<PAGE>

                                                                   EXHIBIT 10.30



Recording Requested By and recorded
counterparts should be returned to:

Josephine M. Greaves, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624

            DEED OF TRUST, ASSIGNMENT OF RENTS, LEASES AND SECURITY
                                   AGREEMENT

                                    MADE BY

                        COAST HOTELS AND CASINOS, INC.
                             A NEVADA CORPORATION,
                                  AS TRUSTOR,

                                      TO

                            NATIONAL TITLE COMPANY
                             A NEVADA CORPORATION,
                                  AS TRUSTEE,
                              FOR THE BENEFIT OF

                        FIRSTAR BANK OF MINNESOTA, N.A.
                                AS BENEFICIARY

******************************************************************************

     THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS AND
IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY,
NEVADA UNDER THE NAMES OF COAST HOTELS AND CASINOS, INC. AS DEBTOR AND FIRSTAR
BANK OF MINNESOTA, N.A. AS SECURED PARTY.

     THIS INSTRUMENT SECURES FUTURE ADVANCES; BUT THE MAXIMUM AMOUNT OF
PRINCIPAL SECURED, FOR PURPOSES OF SECTION 106.360 OF THE NEVADA REVISED
STATUTES, IS $16,800,000.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>                                                                                    <C>
ARTICLE I   COVENANTS OF TRUSTOR......................................................... 15
            1.1.  Performance of Loan Documents.......................................... 15
            1.2.  General Representations, Covenants and Warranties...................... 15
            1.3.  Compliance with Legal Requirements..................................... 16
            1.4.  Taxes.................................................................. 16
            1.5.  Insurance.............................................................. 16
            1.6.  Condemnation........................................................... 19
            1.7.  Care of Trust Estate................................................... 19
            1.8.  Space Leases........................................................... 20
            1.9.  Further Encumbrance.................................................... 21
            1.10. Partial Releases of Trust Estate....................................... 22
            1.11. Further Assurances..................................................... 23
            1.12. Security Agreement and Financing Statements............................ 24
            1.13. Assignment of Rents.................................................... 27
            1.14. Expenses............................................................... 27
            1.15. Beneficiary's Cure of Trustor's Default................................ 28
            1.16. Use of Land............................................................ 28
            1.17. Compliance with Permitted Lien Agreements.............................. 28
            1.18. Defense of Actions..................................................... 29
            1.19. Affiliates............................................................. 29
            1.20. Title Insurance........................................................ 29

ARTICLE II  THE LEASES................................................................... 29
            2.1.  Status of Leases....................................................... 30
            2.2.  Performance of Leases.................................................. 30
            2.3.  Cure by Beneficiary.................................................... 30
            2.4.  No Merger of Estates................................................... 31
            2.5.  No Assignment of Leases................................................ 31
            2.6.  Maintenance of Leases.................................................. 31
            2.7.  Treatment of the Leases in Bankruptcy.................................. 31

ARTICLE 3 CORPORATE LOAN PROVISIONS...................................................... 32
            3.1.  Interaction with Indenture............................................. 32
            3.2.  Other Collateral....................................................... 33

ARTICLE IV  DEFAULTS AND REMEDIES........................................................ 33
            4.1.  Event of Default....................................................... 33
            4.2   Accleration of Maturity................................................ 33
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                     <C>
            4.3.  Protective Advances.................................................... 34
            4.4.  Institution of Equity Proceedings...................................... 34
            4.5.  Beneficiary's Power of Enforcement..................................... 34
            4.6.  Beneficiary's Right to Enter and Take Possession, Operate and Apply
                     Income.............................................................. 36
            4.7.  Leases................................................................. 37
            4.8.  Purchase by Beneficiary................................................ 38
            4.9.  Waiver of Appraisement, Valuation, Stay, Extension and Redemption
                     Laws................................................................ 38
            4.10. Receiver............................................................... 38
            4.11. Suits to Protect the Trust Estate...................................... 39
            4.12. Proofs of Claim........................................................ 39
            4.13. Trustor to Pay the Notes on Any Default in Payment; Application of
                     Monies by Beneficiary............................................... 40
            4.14. Delay or Omission; No Waiver........................................... 40
            4.15. No Waiver or One Default to Affect Another............................. 40
            4.16. Discontinuance of Proceedings; Position of Parties Restored............ 41
            4.17. Remedies Cumulative.................................................... 42
            4.18. Interest After Event of Default........................................ 43
            4.19. Foreclosure; Expenses of Litigation.................................... 43
            4.20. Deficiency Judgments................................................... 44
            4.21. Waiver of Jury Trial................................................... 44
            4.22. Exculpation of Beneficiary............................................. 44

