Exhibit
10.11


GENERAL
CONTINUING GUARANTY


This
GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of December    ,
2006, is executed and delivered by BLACK GAMING, LLC, a Nevada limited liability
company (“Black Gaming”) and R. BLACK, INC.,
a Nevada corporation (“Black”; Black Gaming and Black each, a “Guarantor”,
and collectively, jointly and severally, the “Guarantors”),  in
favor of WELLS FARGO FOOTHILL, INC., a
California corporation, as arranger and administrative agent for the below
defined Lenders (in such capacity, together with its successors and assigns, if
any, in such capacity, “Agent”), in light of the following:


WHEREAS, B & B B, INC., a Nevada corporation (“B&BB”),
CASABLANCA RESORTS, LLC, a Nevada limited liability company (“CBR”),
OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company (“OIM”),
OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“OIO”),
OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“ORP”), RBG,
LLC, a Nevada limited liability company (“RBG”), and VIRGIN RIVER CASINO
CORPORATION, a Nevada corporation (“VRCC”; B&BB, CBR, OIM, OIO, ORP,
RBG, and VRCC, are referred to hereinafter each individually as a “Borrower”,
and individually and collectively, jointly and severally, as the “Borrowers”),
Agent, and the lenders
identified on the signature pages thereto (such lenders, together with their
respective successors and permitted assigns, are referred to hereinafter each
individually as a “Lender” and collectively as the “Lenders”),
entered into that certain Credit Agreement, dated as of December 20, 2004 (as
amended, restated, modified, renewed or extended from time to time, the “Credit
Agreement”);


WHEREAS, each Guarantor is an Affiliate of Borrowers and, as such, will
benefit by virtue of the financial accommodations extended to Borrowers by the
Lender Group;


WHEREAS, contemporaneously herewith, each Guarantor is entering into that
certain Joinder Agreement and Amendment whereby each Guarantor is joining the
Credit Agreement, Security Agreement, and Intercompany Subordination Agreement;
and


WHEREAS, in order to induce the Lender Group to continue to extend the
financial accommodations to Borrowers pursuant to the Credit Agreement, and in
consideration thereof, and in consideration of any loans or other financial
accommodations heretofore or hereafter extended by the Lender Group to
Borrowers, whether pursuant to the Credit Agreement or otherwise, the Guarantors
have, jointly and severally, agreed to guaranty the Guarantied Obligations.


NOW, THEREFORE, in consideration of the foregoing, each Guarantor hereby agrees as
follows:


1.             Definitions and Construction.


(a)           Definitions.  Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement.  The following
terms, as used in this Guaranty, shall have the following meanings:


“Agent” has the meaning set forth in
the preamble to this Guaranty.



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“Borrower” and “Borrowers” have
the respective meanings set forth in the recitals to this Guaranty.


“Credit Agreement” has the meaning set
forth in the recitals to this Guaranty.


“Guarantied Obligations” means the due
and punctual payment, whether at stated maturity, by acceleration or otherwise,
of all Obligations of the Borrowers now or hereafter existing under any Loan
Document, whether for principal, interest (including all interest that accrues
after the commencement of any Insolvency Proceeding irrespective of whether a
claim therefor is allowed in such case or proceeding), fees, expenses or otherwise,
and any and all expenses (including reasonable counsel fees and expenses)
incurred by the Agent, the Lenders or the Underlying Issuer (or any of them) in
enforcing any rights under this Guaranty. 
Without limiting the generality of the foregoing, Guarantied Obligations
shall include all amounts that constitute part of the Guarantied Obligations
and would be owed by the Borrowers to the Agent, the Lenders or the
Underlying Issuer under any Loan Document but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving any Loan Party.


“Guarantor” and “Guarantors” have the respective meanings
set forth in the recitals to this Guaranty.


“Guaranty” has the meaning set forth in
the preamble to this Guaranty.


 “Lenders”
means, individually and collectively, each of the lenders identified on the
signature pages to the Credit Agreement, and shall include any other Person
made a party to the Credit Agreement in accordance with the provisions of Section
13.1 thereof (together with their respective successors and assigns).


