and renounce the benefit of all present
and future laws providing for any appraisement before sale of any of the
property covered by this Deed of Trust, commonly known as "appraisement laws",
and all present and future laws extending in any manner the time for
enforcement of collection of the indebtedness secured hereby, commonly known as
"stay laws" and "redemption laws."

         10. If, subsequent to the execution and delivery of this Deed of Trust,
it should be ascertained that there is a defect in the title of Grantors to the
Premises, or that there is a lien of any nature whatsoever on any part of the
Premises, even though inferior to the lien hereof, or if a homestead claim is
asserted to any part of the Premises adverse to this trust, or if Grantors or
any subsequent owner of the Premises or any guarantor of the indebtedness
become insolvent or bankrupt, or a receiver be appointed for their property, or
a petition for reorganization, arrangement, receivership, bankruptcy or related
proceedings be filed by or against Grantors or any subsequent owner of the
Premises, or any guarantor of the indebtedness, then in any such event any
Beneficiary shall have the right to declare the indebtedness secured hereby at
once due and payable without demand or notice, and the lien granted by this
Deed of Trust may be foreclosed.

         11. (a) If the indebtedness secured hereby is fully paid in accordance
with the terms and provisions of this instrument and the Note, and if the
covenants and agreements contained herein are kept and performed, and if the
terms, conditions and covenants set forth in the Ground Lease, as amended, and
in the Assignment and Assumption of Ground Lease Agreement are fully performed,
then this agreement shall become null and void and shall be released at the
expense of Grantors; otherwise, the same shall remain in full force and effect.
If the Note is paid and the terms, conditions and covenants set forth in the
Ground Lease, as amended, and in the Assignment and Assumption of Ground Lease
Agreement are not fully



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performed or if the Note is not paid and the terms, conditions and covenants
set forth in the Ground Lease, as amended, and in the Assignment and Assumption
of Ground Lease Agreement are fully performed, then this conveyance shall
remain in full force and affect. If default is made in the payment of any part
of the indebtedness secured hereby or in the performance of any of the
covenants and agreements contained in this instrument or in the Note, or in
the Ground Lease, as amended, or in the Assignment and Assumption of Ground
Lease Agreement, or in any document executed in connection therewith, then the
entire indebtedness secured hereby shall, at once or at any time thereafter
while any part of said indebtedness remains unpaid, at the option of any
Beneficiary, become due and payable without demand or notice (all rights to
demand and notice being hereby expressly waived), and it shall thereupon be the
duty of the above named Trustee, or his successor or substitute, as hereinafter
provided, to enforce this trust at the request of any Beneficiary (which
request shall be presumed) and to sell the Premises with or without first
having taken possession of the same and in whole or in part, as the acting
Trustee may elect (all rights to a marshalling of assets of Grantors being
expressly waived hereby), as provided by Nevada law.

                  (b) If default is made in the payment of any part of the
indebtedness secured hereby, or if default is made in the performance of any of
the terms, conditions and covenants set forth in the Ground Lease, as amended,
or in the Assignment and Assumption of Ground Lease Agreement, or in the
performance of any of the covenants and agreements contained in this instrument
or in the Note, any Beneficiary shall have the right and option to proceed with
foreclosure in satisfaction of such item or items by directing the Trustee, or
his successor or substitute as hereinafter provided, to proceed as if under a
full foreclosure, conducting the sale as herein provided, and without declaring
the whole debt due, and provided that if sale is made, shall not in any manner
affect any other obligation or obligations secured hereby, but as to such other
obligations this Deed of Trust and the liens created hereby shall remain in full
force and effect just as though no sale had been made under the provisions of
this paragraph 11(b). It is further agreed that several sales may be made
hereunder without exhausting the right of sale for any other breach of any of
the obligations secured hereby; it being the purpose to provide for a
foreclosure and sale of the Premises for any matured portion of the indebtedness
secured hereby or other items provided for herein without exhausting the power
to foreclose and to sell the Premises for any other part of the indebtedness
secured hereby whether matured at the time or subsequently maturing.

                  (c) The proceeds from any such sale shall be applied by the
acting Trustee as follows:

         FIRST: To the payment of all expenses of advertising, selling and
conveying said Premises.

         SECOND: To the payment to Beneficiary of all unpaid indebtedness and
accrued interest to the date of sale. Any abstract of title to the Premises
furnished in connection with this Deed of Trust shall be delivered and become
the property of the purchaser at said sale.

         THIRD: The balance, if any, shall be paid to Grantors.




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                  (d) The acting Trustee hereunder shall have the right to sell
the Premises in whole or in part and in such parcels and order as he may
determine, and the right of sale hereunder shall not be exhausted by one or more
sales, but successive sales may be had until all of the Premises have been
legally sold. In the event any sale hereunder is not completed or is defective
in the opinion of Beneficiary or the holder of any part of the indebtedness,
such sale shall not exhaust the power of sale hereunder, and Beneficiary or such
holder shall have the right to cause a subsequent sale or sales to be made by
the Trustee or any successor or substitute trustee. Likewise, Beneficiary may
become the purchaser at any such sale if it is the highest bidder, and shall
have the right, after paying or accounting for all costs of said sale or sales,
to credit the amount of the bid upon the amount of the indebtedness owing, in
lieu of cash payment. The purchaser or purchasers at foreclosure shall have the
right to affirm or disaffirm any lease of said Premises.

                  (e) It shall not be necessary for the acting Trustee to have
constructively in his possession any part of the real or personal property
covered by this Deed of Trust, and the title and right of possession of said
property shall pass to the purchaser or purchasers at such sale as fully as if
the same had been actually present and delivered. Likewise, on foreclosure of
this Deed of Trust whether by power of sale herein contained or otherwise,
Grantors or any person claiming any part of the Premises by, through or under
Grantors, shall not be entitled to a marshalling of assets or a sale in inverse
order of alienation.