ARTICLE V   RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS
            RELATING TO TRUSTEE.......................................................... 45
            5.1.  Exercise of Remedies by Trustee........................................ 45
            5.2.  Rights and Privileges of Trustee....................................... 45
            5.3.  Resignation or Replacement of Trustee.................................. 45
            5.4.  Authority of Beneficiary............................................... 46
            5.5.  Effect of Appointment of Successor Trustee............................. 46
            5.6.  Confirmation of Transfer and Succession................................ 46
            5.7.  Ratification........................................................... 47
            5.8.  Exculpation............................................................ 47
            5.9.  Endorsement and Execution of Documents................................. 47
            5.10.  Multiple Trustees..................................................... 47

ARTICLE VI MISCELLANEOUS PROVISIONS...................................................... 48
            6.1.  Heirs, Successors and Assigns Included in Parties...................... 48
            6.2.  Addresses for Notices, Etc............................................. 50
            6.3.  Change of Notice Address............................................... 50
            6.4.  Headings............................................................... 50
            6.5.  Invalid Provisions to Affect No Others................................. 50
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                     <C>
            6.6.  Changes and Priority Over Intervening Liens............................ 50
            6.7.  Estoppel Certificates.................................................. 51
            6.8.  Governing Law.......................................................... 51
            6.9.  Required Notices....................................................... 51
            6.10. Reconveyance........................................................... 52
            6.11. Attorneys' Fees........................................................ 52
            6.12. Late Charges........................................................... 52
            6.13. Cost of Accounting..................................................... 52
            6.14. Right of Entry......................................................... 52
            6.15. Corrections............................................................ 53
            6.16. Statute of Limitations................................................. 53
            6.17. Subrogation............................................................ 53
            6.18. Joint and Several Liability............................................ 53
            6.19. Context................................................................ 53
            6.20. Time................................................................... 54
            6.21. Interpretation......................................................... 54
            6.22. Effect of NRS (S) 107.030.............................................. 54
            6.23. Amendments............................................................. 54
            6.24. No Conflicts........................................................... 54

ARTICLE VII  POWER OF ATTORNEY........................................................... 54
            7.1.  Grant of Power......................................................... 55
            7.2.  Possession and Completion.............................................. 55
            7.3.  Plans and Specifications............................................... 55
            7.4.  Employment of Others................................................... 55
            7.5.  Security Guards........................................................ 55
            7.6.  Compromise Claims...................................................... 55
            7.7.  Legal Proceedings...................................................... 55
            7.8.  Other Acts............................................................. 55
</TABLE>

SCHEDULE A        LAND DESCRIPTION, INCLUDING LEASE DESCRIPTION
SCHEDULE A-1      GOLD COAST LAND DESCRIPTION
SCHEDULE A-2      RANCHO ROAD LAND DESCRIPTION
SCHEDULE A-3      WAREHOUSE LAND DESCRIPTION
SCHEDULE A-4      BARBARY COAST LAND DESCRIPTION
SCHEDULE A-5      PARKING LOT LAND DESCRIPTION
SCHEDULE A-6      ORLEANS LAND DESCRIPTION
            DEED OF TRUST, ASSIGNMENT OF RENTS, LEASES AND SECURITY
                                   AGREEMENT

        THIS DEED OF TRUST, ASSIGNMENT OF RENTS, LEASES AND SECURITY

                                     -iii-
<PAGE>

     AGREEMENT (hereinafter called "DEED OF TRUST") is made and effective as of
November 21, 1997, by COAST HOTELS AND CASINOS, INC., a Nevada corporation, as
Trustor, whose address is 4500 West Tropicana Avenue, Las Vegas, Nevada 89103 to
NATIONAL TITLE COMPANY, a Nevada corporation, whose address is 714 E. Sahara
Avenue, Las Vegas, Nevada 89104, as Trustee, for the benefit of FIRSTAR BANK OF
MINNESOTA, N.A., a National Association, as trustee under that certain Indenture
dated as of even date herewith among Firstar Bank of Minnesota, N.A., as
trustee, Trustor as issuer, and Coast Resorts, Inc., a Nevada corporation, as
guarantor, whose address is 101 East Fifth Street, St. Paul, Minnesota 5101-1860
("BENEFICIARY").