“Lender Group” means, individually and
collectively, each of the Lenders and Agent.


 “Voidable
Transfer” has the meaning set forth in Section 9 of this
Guaranty.


(b)           Construction. 
Unless the context of this Guaranty clearly requires otherwise,
references to the plural include the singular, references to the singular
include the plural, the terms “includes” and “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”  The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Guaranty refer to this Guaranty as a whole and not to any particular provision
of this Guaranty.  Section, subsection,
clause, schedule, and exhibit references herein are to this Guaranty unless
otherwise specified.  Any reference in
this Guaranty to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as
applicable (subject to any restrictions on such alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). 
Neither this Guaranty nor any uncertainty or ambiguity herein shall be
construed against the Lender Group, any Borrower, or any Guarantor, whether
under any rule of construction or otherwise. 
On the contrary, this Agreement has been reviewed by all parties and
shall be construed and interpreted 



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according to the ordinary
meaning of the words used so as to accomplish fairly the purposes and
intentions of all parties hereto.  Any
reference herein to the satisfaction or payment in full of the Guarantied
Obligations shall mean the payment in full in cash (or cash collateralization
in accordance with the terms of the Credit Agreement) of all Guarantied
Obligations other than contingent indemnification Guarantied Obligations and
other than any Bank Product Obligations that, at such time, are allowed by the
applicable Bank Product Provider to remain outstanding and are not required to
be repaid or cash collateralized pursuant to the provisions of the Credit Agreement
and the full and final termination of any commitment to extend any financial
accommodations under the Credit Agreement and any other Loan Document.  Any reference herein to any Person shall be
construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein
shall be satisfied by the transmission of a Record and any Record transmitted
shall constitute a representation and warranty as to the accuracy and
completeness of the information contained therein.


2.             Guarantied Obligations.  Each
Guarantor hereby irrevocably and unconditionally, jointly and severally,
guaranties to Agent, for the benefit of the Lender Group and the Bank Product
Providers, as and for its own debt, until final payment in full thereof has been
made, (a) the payment of the Guarantied Obligations, when and as the same shall
become due and payable, whether at maturity, pursuant to a mandatory prepayment
requirement, by acceleration, or otherwise; it being the intent of each
Guarantor that the guaranty set forth herein shall be a guaranty of payment and
not a guaranty of collection; and (b) the punctual and faithful
performance, keeping, observance, and fulfillment by Borrowers of all of the
agreements, conditions, covenants, and obligations of Borrowers contained in
the Credit Agreement and under each of the other Loan Documents.


3.             Continuing Guaranty Joint
and Several.  This Guaranty includes Guarantied Obligations
arising under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guarantied Obligations,
changing the interest rate, payment terms, or other terms and conditions
thereof, or creating new or additional Guarantied Obligations after prior
Guarantied Obligations have been satisfied in whole or in part.  To the maximum extent permitted by law, each
Guarantor hereby waives any right to revoke this Guaranty as to future
Indebtedness.  If such a revocation is
effective notwithstanding the foregoing waiver, each Guarantor acknowledges and
agrees that (a) no such revocation shall be effective until written notice
thereof has been received by Agent, (b) no such revocation shall apply to
any Guarantied Obligations in existence on such date (including any subsequent
continuation, extension, or renewal thereof, or change in the interest rate,
payment terms, or other terms and conditions thereof), (c) no such
revocation shall apply to any Guarantied Obligations made or created after such
date to the extent made or created pursuant to a legally binding commitment of
Agent in existence on the date of such revocation, (d) no payment by any
Guarantor, a Borrower, or from any other source, prior to the date of such
revocation shall reduce the maximum obligation of the Guarantors hereunder, and
(e) any payment by a Borrower or from any source other than the Guarantors
subsequent to the date of such revocation shall first be applied to that
portion of the Guarantied Obligations as to which the revocation is effective
and which are not, therefore, guarantied hereunder, and to the extent so
applied shall not reduce the maximum obligation of the Guarantors
hereunder.  Each Guarantor, jointly and
severally, hereby irrevocably and unconditionally accepts joint and several
liability with the other Guarantor, with respect to the payment and performance
of all of the Guarantied Obligations, it 



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being the intention of the parties hereto
that all the Guarantied Obligations shall be the joint and several obligations
of each Guarantor without preferences or distinction among them.