                  (f) The recitals and statements of fact contained in any
notice or in any conveyance to the purchaser or purchasers at any such sale
shall be prima facie evidence of the truth of such facts, and all prerequisites
and requirements necessary to the validity of any such sale shall be presumed
to have been performed.

                  (g) Any sale under the powers granted by this Deed of Trust
shall be a perpetual bar against Grantors, their heirs, successors, assigns and
legal representatives.

         12. In the event of a foreclosure under the powers granted by this
Deed of Trust, Grantors, and all other persons in possession of any part of the
Premises, shall be deemed tenants at will of the purchaser at such foreclosure
sale and shall be liable for a reasonable rental for the use of the Premises;
and if any such tenants refuse to surrender possession of the Premises upon
demand, the purchaser shall be entitled to institute and maintain the statutory
action of forcible entry and detainer and procure a writ of possession
thereunder, and Grantors expressly waive all damages sustained by reason
thereof.

         13. In case of the death, inability, refusal or incapacity of the
herein named Trustee to act, or at the option of any Beneficiary at any time
and without cause or notice, a successor or substitute Trustee may be named,
constituted and appointed. Successor or substitute trustees may be named,
constituted and appointed without procuring the resignation of the former
trustee and without other formality than the execution and acknowledgment by
Beneficiary of a written instrument (which instrument, if Beneficiary is a
corporation, shall be executed by the President or any Vice President and
without the necessity of any action by the Board of Directors authorizing such
appointment) appointing and designating such successor or substitute trustee,
whereupon such successor or substitute trustee shall become vested with and


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succeed to all of the rights, titles, privileges, powers and duties of the
Trustee named herein. Such right of appointment of a substitute trustee shall
exist as often and whenever for any of said causes the original or successor or
substitute trustee cannot or will not act or has been removed as herein
provided.

         14. This Deed of Trust, the Ground Lease, as amended, and the
Assignment and Assumption of Ground Lease Agreement, have been executed and
delivered in, and the Note has been issued in the State of Nevada, and each is
to be construed in accordance with and governed by the laws of the State of
Nevada and the laws of the United States of America, as applicable. In the
event that any one or more of the provisions contained in this Deed of Trust
shall, for any reason, be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Deed of Trust. Furthermore, it is the intention of
Grantors and Beneficiary to conform strictly to applicable usury laws, as
presently in effect. Accordingly, if the transactions contemplated hereby would
be usurious under applicable law (including the laws of any applicable state
and the laws of the United States of America), then notwithstanding anything to
the contrary in the Note or any other evidence of the indebtedness, or any
agreement entered into in connection with or as security for the indebtedness,
it is agreed as follows: (i) the aggregate of all consideration which
constitutes interest under applicable law that is contracted for, charged or
received under the indebtedness or under any of the other aforesaid agreements
or otherwise in connection with the indebtedness shall under no circumstances
exceed the maximum amount of interest permitted by applicable law, and any
excess shall be credited on the indebtedness by the holder thereof (or, if the
indebtedness shall have been paid in full, refunded to the Grantors); and (ii)
in the event that the maturity of the indebtedness is accelerated by reason of
an election of the holder thereof resulting from any event of default under
this Deed of Trust or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest may never include
more than the maximum amount permitted by applicable law, and excess interest,
if any, provided for in this Deed of Trust or otherwise shall be cancelled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on the indebtedness (or, if the
indebtedness shall have been paid in full, refunded to the Grantors).

         15. This instrument shall be deemed to be and may be enforced from
time to time as a Deed of Trust, Chattel Mortgage, Assignment, Contract,
Security Agreement, Financing Statement, or Lien on Machinery Situated on
Realty, and from time to time as any one or more thereof, and shall constitute
a "fixture filing" for purposes of the Nevada Uniform Commercial Code.

         16. If the lien created by this Deed of Trust shall be invalid or
unenforceable as to any part of the indebtedness secured hereby, the unsecured
portion of said indebtedness shall be completely paid and liquidated prior to
the payment and liquidation of the remaining and secured portion of said
indebtedness, and all payments made on said indebtedness shall be considered to
have been first paid on and applied to the complete payment and liquidation of
that portion of the indebtedness which is not secured by the lien of this Deed
of Trust.

         17. It is understood and agreed that the proceeds of the Note, to the
extent that the same are utilized to take up any outstanding liens and charges
against the Premises, or any


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portion thereof, have been advanced by Beneficiary at Grantors' request and
upon Grantors' representation that such amounts are due and payable. Beneficiary
shall be subrogated to any and all rights, superior titles, liens and equities,
owned or claimed by any owner or holder of said outstanding liens however
remote regardless of whether said liens are acquired by assignment or are
released by the holder thereof upon payment.