     WHEREAS, Coast Hotels and Casinos, Inc., as trustor, has entered into that
certain Deed of Trust, Assignment of Rents, Leases and Security Agreement dated
as of January 30, 1996 (the "1996 Deed of Trust") with National Title Company,
as trustee, for the benefit of American Bank National Association (the present
successor in interest of which is Firstar Bank of Minnesota, N.A., as trustee
(the "1996 Trustee")) as trustee under that certain Indenture dated as of
January 30, 1996 among the 1996 Trustee, Coast Hotels and Casinos, Inc., as
issuer, and Coast Resorts, Inc., and Coast West, Inc., as guarantors, which 1996
Deed of Trust is recorded as Document No. 00397, Book No. 960130 of the Official
Records, Clark County, Nevada.

     WHEREAS, the 1996 Deed of Trust and this Deed of Trust are subject to the
terms and conditions of the Pari Passu Intercreditor Agreement dated as of
                            ---- -----
November 21, 1997 (the "Intercreditor Agreement") among the 1996 Trustee,
Trustor (as herein defined), the Guarantor (as herein defined), Coast West,
Inc., a Nevada corporation and the Trustee (together, the 1996 Trustee and the
Trustee are, the Pari Passu Parties) which sets forth the agreement of the
                 ---- -----
parties thereto as to the nature of the priority of the liens, mortgages,
pledges and security interests held by the Pari Passu Parties in the Pari Passu
                                           ---- -----                ---- -----
Collateral (as defined in the Intercreditor Agreement) which includes, among
other things, the Trust Estate, as defined in this Deed of Trust, all as more
particularly defined in the Intercreditor Agreement and certain other matters
related thereto providing equal priority between the 1996 Deed of Trust and this
Deed of Trust recorded herewith.

     DEFINITIONS - As used in this Deed of Trust, the following terms have the
meanings hereinafter set forth:

          "ACCOUNTS RECEIVABLE" shall have the meaning set forth in Section 9-
     106 (NRS 104.9106) of the UCC for the term "account."

          "APPURTENANT RIGHTS" means all and single tenements, hereditaments,
     rights, reversions, remainders, development rights, privileges, benefits,
     easements (in gross or appurtenant), rights-of-way, gores or strips of
     land, streets, ways, alleys, passages, sewer rights, water courses, water
     rights and powers, and all appurtenances whatsoever and claims or demands
     of Trustor at law or in equity in any way belonging, benefitting, relating
     or appertaining to the Land, the airspace over the Land, the Improvements
     or any
<PAGE>

     of the Trust Estate encumbered by this Deed of Trust, or which hereinafter
     shall in any way belong, relate or be appurtenant thereto, whether now
     owned or hereafter acquired by Trustor.

          "BANKRUPTCY" means, with respect to any Person, that such Person is or
     becomes bankrupt or Insolvent or:  (a) is the subject of any order for
     relief under any Bankruptcy Law; (b) commences a voluntary proceeding under
     any Bankruptcy Law; (c) consents to the entry of an order for relief in an
     involuntary proceeding under any Bankruptcy Law; (d) consents to the
     appointment of, or taking possession by any Receiver; (e) makes any
     assignment for the benefit of creditors; (f) is unable or fails, or admits
     in writing its inability, to pay its debts as such debts become due; (g) is
     the subject of any involuntary proceeding under any Bankruptcy Law or
     involuntary appointment of a Receiver, and such involuntary proceeding or
     appointment is not dismissed and terminated within 60 days; (h) is the
     subject of any other proceeding or relief similar to any of the foregoing
     under any law; (i) is the subject of a warrant of attachment, execution, or
     similar process with respect to such Person or any substantial part of such
     Person's property, which warrant or similar process remains in effect for
     sixty days without having been bonded or discharged; or (j) otherwise
     ceases to do business as a going concern.

          "BARBARY COAST HOTEL AND CASINO" means the hotel and casino as
     currently constructed and located at the intersection of East Flamingo Road
     and the Las Vegas Strip, Las Vegas, Nevada.

          "BARBARY COAST LEASE" means that certain Lease Agreement dated as of
     May 1, 1992 by and between Empey Enterprises and Trustor, as successor in
     interest to Barbary Coast Hotel & Casino, covering the real property
     described in Schedule A-4.  Attached hereto as Exhibit 1 is a Landlord-
     Mortgagee Agreement executed by Empey Enterprises in favor of Beneficiary
     consenting to this Deed of Trust and granting Beneficiary certain rights
     under the Barbary Coast Lease.

