Exhibit 10.13


CONSENT


THIS CONSENT (this “Consent”) is made this 31st day of December, 2006
by and among (i) Wells Fargo Foothill, Inc., in its capacity as administrative
agent for the Lender Group and the Bank Product Provider under the Parent
Pledge Agreement (as hereinafter defined) (together with its successors, “Agent”)
and (ii) Robert R. Black, Sr., as trustee of the Robert R. Black, Sr. Gaming
Properties Trust u/a/d May 24, 2004 (the “Black Trust”) and R. Black, Inc. a
Nevada corporation (“RBI”, and together, with the Black Trust, collectively,
jointly and severally, the “Pledgors”).


RECITALS


WHEREAS, Agent entered into that certain Credit Agreement, dated
December 20, 2004 (the “Credit Agreement”), by and among the Lenders (as
defined in the Credit Agreement), Agent, as the arranger and administrative
agent for the Lenders, Virgin River Casino Corporation, a Nevada corporation (“Virgin River”), RBG, LLC, a Nevada
limited-liability company (“RBG”),
and B & B B, Inc., a Nevada corporation (“B&BB”), Casablanca Resorts, LLC, a Nevada limited-liability
company (“CBR”), Oasis Interval Ownership LLC, a Nevada limited-liability
company (“OIO”), Oasis Recreational Properties, Inc., a Nevada corporation (“ORP”),
and Oasis Interval Management LLC, a Nevada limited-liability company (“OIM
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”);
and


WHEREAS, pursuant to the Credit Agreement, Agent and the Pledgors entered
into that certain Parent Pledge Agreement, dated December 20, 2004 (the “Parent
Pledge”); and


WHEREAS, Section 6(j) of the Parent Pledge provides that the Pledgors
shall not cause, permit, or suffer, directly or indirectly, any amendment to
the Convertible Note (as defined herein), the Convertible Note Pledge Agreement
(as defined herein), or the Convertible Note Purchase Agreement (as defined
herein) without the prior written consent of the Agent, which consent shall not
be unreasonably withheld; and


WHEREAS, the Pledgors desire to amend and restate that certain
Convertible Promissory Note, dated December 20, 2004 (the “Convertible Note”),
by RBI in favor of Gaughan, in a form substantially similar to the Amended and
Restated Convertible Promissory Note (the “Amendment”) attached hereto as Exhibit A, primarily to cause the
Black Trust to assume the obligations of RBI under the Convertible Note and
release RBI from its obligations thereunder; and


WHEREAS, Agent desires to consent to the Amendment.


NOW, THEREFORE, in consideration of the understandings hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Agent agrees as follows:


1.               Consent to the Amendment.  Agent
hereby consents to the amendment and restatement of the Convertible Note in the
form of the Amendment.


2.               Binding on Successors.  This
Consent shall be binding upon and shall inure to the benefit of the parties and
their respective successors, and assigns and representatives.









 



3.               Headings.  The
subject headings or captions of the paragraphs of this Consent are included
only for the purposes of convenience and shall not affect the construction or
interpretation of any provisions contained herein.


[signature page to follow]



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IN WITNESS WHEREOF, the parties hereto have
executed this Consent on the day and year first set forth above.


 


	
  Wells Fargo Foothill, Inc., as Agent

  
	
   

  
	
  By:

  	
  /s/ Kevin P.
  Smith

  	
   

  
	
  Name:

  	
  Kevin P. Smith

  
	
  Title:

  	
  Vice President

  
	
   

  
	
   

  
	
  Robert R. Black, Sr. as
  trustee of the Robert R. Black, Sr. Gaming Properties Trust u/a/d May 24,
  2004,

  as Pledgor

  
	
   

  
	
  By:

  	
  /s/ Robert R.
  Black, Sr.

  	
   

  
	
  Name:

  	
  Robert R. Black,
  Sr.

  
	
  Title:

  	
  Trustee

  
	
   

  	
   

  
	
  R. Black, Inc., a Nevada
  corporation, as Pledgor

  
	
   

  
	
  By:

  	
  /s/ Robert R.
  Black, Sr.

  	
   

  
	
  Name:

  	
  Robert R. Black,
  Sr.

  
	
  Title:

  	
  President

  
				



 



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EXHIBIT A


[attached]



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