         18. Except as provided in Section 29 hereinafter, Grantors shall not
sell, assign, mortgage or otherwise transfer or encumber their interest in the
Premises without first obtaining the prior written consent of Beneficiary,
which may be withheld in Beneficiary's absolute discretion. Beneficiary shall
be under no obligation to consent to any requested sale, assignment, transfer,
mortgage or encumbrance of Grantors' interest in the Premises. Without limiting
the foregoing, if Beneficiary does grant such consent, it may make such
conditions for the granting of that consent as it may in its sole discretion
deem necessary, desirable or appropriate, including without limitation (i)
requiring the payment to it of a transfer fee to cover the cost of documenting
the transaction on its books, (ii) requiring the payment of all of its
attorneys' fees in connection with such sale, assignment, transfer, mortgage or
encumbrance, (iii) increasing the interest rate on the indebtedness, (iv)
requiring the express assumption of payment of the indebtedness and of the
obligations under this Deed of Trust and Security Agreement by the transferee
of such interest in the Premises (with or without the release of Grantors from
liability for such payment and obligations), (v) requiring the execution of
assumption agreement, modification agreements, supplemental security documents
and financing statements satisfactory in form and substance to Beneficiary,
(vi) requiring endorsements to any existing mortgage title insurance policies
insuring its security interest in the Premises, and (vii) requiring additional
security for the payment of the indebtedness. Grantors' failure to comply with
this Paragraph 18 prior to consummating any such sale, assignment, transfer,
mortgage or encumbrance shall constitute a default under the Note and breach of
this Deed of Trust and Security Agreement, entitling Trustee and Beneficiary to
avail themselves of all rights, powers, remedies and recourses allowed or
permitted therein or herein.

         19. To further secure said indebtedness, Grantors hereby grant to
Beneficiary a security interest in and to the Premises (and only the Premises)
insofar as such Premises consists of equipment, inventory, fixtures, chattel
paper, documents, instruments, accounts, contract rights, consumer goods, farm
products, money, general intangibles, goods and any and all other personal
property of any kind or character defined in and subject to the provisions of
the Nevada Uniform Commercial Code, including the proceeds and products of and
from any and all of such personal property. If any default occurs under the
terms of the Note or this instrument, Beneficiary is and shall be entitled to
all of the rights, powers and remedies afforded a secured party by the Nevada
Uniform Commercial Code with reference to the personal property and fixtures in
which Beneficiary has been granted a security interest herein, or the Trustee
or Beneficiary may proceed as to both the real and personal property covered
hereby in accordance with the rights, powers and remedies granted under this
instrument in respect of the real property covered hereby. If Beneficiary
should elect to proceed as to the real property, personal property and fixtures
in accordance with Beneficiary's rights and remedies in respect to real
property, then the following shall occur:



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                  (a) All of the real property and all of the personal property
and fixtures may be foreclosed upon and sold by either private sale or judicial
action, in the manner provided in this Deed of Trust, in one lot, or in
separate lots consisting of any combination or combinations of real and
personal property, as the Beneficiary may elect, in the sole discretion of
Beneficiary.

                  (b) Grantors acknowledges and agrees that a disposition of
the personal property and fixtures in accordance with Beneficiary's rights and
remedies in respect to real property, as hereinabove provided, is a
commercially reasonable disposition of the personal property and fixtures.
Beneficiary may, in the sole discretion of Beneficiary, appoint Trustee as the
agent of Beneficiary for the purpose of disposition of the personal property
and fixtures in accordance with Beneficiary's rights and remedies in respect to
real property. Grantors hereby authorizes Trustee to act accordingly.

                  (c) If the Beneficiary should elect to proceed as to the
personal property and fixtures in accordance with Beneficiary's rights and
remedies in respect to personal property, Beneficiary shall have all of the
rights and remedies conferred upon a secured party by the Nevada Uniform
Commercial Code.

         20. The covenants and agreements herein contained shall inure to the
benefit of and be binding upon the respective heirs, successors, assigns, and
legal representatives of the parties hereto. Whenever used, the singular number
shall include the plural, the plural the singular, and the use of any gender
shall be applicable to all genders.

         21. Deleted

         22. Grantors shall keep and maintain the Premises in compliance with,
and shall not cause or permit the Premises to be in violation of, any
applicable environmental, air quality, zoning, planning, building, health,
fire, traffic, safety, wetlands, coastal and other governmental or regulatory
rules, laws, ordinances, statutes, codes or requirements applicable to the
Premises; and, if Grantors fail to so keep and maintain the Premises,
Beneficiary shall be afforded the environmental rights and remedies provided in
the Nevada Revised Statutes Sections 40.501 et seg.

         23. Grantors will keep all improvements, if any, now on, or that
hereafter may be put upon, the Premises, including buildings and fixtures and
all personal property used in the operation of the Premises (other than any of
such personal property owned by tenants), insured at all times through a
standard extended coverage all risk policy, against loss or damaged by fire,
lightning, and such other risks of damage, hazards, vandalism, malicious
mischief, and all other perils customarily covered in a standard extended
coverage all risk policy, in an amount not less than the full one hundred
percent (100%) replacement cost of the Premises and all improvements including
the cost of debris removal but in any event not less than the original
principal balance of the Note. Grantors shall maintain comprehensive general
public liability insurance in the form and amounts satisfactory to Beneficiary.
Grantors shall also maintain, during the period in which any construction,
alteration or improvements are being made to the Premises, contingent liability
insurance covering any claim not covered by the general comprehensive insurance
referred to above and also maintain worker's compensation insurance




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covering all employees engaged in making such construction alterations and
improvements. Grantors shall also maintain, if applicable, Broad Form Builder's
Risk, completed building non-reporting form insurance, Grantors shall maintain
all insurance required herein, and other insurance required by Beneficiary,
from time to time, in the manner and form specified by Beneficiary subject to
the following terms and conditions:

                  (a) All policies of insurance required by this paragraph
shall be issued by a company or companies and in amounts acceptable to, and in
every respect satisfactory to, Beneficiary and shall contain a provision
requiring that the coverage evidenced thereby shall not be terminated or
materially modified without thirty (30) days prior written notice to
Beneficiary and a provision that Beneficiary is the loss payee thereunder. All
policies of liability insurance shall list Grantors and Beneficiary as named
insureds. Grantors shall provide Beneficiary a Certificate to the effect that
such coverage is in effect concurrently with the execution and delivery of this
Deed of Trust. If Grantors fail to carry any insurance required to be carried
by Grantors under the terms of this Deed of Trust, Beneficiary, at its option,
may procure and maintain such insurance and Grantors will promptly reimburse
Beneficiary for any premiums paid by Beneficiary for such insurance. The
originals of all policies of insurance, except liability insurance, required to
be carried under this Deed of Trust, bearing notations evidencing the payment
of premiums or accompanied by other evidence satisfactory to Beneficiary of
such payment, shall be promptly delivered to Beneficiary upon Beneficiary's
request.