4.             Performance Under this
Guaranty.  In the event that a Borrower fails to make
any payment of any Guarantied Obligations, on or prior to the due date thereof,
or if a Borrower shall fail to perform, keep, observe, or fulfill any other
obligation referred to in clause (b) of Section 2 of this
Guaranty in the manner provided in the Credit Agreement or any other Loan
Document, the Guarantors immediately shall, jointly and severally, cause, as
applicable, such payment to be made or such obligation to be performed, kept,
observed, or fulfilled. If and to the extent that any Guarantor shall fail to
make any payment with respect to any of the Guarantied Obligations as and when
due or to perform any of the Guarantied Obligations in accordance with the
terms hereof, then in each such event the other Guarantors will make such
payment with respect to, or perform such Guarantied Obligation.


5.             Primary Obligations.  This
Guaranty is a primary and original obligation of each Guarantor, is not merely
the creation of a surety relationship, and is an absolute, unconditional, and
continuing guaranty of payment and performance which shall remain in full force
and effect without respect to future changes in conditions of any Borrower or
any Guarantor.  Each Guarantor hereby
agrees that it is directly, jointly and severally with each other Guarantor and
with any other guarantor of the Guarantied Obligations, liable to Agent, for
the benefit of the Lender Group and the Bank Product Providers, that the
obligations of each Guarantor hereunder are independent of the obligations of
any Borrower or any other guarantor, and that a separate action may be brought
against each Guarantor, whether such action is brought against such Borrower or
any other guarantor or whether any Borrower or any other guarantor is joined in
such action.  Each Guarantor hereby
agrees that its liability hereunder shall be immediate and shall not be
contingent upon the exercise or enforcement by any member of the Lender Group
or any Bank Product Provider of whatever remedies they may have against any
Borrower, any other Guarantor, or the enforcement of any lien or realization
upon any security by any member of the Lender Group or any Bank Product
Provider.  Each Guarantor hereby agrees
that any release which may be given by Agent to any Borrower, any other
Guarantor or any other guarantor shall not release such Guarantor.  Each Guarantor consents and agrees that no
member of the Lender Group nor any Bank Product Provider shall be under any
obligation to marshal any property or assets of any Borrower, any other
Guarantor or any other guarantor in favor of any Guarantor, or against or in
payment of any or all of the Guarantied Obligations.


6.             Waivers.


(a)           To the fullest extent permitted by applicable law, each Guarantor
hereby waives: (i) notice of acceptance hereof; (ii) notice of any
loans or other financial accommodations made or extended under the Credit
Agreement, or the creation or existence of any Guarantied Obligations;
(iii) notice of the amount of the Guarantied Obligations, subject,
however, to such Guarantor’s right to make inquiry of Agent to ascertain the
amount of the Guarantied Obligations at any reasonable time; (iv) notice
of any adverse change in the financial condition of any Borrower or any
Guarantor or of any other fact that might increase Guarantor’s risk hereunder;
(v) notice of presentment for payment, demand, protest, and notice thereof
as to any instrument among the Loan Documents; (vi) notice of any Default
or Event of Default under the Credit Agreement; and (vii) all other
notices (except if such notice is specifically required to 



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be given to Guarantors under
this Guaranty or any other Loan Documents to which such Guarantor is a party)
and demands to which such Guarantor might otherwise be entitled.


(b)           To the fullest extent permitted by applicable law, each Guarantor
hereby waives the right by statute or otherwise to require any member of the
Lender Group or any Bank Product Provider, to institute suit against any
Borrower or to exhaust any rights and remedies which any member of the Lender
Group or any Bank Product Provider, has or may have against any Borrower or any
other Guarantor.  In this regard, each
Guarantor agrees that it is bound to the payment of each and all Guarantied
Obligations, whether now existing or hereafter arising, as fully as if the
Guarantied Obligations were directly owing to Agent, the Lender Group, or the
Bank Product Providers, as applicable, by such Guarantor.  Each Guarantor further waives any defense
arising by reason of any disability or other defense (other than the defense
that the Guarantied Obligations shall have been performed and paid in cash, to
the extent of any such payment) of any Borrower or any other Guarantor or by
reason of the cessation from any cause whatsoever of the liability of any
Borrower or any other Guarantor in respect thereof.