          "BENEFICIARY" means Firstar Bank of Minnesota, N.A., a National
     Association, as trustee under the Indenture and any substitute trustee
     designated from time to time under the Indenture.

          "BUSINESS DAY" means any day that is not a Saturday, a Sunday or a day
     on which banking institutions in the State of Nevada or the City of New
     York are not required to be open.

          "DEED OF TRUST" means this Deed of Trust as it may be amended,
     increased or modified from time to time.

          "ENVIRONMENTAL LAWS" means any and all laws and Legal Requirements
     relating to environmental matters, pollution, or hazardous substances,
     including: the

                                      -2-
<PAGE>

     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C. (S)(S) 1801 et seq.); the Nevada Hazardous Materials Act
     (NRS Chapter 459); and other Laws that may form the basis of any claim,
     action, demand, suit, proceeding, hearing, or notice of violation that is
     based on or related to the generation, manufacture, processing,
     distribution, use, existence, treatment, storage, disposal, transport, or
     handling, or the emission, discharge, release, or threatened release into
     the environment, of any hazardous substance, or other threat to the
     environment.

          "EVENT OF DEFAULT" has the meaning set forth in Section 4.1 hereof.

          "EXCLUDED ASSETS" means (i) any equipment subject to Liens in
     existence as of the date of the 1996 Indenture (as defined in the
     Indenture) securing Existing Indebtedness (as defined in the Indenture);
     (ii) any agreement with a third party that, pursuant to its terms,
     prohibits the grant of a lien on such agreement; provided that the Trustor
     shall use its best efforts to obtain such third party's consent to
     assignment of all material agreements: (iii) Gaming Licenses (as defined in
     the Indenture) or any other governmental approval or permit, to the extent
     that, under the terms and conditions of such approval or under applicable
     law, cannot be subjected to a Lien in favor of the Beneficiary without the
     approval of the relevant governmental authority, to the extent that such
     approval has not been obtained: (iv) the Designated Assets (as defined in
     the 1996 Indenture) and the Rancho Road Property (as defined in the 1996
     Indenture), after the release of any such assets from the Lien securing the
     obligations under the Indenture and the Notes; and (v) any FF&E (A) the
     purchase of which was not financed with the proceeds of the Notes, (B) that
     Trustor is permitted to encumber and has encumbered pursuant to clause (ii)
     of the second paragraph of Section 4.9 of the Indenture and (C) in which
     Beneficiary is prohibited from maintaining a security interest pursuant to
     the terms of the FF&E Financing Agreement (as defined herein) encumbering
     such FF&E.

          "FEE LAND" means the real property situated in the County of Clark,
     State of Nevada, more specifically described in Schedules A-1, A-2 and A-3
     attached hereto and incorporated herein by reference, including any after
     acquired title thereto.

          "FF&E" means all furniture, fixtures, equipment, gaming equipment,
     appurtenances and personal property now or in the future contained in, used
     in connection with, attached to, or otherwise useful or convenient to the
     use, operation, or occupancy of, or placed on, but unattached to, any part
     of the Land or Improvements whether or not the same constitutes real
     property or fixtures in the State of Nevada, including all removable window
     and floor coverings, all furniture and furnishings, heating, lighting,
     plumbing, ventilating, air conditioning, refrigerating, incinerating and
     elevator and escalator plants, cooking facilities, vacuum cleaning systems,
     public address and communications systems, sprinkler systems and other fire
     prevention and extinguishing apparatus and materials, motors, machinery,
     pipes, appliances, equipment, fittings, fixtures, and building materials,
     together with all venetian blinds, shades, draperies,

                                      -3-
<PAGE>

     drapery and curtain rods, brackets, bulbs, cleaning apparatus, mirrors,
     lamps, ornaments, cooling apparatus and equipment, ranges and ovens,
     garbage disposals, dishwashers, mantels, and any and all such property
     which is at any time installed in, affixed to or placed upon the Land or
     Improvements.

          "FF&E FINANCING AGREEMENT" shall have the meaning ascribed to that
     term in Section 1.9(d) hereof.

          "GOLD COAST HOTEL AND CASINO" means the hotel and casino as currently
     constructed and located at 4000 West Flamingo Road, Las Vegas, Nevada.