                  (b) All policies of insurance required by this paragraph shall
contain a noncontributory standard mortgagee clause in favor of Beneficiary and
a waiver of insurer's right of subrogation against funds paid under the standard
mortgagee endorsement. In case of a loss payable under such insurance for damage
to or destruction of the Premises the right to adjust all claims under such
insurance policies, and the application of the proceeds of any such claim, are
assigned to Beneficiary.

                  (c) After a default hereunder and written notice from
Beneficiary, Grantors shall pay to Beneficiary, at the same time payments are
due under the indebtedness, an additional sum of money equal to 1/12th of the
annual premium for fire, extended coverage insurance, and such other insurance
as Beneficiary shall require hereunder, so that one month prior to the due date
for the payment of the annual premium for such insurance, Beneficiary shall
have sufficient funds to pay said premium. Said sums shall be held by
Beneficiary free of claims, creditors, and without interest and, provided an
event of default has not occurred hereunder, said sums so held by Beneficiary
shall be used for the payment of insurance premiums. In the event of an event
of default hereunder, Beneficiary may apply all monies held pursuant to this
paragraph in the manner it, in the exercise of its sole discretion, determines.

                  (d) Beneficiary consents to Grantors providing any of the
insurance required hereunder through blanket policies carried by Grantors and
covering more than one location, Grantors shall furnish Beneficiary with a
certificate of such policy for the Premises together with a certificate of
insurance for each such policy setting forth the coverage, the limits of
liability, the name of the carrier, the policy number, and the expiration date.
Any such policies shall otherwise comply with the provisions of this Deed of
Trust and shall allocate to the





                                                                             10
<PAGE>   11


Premises the coverage specified hereunder, which shall not be less than that
which would have been afforded under a separate policy relating only to the
Premises without possibility of reduction or coinsurance by reason of, or
damage to, any other property named therein.

                  (e) Grantors shall give prompt written notice to Beneficiary
of any casualty to all or any part of the Premises.

                  (i) If all of the Premises is damaged or destroyed or any part
of the Premises is damaged or destroyed which amounts to damage in excess of One
Hundred Thousand and no/100 Dollars ($100,000.00) and if Beneficiary in its sole
discretion elects not to have Grantors replace, restore or rebuild the Premises,
all proceeds of insurance shall be payable to Beneficiary, and the same (less
costs, fees and expenses incurred by Beneficiary in the collection thereof,
including, without limitation, adjuster's and attorney's fees and expenses to
the extent permitted by law) shall be applied against all sums payable to
Beneficiary under this Deed of Trust against accrued but unpaid interest under
the indebtedness and against the principal balance of the Note, in such order as
Beneficiary shall determine. Grantors hereby authorize and direct any affected
insurance company to make payment of such proceeds directly to Beneficiary.
Grantors shall pay directly to Beneficiary any deficiency between the insurance
proceeds paid to Beneficiary and the total indebtedness owing from Grantors to
Beneficiary, consisting of interest, principal and other costs and expenses
recoverable by Beneficiary hereunder.

                  (ii) In all cases not described in the first sentence in the
paragraph above, all insurance proceeds on account of any damage to or
destruction of the Premises (less costs, fees and expenses incurred by
Beneficiary in the collection thereof, including without limitation, adjuster's
and attorney's fees and expenses to the extent permitted by law) shall be paid
to Beneficiary to be applied as follows;

                  (1) Grantors shall furnish to Beneficiary evidence
         satisfactory to Beneficiary of the total cost of restoration,
         replacement or rebuilding of the Premises as nearly as possible to its
         value, condition, and character immediately prior to such damage or
         destruction (such restoration, replacement and rebuilding, together
         with any temporary repairs and property protection pending completion
         of the work, is hereafter referred to as "Restoration"). Beneficiary
         shall hold all insurance proceeds until Grantors deposit with
         Beneficiary the total amount of money ("Restoration Deposit") which,
         when added to the insurance proceeds on hand, less anticipated costs
         of collection and administration, is sufficient in Beneficiary's
         reasonable judgment to pay the cost of the Restoration; the total of
         such amounts is hereafter referred to as the "Net Damage Proceeds".

                  (2) After Beneficiary has received the Net Damage Proceeds,
         the Net Damage Proceeds shall, unless an event of default has occurred
         and is continuing, be paid to Grantors or as Grantors may direct, from
         time to time as Restoration progresses, to pay (or reimburse Grantors
         for) the cost of Restoration. Such payment shall be made only on the
         request of Grantors verified by Beneficiary or a construction expert
         chosen by Beneficiary and accompanied by such evidence as Beneficiary
         may reasonably





                                                                             11
<PAGE>   12

         request, consistent with standard construction lending practices,
         including without limitation, evidence (i) of satisfactory progress of
         completion of Restoration in accordance with plans approved by
         Beneficiary and applicable law, and (ii) that the Net Damage Proceeds
         remaining are sufficient to cover the cost of the remaining
         Restoration, (iii) of satisfactory affidavits, certificates, waivers
         and releases of lien, and (iv) that all work then performed to date,
         other than work for which payment is included within any then current
         request, has been paid in full, subject to any retention for which Net
         Damage Proceeds have not been disbursed. In addition, Beneficiary is
         hereby authorized and empowered to do all things provided to be done
         by a deed of trust beneficiary under applicable law and any present or
         future amendments or supplements thereto, for the protection of
         Beneficiary's interest in the Premises.