(c)           To the fullest extent permitted by applicable law, each Guarantor
hereby waives: (i) any right to assert against any member of the Lender
Group or any Bank Product Provider, any defense (legal or equitable), set-off,
counterclaim, or claim which such Guarantor may now or at any time hereafter
have against any Borrower or any other party liable to any member of the Lender
Group or any Bank Product Provider; (ii) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly
from the present or future lack of perfection, sufficiency, validity, or
enforceability of the Guarantied Obligations or any security therefor;
(iii) any right or defense arising by reason of any claim or defense based
upon an election of remedies by any member of the Lender Group or any Bank
Product Provider; and (iv) the benefit of any statute of limitations
affecting such Guarantor’s liability hereunder or the enforcement thereof, and
any act which shall defer or delay the operation of any statute of limitations
applicable to the Guarantied Obligations shall similarly operate to defer or
delay the operation of such statute of limitations applicable to such Guarantor’s
liability hereunder.


(d)            (i) Each Guarantor hereby waives any right of subrogation such
Guarantor has or may have as against any Borrower or any other Guarantor with
respect to the Guarantied Obligations; (ii) each Guarantor hereby waives
any right to proceed against any Borrower or any other Guarantor or any other
Person, now or hereafter, for contribution, indemnity, reimbursement, or any
other suretyship rights and claims (irrespective of whether direct or indirect,
liquidated or contingent), with respect to the Guarantied Obligations; and
(iii) each Guarantor also hereby waives any right to proceed or to seek
recourse against or with respect to any property or asset of any Borrower or
any other Guarantor.


(e)           If any of the Guarantied Obligations or the obligations of any
Guarantor under this Guaranty at any time are secured by a mortgage or deed of
trust upon real property, any member of the Lender Group or any Bank Product
Provider may elect, in its sole discretion, upon the occurrence and during the
continuation of an Event of Default with respect to the Guarantied Obligations
or the obligations of any Guarantor under this Guaranty, to exercise all of the
rights and remedies available to such Lender Group or Bank Product Provider
pursuant to such a mortgage or deed of trust judicially or nonjudicially in any
manner permitted by law, before or after enforcing this Guaranty, without
diminishing or affecting the liability of any 



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Guarantor hereunder.  Each Guarantor understands that (a) by
virtue of the operation of antideficiency law applicable to nonjudicial
foreclosures, an election by any member of the Lender Group or any Bank Product
Provider to nonjudicially foreclose on such a mortgage or deed of trust
probably would have the effect of impairing or destroying rights of
subrogation, reimbursement, contribution, or indemnity of such Guarantor
against any Borrower or other guarantors or sureties, and (b) absent the
waiver given by such Guarantor herein, such an election would estop the Lender
Group and the Bank Product Providers from enforcing this Guaranty against such
Guarantor.  Understanding the foregoing,
and understanding that each Guarantor hereby is relinquishing a defense to the
enforceability of this Guaranty, each Guarantor hereby waives any right to
assert against any member of the Lender Group or any Bank Product Provider any
defense to the enforcement of this Guaranty, whether denominated “estoppel” or
otherwise, based on or arising from an election by any member of the Lender
Group or any Bank Product Provider to nonjudicially foreclose on any such
mortgage or deed of trust.  Each
Guarantor understands that the effect of the foregoing waiver may be that
Guarantor may have liability hereunder for amounts with respect to which such
Guarantor may be left without rights of subrogation, reimbursement,
contribution, or indemnity against any Borrower or other guarantors or
sureties.


(f)            Without limiting the generality of any other
waiver or other provision set forth in this Guaranty, each Guarantor waives all
rights and defenses that such Guarantor may have if all or part of the
Guarantied Obligations are secured by real property.  This means, among other things:


(i)    Any member of the Lender Group or any Bank Product Provider may collect
from such Guarantor without first foreclosing on any real or personal property
collateral that may be pledged by such Guarantor, any Borrower, or any other
guarantor.