          "GOVERNMENTAL AUTHORITY" means any agency, authority, board, bureau,
     commission, department, office, public entity, or instrumentality of any
     nature whatsoever of the United States federal or foreign government, any
     state, province or any city or other political subdivision or otherwise,
     whether now or hereafter in existence, or any officer or official thereof,
     including, without limitation, any Gaming Authority.

          "GUARANTOR(S)" means each of (i) Coast Resorts, Inc., and (ii) any
     other Affiliate of Trustor that now or hereafter is obligated under a Note
     Guarantee.

          "IMPOSITION" means any taxes, assessments, water rates, sewer rates,
     maintenance charges, other governmental impositions and other charges now
     or hereafter levied or assessed or imposed against the Trust Estate or any
     part thereof.

          "IMPROVEMENTS" means (1) all the buildings, structures, facilities and
     improvements of every nature whatsoever now or hereafter situated on the
     Land or any real property encumbered hereby, and (2) all fixtures,
     machinery, appliances, goods, building or other materials, equipment,
     including without limitation all gaming equipment and devices, and all
     machinery, equipment, engines, appliances and fixtures for generating or
     distributing air, water, heat, electricity, light, fuel or refrigeration,
     or for ventilating or sanitary purposes, or for the exclusion of vermin or
     insects, fuel or refrigeration, or for ventilating or sanitary purposes, or
     for the exclusion of vermin or insects, or for the removal of dust, refuse
     or garbage; all wall-beds, wall-safes, built-in furniture and
     installations, shelving, lockers, partitions, doorstops, vaults, motors,
     elevators, dumb-waiters, awnings, window shades, venetian blinds, light
     fixtures, fire hoses and brackets and boxes for the same, fire sprinklers,
     alarm, surveillance and security systems, computers, drapes, drapery rods
     and brackets, mirrors, mantels, screens, linoleum, carpets and carpeting,
     plumbing, bathtubs, sinks, basins, pipes, faucets, water closets, laundry
     equipment, washers, dryers, ice-boxes and heating units; all kitchen and
     restaurant equipment, including but not limited to silverware, dishes,
     menus, cooking utensils, stoves, refrigerators, ovens, ranges, dishwashers,
     disposals, water heaters, incinerators, furniture, fixtures and
     furnishings, communication systems, and equipment; all cocktail lounge
     supplies, including but not limited to bars, glassware, bottles and

                                      -4-
<PAGE>

     tables used in connection with the Land; all chaise lounges, hot tubs,
     swimming pool heaters and equipment and all other recreational equipment
     (computerized and otherwise), beauty and barber equipment, and maintenance
     supplies used in connection with the Land; all amusement rides and
     attractions attached to the Land, all specifically designed installations
     and furnishings, and all furniture, furnishings and personal property of
     every nature whatsoever now or hereafter owned or leased by Trustor or in
     which Trustor has any rights or interest and located in or on, or attached
     to, or used or intended to be used or which are now or may hereafter be
     appropriated for use on or in connection with the operation of the Land or
     any real or personal property encumbered hereby or any other Improvements,
     or in connection with any construction being conducted or which may be
     conducted thereon, and all extensions, additions, accessions, improvements,
     betterments, renewals, substitutions, and replacements to any of the
     foregoing, and all of the right, title and interest of Trustor in and to
     any such property, which, to the fullest extent permitted by law, shall be
     conclusively deemed fixtures and improvements and a part of the real
     property hereby encumbered.

          "INDENTURE" means that certain Indenture, dated as of November 21,
     1997, by and among Beneficiary, as trustee, Trustor, as issuer, and
     Guarantor, as such Indenture is amended or supplemented from time to time
     in accordance with the terms thereof.

          "INSOLVENT" means with respect to any person or entity, that such
     person or entity shall be deemed to be insolvent if he or it is unable to
     pay his or its debts as they became due and/or if the fair market value of
     his or its assets does not exceed his or its aggregate liabilities.