                  (3) In lieu of the cash Restoration Deposit, required above,
         Grantors may deposit with Beneficiary (i) an irrevocable letter of
         credit in the amount of the Restoration Deposit issued by a financial
         institution approved by Beneficiary and in form satisfactory to
         Beneficiary in its sole discretion or (ii) another form of cash
         equivalent in the amount of the Restoration Deposit in form
         satisfactory to Beneficiary in its sole discretion to secure Grantors'
         obligations with respect to Restoration of the Premises. In such case,
         at such time as the net Damage Proceeds held by Beneficiary equal or
         are less than fifty percent (50%) of the total cost of the Restoration
         as estimated by Beneficiary, upon receipt of written request therefor
         from Beneficiary, Grantors shall promptly deposit with Beneficiary
         cash in the amount of the Restoration Deposit (as then reasonably
         determined by Beneficiary with respect to the remaining Restoration)
         and the security therefor held by Beneficiary pursuant to this
         paragraph shall be promptly released.

                  (f) Notwithstanding the foregoing, in the event (i) of any
claim or loss involving a single loss aggregating less than Fifty Thousand and
no/100 Dollars ($50,000.00) or (ii) Restoration is completed in accordance with
applicable law and Grantors submit to Beneficiary evidence satisfactory to
Beneficiary of such completion and of payment of the cost thereof in full prior
to date of disbursement of insurance proceeds, such proceed shall be paid to
Grantors. Grantors may settle, adjust or compromise any claim or loss under any
policy of insurance involving a single loss aggregating less than Fifty
Thousand and no/100 Dollars ($50,000.00).

                  (g) Except to the extent that insurance proceeds are received
by Beneficiary and applied to the indebtedness secured hereby, nothing herein
contained shall excuse Grantors from repairing or maintaining the Premises as
provided in this Deed of Trust or restoring all damage or destruction to the
Premises, regardless of whether any such proceeds are sufficient in amount. The
application or release by Beneficiary of insurance proceeds shall not cure or
waive any event of default or notice of the same or invalidate any act done
pursuant to such notice.

                           Notwithstanding anything contained in this Section
23 to the contrary, in the event of a conflict in the terms of this Section 23
and the terms of the Ground Lease, as amended, the terms of the Ground Lease,
as amended, shall control and prevail.





                                                                             12
<PAGE>   13
     24. Should the Premises or any part thereof or any interest therein be
taken or damaged by reason of exercise of the power of eminent domain (including
inverse condemnation) or in any similar manner (collectively, "Condemnation"),
or should Grantors receive any notice or other information regarding a
Condemnation proceeding, Grantors shall give prompt written notice thereof to
Beneficiary.

          (a) If as a result of any Condemnation, the entire Premises is taken,
or if so much thereof is taken that in the reasonable judgement of Beneficiary
the balance of the Premises cannot reasonably and profitably be operated, or if
the Condemnation damage to the Premises is in excess of One Hundred Thousand and
no/100 Dollars ($100,000.00) or if pursuant to the provisions of subparagraph
(f) of this section below, Grantors elect not to replace, restore or rebuild the
Premises, Beneficiary shall be entitled to and shall receive the entire
compensation, awards and other payments or relief therefore (collectively,
"Condemnation Proceeds") which Grantors are entitled to receive pursuant to the
Condemnation (less costs, fees and expenses incurred by Beneficiary in the
collection thereof, including, without limitation, attorneys' fees and expenses,
to the extent permitted by law) and such sum shall be applied against all sums
payable to Beneficiary under this Deed of Trust against accrued but unpaid
interest under the Note and against the principal balance of the indebtedness in
such order as Beneficiary shall determine. Grantors hereby assign to Beneficiary
all of Grantor's right, title and interest in and to all Condemnation Proceeds,
including, without limitation, interest.

          (b) If paragraph (a) does not apply, then in the event of any
Condemnation, all Condemnation Proceeds which Grantors are entitled to receive
shall be delivered to Beneficiary.

          (c) Condemnation Proceeds received by Beneficiary pursuant to
paragraph (b) (less costs, fees and expenses incurred by Beneficiary in the
collection thereof, including without limitation, attorneys' fees and expenses,
to the extent permitted by law) shall be applied as follows:

          (1) Grantors shall promptly furnish to Beneficiary evidence
     satisfactory to Beneficiary of the total cost of restoration, replacement
     or rebuilding of the remainder of the Premises as nearly as possible to its
     value, condition and character prior to such Condemnation (such
     restoration, replacement and rebuilding, together with any temporary
     repairs and property projections pending completion of the work, being
     herein called "Condemnation Restoration"). Beneficiary shall hold all
     Condemnation Proceeds until it receives from Grantors the total amount of
     money ("Condemnation Restoration Deposit") which, when added to the
     Condemnation Proceeds on hand, is sufficient to pay the cost of
     Condemnation Restoration; the total of such amounts is hereinafter referred
     to as the "Net Condemnation Proceeds."