(ii)   If any member of the Lender Group or any Bank Product Provider
forecloses on any real property collateral that may be pledged by such
Guarantor, any Borrower or any other guarantor:


(1)                                The amount of the Guarantied Obligations or
any obligations of any Guarantor in respect thereof may be reduced only by the
price for which that collateral is sold at the foreclosure sale, even if the
collateral is worth more than the sale price.


(2)                                Agent may collect from such Guarantor even if
any member of the Lender Group or any Bank Product Provider, by foreclosing on
the real property collateral, has destroyed any right such Guarantor may have
to collect from Borrowers or any other Guarantor.


This is an unconditional and irrevocable
waiver of any rights and defenses any Guarantor may have if all or part of the
Guarantied Obligations are secured by real property.


(g)           WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION
SET FORTH IN THIS GUARANTY, EACH GUARANTOR WAIVES ALL RIGHTS AND DEFENSES
ARISING OUT OF AN 



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ELECTION OF REMEDIES BY ANY MEMBER OF THE
LENDER GROUP OR ANY BANK PRODUCT PROVIDER, EVEN THOUGH SUCH ELECTION OF
REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE
GUARANTIED OBLIGATIONS, HAS DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION
AND REIMBURSEMENT AGAINST EACH BORROWER BY THE OPERATION OF APPLICABLE LAW.


(h)           Without limiting the generality of any other waiver or other provision
set forth in this Guaranty, each Guarantor hereby agrees as follows:


(i)    Agent’s right to enforce this Guaranty is absolute and is not
contingent upon the genuineness, validity or enforceability of any of the Loan
Documents.  Each Guarantor agrees that
Agent’s rights under this Guaranty shall be enforceable even if a Borrower had
no liability at the time of execution of the Loan Documents or later ceases to
be liable.


(ii)   Each Guarantor agrees that Agent’s rights under the Loan Documents will
remain enforceable even if the amount secured by the Loan Documents is larger
in amount and more burdensome than that for which each Borrower is
responsible.  The enforceability of this
Guaranty against each Guarantor shall continue until all sums due under the
Loan Documents have been paid in full and shall not be limited or affected in
any way by any impairment or any diminution or loss of value of any security or
collateral for Borrowers’ obligations under the Loan Documents, from whatever
cause, the failure of any security interest in any such security or collateral
or any disability or other defense of Borrowers, any other guarantor of
Borrowers’ obligations under any other Loan Document, any pledgor of collateral
for any person’s obligations to Agent or any other person in connection with
the Loan Documents.


(iii)  Each Guarantor waives the right to require Agent to (A) proceed
against any Borrower, any guarantor of a Borrower’s obligations under any Loan
Document, any other pledgor of collateral for any person’s obligations to Agent
or any other person in connection with the Guarantied Obligations,
(B) proceed against or exhaust any other security or collateral Agent may
hold, or (C) pursue any other right or remedy for any Guarantor’s benefit,
and agrees that Agent may exercise its right under this Guaranty without taking
any action against any Borrower, any other guarantor of Borrowers’ obligations
under the Loan Documents, any pledgor of collateral for any person’s
obligations to Agent or any other person in connection with the Guarantied
Obligations, and without proceeding against or exhausting any security or
collateral Agent holds.


7.             Releases.  Each
Guarantor consents and agrees that, without notice to or by any Guarantor and
without affecting or impairing the obligations of Guarantor hereunder, any
member of the Lender Group or any Bank Product Provider may, by action or
inaction, compromise or settle, extend the period of duration or the time for
the payment, or discharge the performance of, or may refuse to, or otherwise
not enforce, or may, by action or inaction, release all or any one or more
parties to, any one or more of the terms and provisions of the Credit Agreement
or any other Loan Document or may grant other indulgences to Borrowers in
respect thereof, or may amend or modify in any manner and at any time (or from
time to time) any one or more of the Credit Agreement or any other Loan
Document, or may, by action or inaction, 



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release or substitute any other guarantor, if
any, of the Guarantied Obligations, or may enforce, exchange, release, or
waive, by action or inaction, any security for the Guarantied Obligations or
any other guaranty of the Guarantied Obligations, or any portion thereof.


8.             No Election.  The
Lender Group and the Bank Product Providers shall have the right to seek
recourse against each Guarantor to the fullest extent provided for herein and
no election by any member of the Lender Group or any Bank Product Provider to
proceed in one form of action or proceeding, or against any party, or on any
obligation, shall constitute a waiver of the Lender Group’s or any Bank Product
Provider’s right to proceed in any other form of action or proceeding or
against other parties unless Agent, on behalf of the Lender Group or the Bank
Product Providers, has expressly waived such right in writing.  Specifically, but without limiting the
generality of the foregoing, no action or proceeding by the Lender Group or the
Bank Product Providers under any document or instrument evidencing the
Guarantied Obligations shall serve to diminish the liability of any Guarantor
under this Guaranty except to the extent that the Lender Group and the Bank
Product Providers finally and unconditionally shall have realized payment in
full of the Guarantied Obligations by such action or proceeding.


9.             Revival and Reinstatement.  If
the incurrence or payment of the Guarantied Obligations or the obligations of
any Guarantor under this Guaranty by such Guarantor or the transfer by any
Guarantor to Agent of any property of such Guarantor 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, or other voidable or
recoverable payments of money or transfers of property (collectively, a “Voidable
Transfer”), and if the Lender Group 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 the Lender Group is required or elects to repay or
restore, and as to all reasonable costs, expenses, and attorneys fees of the
Lender Group related thereto, the liability of all the Guarantors automatically
shall be revived, reinstated, and restored and shall exist as though such
Voidable Transfer had never been made.


10.           Financial Condition of
Borrowers.  Each Guarantor represents and warrants to the
Lender Group and the Bank Product Providers that it is currently informed of
the financial condition of Borrowers and of all other circumstances which a
diligent inquiry would reveal and which bear upon the risk of nonpayment of the
Guarantied Obligations.  Each Guarantor
further represents and warrants to the Lender Group and the Bank Product
Providers that it has read and understands the terms and conditions of the
Credit Agreement and each other Loan Document. 
Each Guarantor hereby covenants that it will continue to keep itself
informed of Borrowers’ financial condition, the financial condition of other
guarantors, if any, and of all other circumstances which bear upon the risk of
nonpayment or nonperformance of the Guarantied Obligations.


11.           Payments; Application.  All
payments to be made hereunder by the Guarantors shall be made in Dollars, in
immediately available funds, and without deduction (whether for taxes or
otherwise) or offset and shall be applied to the Guarantied Obligations in
accordance with the terms of the Credit Agreement.



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12.           Attorneys Fees and Costs.  Each
Guarantor jointly and severally agrees to pay, on demand, all attorneys fees
and all other costs and expenses which may be incurred by Agent or the Lender
Group in connection with the enforcement of this Guaranty or in any way arising
out of, or consequential to, the protection, assertion, or enforcement of the
Guarantied Obligations (or any security therefor), irrespective of whether suit
is brought.


13.           Notices.  All
notices and other communications hereunder to Agent shall be in writing and
shall be mailed, sent, or delivered in accordance with Section 11 of the
Credit Agreement.  All notices and other
communications hereunder to the Guarantors shall be in writing and shall be
mailed, sent, or delivered in care of the Administrative Borrower in accordance
with Section 11 of the Credit Agreement.


14.           Cumulative Remedies.  No
remedy under this Guaranty, under the Credit Agreement, or any other Loan
Document is intended to be exclusive of any other remedy, but each and every
remedy shall be cumulative and in addition to any and every other remedy given
under this Guaranty, under the Credit Agreement, or any other Loan Document,
and those provided by law.  No delay or
omission by the Lender Group or Agent on behalf thereof to exercise any right
under this Guaranty shall impair any such right nor be construed to be a waiver
thereof.  No failure on the part of the
Lender Group or Agent on behalf thereof to exercise, and no delay in
exercising, any right under this Guaranty shall operate as a waiver thereof;
nor shall any single or partial exercise of any right under this Guaranty
preclude any other or further exercise thereof or the exercise of any other
right.