          (2) After the conditions of subparagraph (1) have been complied with,
     the Net Condemnation Proceeds received on account of any Condemnation
     shall, unless an event of default has occurred and is continuing, be paid
     to Grantors or as Grantors may



                                                                              13
<PAGE>   14
     direct, from time to time as Condemnation Restoration progresses, to pay
     (or reimburse Grantors for) the cost of Condemnation Restoration. Such
     payment shall be made only upon request of Grantors verified by an agent or
     designee of Beneficiary accompanied by such evidence as Beneficiary may
     reasonably request, consistent with standard construction lending practice,
     including, without limitation, evidence (a) of satisfactory progress of
     completion of Condemnation Restoration in accordance with plans approved by
     Beneficiary and applicable law, (b) that the Net Condemnation Proceeds
     remaining are sufficient to cover the cost of the remaining Condemnation
     Restoration, (c) of satisfactory affidavits, certificates, waivers and
     releases of lien, and (d) that all work then performed to date, other than
     work for which payment is included within any then current request, has
     been paid for in full, subject to any retention for which Net Condemnation
     Proceeds have not been paid for in full, subject to any retention for which
     net Condemnation Proceeds have not been disbursed. In addition, Beneficiary
     is hereby authorized and empowered to do all things provided to be done by
     a deed of trust beneficiary under applicable law for the protection of
     Beneficiary's interest in the Premises against mechanics' liens and any
     similar liens.

          (3) In lieu of making the Condemnation Restoration Deposit, Grantors
     may deposit with Beneficiary (i) an irrevocable letter of credit in the
     amount of the Condemnation Restoration Deposit issued by a financial
     institution approved by Beneficiary and in form satisfactory to Beneficiary
     in its discretion or (ii) another form of cash equivalent in the amount of
     the Condemnation Restoration Deposit in form satisfactory to Beneficiary in
     its discretion, to secure Grantors' obligations with respect to
     Condemnation Restoration of the Premises and Grantors other obligations
     hereunder, under the indebtedness. In such case, at such time as the Net
     Condemnation Proceeds held by Beneficiary equal or are less than fifty
     percent (50%) of the total cost of the Condemnation Restoration as
     estimated by Beneficiary, upon receipt of written request therefor from
     Beneficiary, Grantors shall promptly deposit with Beneficiary cash in the
     amount of the Condemnation Restoration Deposit (as then reasonably
     determined by Beneficiary with respect to the remaining Condemnation
     Restoration) and the security therefor held by Beneficiary pursuant to this
     paragraph shall be promptly released.

          (d) Notwithstanding the foregoing, but subject to subparagraph (e) of
this section below, in the event (1) of any Condemnation involving a single loss
aggregating less than Fifty Thousand and no/100 Dollars ($50,000.00) or (2)
Condemnation Restoration is completed in accordance with applicable law and
Grantors submit to Beneficiary evidence satisfactory to Beneficiary and any
agent or designee of Beneficiary of such completion and payment of the cost
thereof in full prior to the date of disbursement of Condemnation Proceeds, such
Condemnation Proceeds shall be paid to Grantors.

          (e) In the event any action is filed to condemn all or part of the
Premises under the power of eminent domain, or any action is filed to acquire
the temporary use of all or part of the Premises, or any such action is filed to
acquire the temporary use of all part of the Premises, or any action is
threatened, Beneficiary shall have the right to represent Beneficiary's interest
in each proceeding, negotiation or settlement with respect to any taking or
threatened taking and to make full proof of its claims. No agreement,
settlement, conveyance or



                                                                              14
<PAGE>   15
transfer to or with the condemning authority shall be made without the consent
of Beneficiary, whether or not Beneficiary elects to participate in such
proceeding, negotiation or settlement.

               Notwithstanding anything contained in this Section 24 to the
contrary, in the event of a conflict in the terms of this Section 24 and the
terms of the Ground Lease, as amended, the terms of the Ground Lease, as
amended, shall control and prevail.

     25. Grantors shall notify Beneficiary promptly of the occurrence of any of
the following:

          (a) a fire or other casualty causing damage to the Premises in excess
of Twenty Thousand and no/100 Dollars ($20,000.00);

          (b) receipt of notice of condemnation of the Premises or any part
thereof;

          (c) receipt of notice from any governmental authority relating to the
structure, use or occupancy of the Premises;

          (d) receipt of any notice of alleged default from the holder of any
lien or security interest in the Premises;

          (e) the commencement of any material litigation claiming damage in
excess of $20,000.00 or more in excess of insurance coverage affecting the
Premises; or

          (f) any material change in the occupancy of the Premises.

     All notices, demands and requests given or required to be given by either
party hereto to the other party shall be in writing and shall be deemed to have
been properly given if sent by U.S. registered or certified mail, postage
prepaid, return receipt requested, or by overnight delivery service, addressed
as follows:


To Grantors:                 Fitzgeralds Reno, Inc.
                             300 East Second Street, Suite 1500
                             Reno, Nevada 89501
                             Michael E. McPherson,
                             Senior Vice President and Chief Financial Officer

To Beneficiary:              Scout Development Corporation
                             1350 S. Boulder
                             Tulsa, OK 74119
                             Attention: Eric Grimshaw



                                                                              15
<PAGE>   16
or to such other address as Grantors or Beneficiary may from time to time
designate by written notice.

     26. Grantors represent and warrant to Beneficiary that neither Grantors nor
any other person has committed any act or omission, or has consented to any act
or omission, with respect to the Premises, which would afford the federal
government or any state or local government the right or remedy of forfeiture of
all or any part of the Premises, any other collateral securing the Note or the
indebtedness described herein, or any property (including, but not limited to,
money paid) delivered to Beneficiary or any other party in performance of
Grantors obligations arising in connection with the indebtedness, or any
interest in or income, profits or proceeds of any of the property described in
this sentence (hereinafter called the "Collateral"). Grantors agree not to
engage in any act or permit any act or omission to exist which would afford the
federal government or any state or local government the right or remedy of
forfeiture of all or any part of the Collateral. Without limiting the generality
of the preceding sentence, the filing of any charges or the commencement or
threatened commencement of any proceeding against Grantors or any other person
liable on the indebtedness, or against any of the Collateral or anyone having an
interest in, or use or possession of any of the Collateral, which asserts or
could afford the federal government or any state or local government the right
or remedy to forfeit any of such Collateral, constitutes, at Beneficiary's
election, an event of default under this Deed of Trust and all indebtedness
described herein and secured hereby. Grantors shall protect, indemnify and hold
harmless Beneficiary, its directors, officers, employees, agents, successors and
assigns from and against any and all loss, damage, cost, expense or liability
(including attorneys fees and costs) directly or indirectly arising out of or
attributable to any failure of the representations or breach of any agreement
set forth in this paragraph.