15.           Severability of Provisions.  Each
provision of this Guaranty shall be severable from every other provision of
this Guaranty for the purpose of determining the legal enforceability of any
specific provision.


16.           Entire Agreement; Amendments.  This
Guaranty constitutes the entire agreement between the Guarantors and the Lender
Group pertaining to the subject matter contained herein.  This Guaranty may not be altered, amended, or
modified, nor may any provision hereof be waived or noncompliance therewith
consented to, except by means of a writing executed by the Guarantors and
Agent, on behalf of the Lender Group. 
Any such alteration, amendment, modification, waiver, or consent shall
be effective only to the extent specified therein and for the specific purpose
for which given.  No course of dealing
and no delay or waiver of any right or default under this Guaranty shall be
deemed a waiver of any other, similar or dissimilar, right or default or
otherwise prejudice the rights and remedies hereunder.


17.           Successors and Assigns.  This
Guaranty shall be binding upon each Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Lender
Group and the Bank Product Providers; provided, however,
Guarantor shall not assign this Guaranty or delegate any of its duties
hereunder without Agent’s prior written consent and any unconsented to
assignment shall be absolutely void.  In
the event of any assignment or other transfer of rights by the Lender Group or
the Bank Product Providers, the rights and benefits herein conferred upon the
Lender Group and the Bank Product Providers shall automatically extend to and
be vested in such assignee or other transferee.



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18.           No Third Party Beneficiary.  This
Guaranty is solely for the benefit of each member of the Lender Group, each
Bank Product Provider, and each of their successors and assigns and may not be
relied on by any other Person.


19.           CHOICE OF LAW AND VENUE;
JURY TRIAL WAIVER.


THE
VALIDITY OF THIS GUARANTY, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


THE PARTIES
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW
YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS
OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. 
EACH GUARANTOR AND EACH MEMBER OF THE LENDER GROUP WAIVE, 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 19.


EACH GUARANTOR AND EACH MEMBER OF
THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY 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 GUARANTOR AND EACH MEMBER OF THE LENDER
GROUP 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 LITIGATION, A
COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


20.           Counterparts; Telefacsimile
or Electronic Mail Execution.  This Guaranty 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 Guaranty.  Delivery of an
executed counterpart of this Guaranty by telefacsimile or electronic mail shall
be equally as effective as delivery of an original executed counterpart of this
Guaranty.  Any party delivering an
executed counterpart of this Guaranty by telefacsimile or electronic mail also
shall deliver an original 



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executed counterpart of this Guaranty but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Guaranty.


21.           Agreement to be Bound.  Each
Guarantor hereby agrees to be bound by each and all of the terms and provisions
of the Credit Agreement.  Without
limiting the generality of the foregoing, by its execution and delivery of this
Guaranty, each Guarantor hereby: 
(a) makes to the Lender Group each of the representations and
warranties set forth in the Credit Agreement applicable to any Guarantor fully
as though such Guarantor were a party thereto, and such representations and
warranties are incorporated herein by this reference, mutatis
mutandis; and (b) agrees and covenants (i) to do each of
the things set forth in the Credit Agreement that each Borrower agrees and
covenants to cause its Subsidiaries and/or any Guarantor to do, and
(ii) to not do each of the things set forth in the Credit Agreement that
each Borrower agrees and covenants to cause its Subsidiaries and/or any
Guarantor not to do, in each case, fully as though such Guarantor was a party
thereto, and such agreements and covenants are incorporated herein by this
reference, mutatis mutandis.


[Signature page to follow]



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IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Guaranty as of the date first written above.


	
  

  	
  BLACK GAMING, LLC, 

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert R.
  Black, Sr.

  	
   

  
	
   

  	
  Name:

  	
   Robert R. Black, Sr.

  	
   

  
	
   

  	
  Title:

  	
    Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  R. BLACK, INC., 

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert R.
  Black, Sr.

  	
   

  
	
   

  	
  Name:

  	
  Robert R. Black,
  Sr.

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  



 


 


[SIGNATURE PAGE TO GUARANTY]