     27. The aforesaid Note secured by this Deed of Trust is also secured by an
Assignment of Rents and Leases of even date herewith executed by Maker to Payee
covering the Leasehold Estate and improvements located thereon; Security
Agreement of even date herewith executed by Maker as debtor and Payee as secured
party covering the personal property located upon the Leasehold Estate; and
Financing Statement executed by Maker as debtor naming Payee as secured party
covering the personal property located upon the Leasehold Estate.

     28. To the extent not inconsistent with the express provisions of this Deed
of Trust, the following covenants of Section 107.030 of the Nevada Revised
Statutes are hereby adopted and made a part of this Deed of Trust: Covenant No.
3, Covenant No. 4 (interest, Maximum Rate under Note), Covenant No. 5, Covenant
No. 6, Covenant No. 7 (attorneys' fees, reasonable), Covenant No. 8 and Covenant
No. 9.

     29. After the $2,250,000.00 Promissory Note is paid, Grantors shall have
the right to assign the Ground Lease, as amended, and to convey the Improvements
thereon without constituting a default under this Deed of Trust under the
following conditions:

     (a)  If assignee's net worth is in excess of $15,000,000.00, provided
          assignee assumes in writing Grantors' obligations under the Ground
          Lease, as amended, and under the Assignment and Assumption of the
          Ground Lease Agreement,



                                                                              16
<PAGE>   17



                    Grantors may assign the Ground Lease, as amended, and convey
                    the improvements located thereon, to assignee without
                    obtaining Beneficiary's consent except as provided below and
                    Beneficiary will not release Grantors from Grantors'
                    obligations under the Ground Lease, as amended, and the
                    Assignment and Assumption of Ground Lease Agreement.

               (b)  If assignee's net worth is in excess of $75,000,000.00,
                    provided assignee assumes in writing Grantors' obligations
                    under the Ground Lease, as amended, and under the Assignment
                    and Assumption of the Ground Lease Agreement, Grantors may
                    assign the Ground Lease, as amended, and convey the
                    improvements located thereon to assignee without obtaining
                    Beneficiary's consent except as provided below and
                    Beneficiary will release Grantors from Grantor's obligations
                    under the Ground Lease, as amended, and the Assignment and
                    Assumption of Ground Lease Agreement.

               (c)  If assignee's net worth is less than $15,000,000.00,
                    provided assignee assumes in writing Grantors' obligations
                    under the Ground Lease, as amended, and under the Assignment
                    and Assumption of the Ground Lease Agreement, Grantors may
                    assign the Ground Lease, as amended, and convey the
                    improvements located thereon to assignee provided that
                    Grantors obtain Beneficiary's consent which consent shall
                    not be unreasonably withheld. If Beneficiary consents to
                    Grantors' assignment of the Ground Lease, as amended, and
                    conveyance of the improvements located thereon, Beneficiary
                    will not release Grantors from Grantor's obligations under
                    the Ground Lease, as amended, and the Assignment and
                    Assumption of Ground Lease Agreement.

               Prior to the affective date of any such assignment for the
purpose of determining assignee's net worth, assignee will submit its most
recent audited financial statement prepared by a duly certified public
accountant in accordance with generally accept accounting principles
consistently applied to Beneficiary for Beneficiary's review and approval.
Beneficiary shall have thirty (30) days after the date the Beneficiary receives
such financial statement to review the financial statement and provide written
notice to Grantors of Beneficiary's approval or disapproval of such financial
statement. In no event will the financial statement be more than one year old.
Notwithstanding anything contained in this Section 29 to the contrary, the lien
created by this Deed of Trust shall not be released except as otherwise provided
herein.

               30.  A foreclosure of the liens created by this Deed of Trust
shall not cause the termination of the Ground Lease, as amended.

               31.  Grantor agrees to furnish to Beneficiary the annual balance
sheets and an income statement of Grantor prepared and certified by Grantor in
accordance with generally accepted accounting principles consistently applied to
Grantor within ninety (90) days after the close of each fiscal year of Grantor;
provided, however, Grantor shall have no duty to furnish to Beneficiary the
annual balance sheets and an income statement unless and until Beneficiary
delivers to Grantor Beneficiary's notice thereof.



                                                                              17
<PAGE>   18
          EXECUTED this / 31st day of January 2000, effective the 1st day of
February, 2000.

                                  FITZGERALDS RENO, INC.


                                  By: /s/ MICHAEL E. MCPHERSON
                                      ----------------------------------------
                                  Name: Michael E. McPherson
                                        --------------------------------------
                                  Title: Executive Vice President
                                         Chief Financial Officer
                                         -------------------------------------


STATE OF NEVADA    )
                   )
COUNTY OF WASHOE   )

     This instrument was executed before me on this the 31st day of January,
2000 by Michael E. McPherson, Executive Vice President and Chief Financial
Officer of Fitzgeralds Reno, Inc., a Nevada corporation on behalf of said
corporation.

                                        /s/ CAROLE EDWARDS
                                        ---------------------------------
                                        Notary Public, State of Nevada

                                        [NOTARY STAMP]

After Recording Return to:

John R. Jones
1301 McKinney, Suite 3550
Houston, Texas 77010



                                                                              18
<PAGE>   19
                                  EXHIBIT "A"

                                  DESCRIPTION



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

PARCEL 1: (ADJUSTED PARCEL A)

A parcel of land situated within the NE 1/4 of Section 11, T19N, R19E, M.D.M.,
Reno, Washoe County, Nevada, being all of "Adjusted Parcel A" as shown on the
Record of Survey showing a boundary line adjustment for Union Pacific
Railroad Company, Scout Development Corporation, and G and S Investment Company,
as recorded on January 26, 2000 in the official records of Washoe County,
Nevada, File No. 2417487 and being further described as follows:

Beginning at the Northeast corner of Parcel A of Parcel Map No. 2461, File No.
1422392 of the Official Records of Washoe County, Nevada; thence S 13 degrees
48'25"E, 105.50 feet along the Easterly line of said Parcel A; thence S 76
degrees 10'00"W, 300.64 feet; thence N 13 degrees 47'50"W, 105.67 feet along the
Westerly line of said Parcel to the Northwest corner of said Parcel A; thence N
76 degrees 11'59"E, 300.62 feet along the Northerly line of said Parcel A, to
the Point of Beginning.

The above described parcel contains an area of approximately 31,743 sq. ft.

BASIS OF BEARINGS: Parcel Map No. 2461 for Southern Pacific Transportation
Company, File No. 1422392 of the Official Records of Washoe County, Nevada.



PARCEL 2:(ADJUSTED PARCEL B)

A parcel consisting of air rights situated within the NE 1/4 of Section 11,
T19N, R19E, M.D.M., Reno, Washoe County, Nevada, being all of "Adjusted Parcel
B" as shown on the Record of Survey showing a boundary line adjustment for
Union Pacific Railroad Company, Scout Development Corporation, and G and S
Investment Company, as recorded on January 26, 2000 in the official records of
Washoe County, Nevada, File No. 2417487 and being further described as follows:
<PAGE>   20
Parcel 2 Legal Continued

Beginning at a point on the Easterly line of Parcel A of Parcel Map No. 2461,
File No. 1422392 of the Official Records of Washoe County, Nevada; from which
the Northeast corner of said Parcel A bears N 13(degree)48'25"W, 105.50 feet
said point of beginning having an elevation of 4522.50 feet; thence S
13(degree)48'25"E, 53.65 feet said point having an elevation of 4522.50 feet;
thence S 76(degree)10'00"W, 300.65 feet said point having an elevation of
4525.1 feet; thence N 13(degree)47'50"W, 53.65 feet said point having an
elevation of 4525.1 feet, thence N 76(degree)10'00"E, 300.64 feet to the Point
of Beginning. Said surface shall be formed such that it maintains a constant
slope between the elevations described for the four corners.

The above described land parcel (above which the air rights are situated)
contains an area of approximately 16,130 sq. ft.

EXCEPTING THEREFROM a parcel of land situated within the NE 1/4 of Section 11,
T19N, R19E, M.D.M., Reno, Washoe County, Nevada, and being all that real
property located below a surface which has vertices defined as follows:

Beginning at a point on the Easterly line of Parcel A of Parcel Map No. 2461,
File No. 1422392 of the Official Records of Washoe County, Nevada; from which
the Northeast corner of said Parcel A bears N 13(degree)48'25"W, 106.30 feet
said point of beginning having an elevation of 4524.00 feet; thence S
13(degree)48'25"E, 52.05 feet said point having an elevation of 4524.00 feet;
thence S 76(degree)10'00"W, 300.65 feet said point having an elevation of
4526.6 feet; thence N 13(degree)47'50"W, 52.05 feet said point having an
elevation of 4526.6 feet, thence N 76(degree)10'00"E, 300.64 feet to the Point
of Beginning. Said surface shall be formed such that it maintains a constant
slope between the elevations described for the four corners.

BASIS OF BEARINGS: Parcel Map No. 2461 for Southern Pacific Transportation
Company, File No. 1422392 of the Official Records of Washoe County, Nevada.

BASIS OF ELEVATIONS: City of Reno benchmark No. 96, a nail and washer located
in the top of the curb at the Northeast corner of East Fourth Street and North
Center Street, Elevation=4496.46 feet.
<PAGE>   21


PARCEL 3: (ADJUSTED PARCEL C)

A parcel of land situated within the NE 1/4 of Section 11, T19N, R19E, M.D.M.,
Reno, Washoe County, Nevada, being all of "Adjusted Parcel C" as shown on the
Record of Survey showing a boundary line adjustment for Union Pacific Railroad
Company, Scout Development Corporation, and G and S Investment Company, as
recorded on January 26, 2000 in the official records of Washoe County, Nevada,
File No. 2417487 and being further described as follows:

Beginning at the Southeast corner of Parcel C of Parcel Map No. 2461, File No.
1422392 of the Official Records of Washoe County, Nevada; thence
S 76(degree)10'00"W, 300.65 feet along the Southerly line of said Parcel C;
thence N 13(degree)47'50"W, 20.82 feet; thence N 76(degree)10'00"E, 300.65 feet;
thence S 13(degree)48'25"E, 20.82 feet to the Point of Beginning.

The above described parcel contains an area of approximately 6,260 sq. ft.

BASIS OF BEARINGS: Parcel Map No. 2461 for Southern Pacific Transportation
Company, File No. 1422392 of the Official Records of Washoe County, Nevada.

PARCEL 4:

All buildings and improvements located on the real property described in Parcels
1 through 3 above.