          "INTANGIBLE COLLATERAL" means (a) the rights to use all names and all
     derivations thereof now or hereafter used by in connection with the Land or
     Improvements, including, without limitation, the names "Orleans Hotel,"
     "Barbary Coast" and "Gold Coast" in the State of Nevada, including any
     variations thereon, together with the goodwill associated therewith, and
     all names, logos, and designs used by Trustor, or in connection with the
     Land or in which Trustor has rights, with the exclusive right to use such
     names, logos and designs wherever they are now or hereafter used in
     connection with the Resorts, and any and all other trade names, trademarks
     or service marks, whether or not registered, now or hereafter used in the
     operation of the Resorts, including, without limitation, any interest as a
     lessee, licensee or franchisee, and, in each case, together with the
     goodwill associated therewith; (b) subject to the absolute assignment
     contained herein, the Rents; (c) all securities of Trustor's subsidiaries,
     whether now in existence of hereafter incorporated or formed; (d) any and
     all books, records, customer lists, concession agreements, supply or
     service contracts, licenses, permits, governmental approvals (to the extent
     such licenses, permits and approvals may be pledged under applicable law),
     signs, goodwill, casino and hotel credit and charge records, supplier
     lists, checking accounts, safe deposit boxes (excluding the contents of
     such deposit boxes owned by persons other than Trustor and its
     subsidiaries), cash, instruments, chattel

                                      -5-
<PAGE>

     papers, including inter-company notes and pledges, documents, unearned
     premiums, deposits, refunds, including but not limited to income tax
     refunds, prepaid expenses, rebates, tax and insurance escrow and impound
     accounts, if any, actions and rights in action, and all other claims,
     including without limitation condemnation awards and insurance proceeds,
     and all other contract rights and general intangibles resulting from or
     used in connection with the operation of the Trust Estate and in which
     Trustor now or hereafter has rights; (e) all of Trustor's documents,
     instruments, contract rights, and general intangibles including, without
     limitation, all permits, licenses, franchises and agreements required for
     the use, occupancy or operation of any Improvements (to the extent such
     licenses, permits and approvals are not prohibited from being pledged under
     applicable law); (f) general intangibles, vacation license resort
     agreements or other time share license or right to use agreements,
     including without limitation all rents, issues, profits, income and
     maintenance fees resulting therefrom, whether any of the foregoing is now
     owned or hereafter acquired; and (g) any and all markers.

          "LAND" means the Fee Land and the Leased Land.

          "LEASED LAND" means the real property situated in the County of Clark,
     State of Nevada, more specifically described in Schedules A-4, A-5 and A-6
     attached hereto and incorporated herein by reference including any after
     acquired title thereto.

          "LEASES" means the Orleans Lease, the Barbary Coast Lease and the
     Parking Lot Lease and all other lease(s) or sublease(s) with respect to the
     Land as such (sub) lease(s) may be amended, restated, renewed, modified,
     supplemented, or extended from time to time in the future in compliance
     with this Deed of Trust, including any options to purchase, extend or renew
     provided for in such (sub) lease(s).

          "LEGAL REQUIREMENTS" means all applicable restrictive covenants,
     applicable zoning and subdivision ordinances and building codes, all
     applicable health and Environmental Laws and regulations, all applicable
     gaming laws and regulations, and all other applicable laws, ordinances,
     rules, regulations, judicial decisions, administrative orders, and other
     requirements of any Governmental Authority having jurisdiction over
     Trustor, the Trust Estate and/or any Affiliate of Trustor, in effect either
     at the time of execution of this Deed of Trust or at any time during the
     term hereof, including, without limitation, all Environmental Laws and
     Gaming Control Acts.

          "LOAN DOCUMENTS" means the Indenture, the Notes, that certain Purchase
     Agreement, dated as of November 21, 1997, among the Company, the Guarantor
     and the Purchasers (as defined therein), that certain Security Agreement,
     dated as of November 21, 1997, by and between Trustor and Beneficiary, that
     certain Stock Pledge Agreement, dated as of November 21, 1997, by and
     between Coast Resorts, Inc. and Beneficiary, that certain Unsecured
     Indemnity Agreement, dated as of November 21, 1997, by and between Trustor
     and Beneficiary and any other documents evidencing, guaranteeing or

                                      -6-
<PAGE>

     securing the Obligations of Trustor under such documents.

          "NOTEHOLDERS" means the holders of the Notes.

          "NOTES" means Trustor's $16,800,000 10 7/8% First Mortgage Notes due
     2001, issued pursuant to the Indenture.

          "NRS" means the Nevada Revised Statutes as in effect from time to
     time.

          "OBLIGATIONS" means the payment and performance of each covenant and
     agreement of Trustor contained in this Deed of Trust and the Loan
     Documents.

          "ORLEANS HOTEL AND CASINO" means the resort constructed in Las Vegas,
     Nevada, but excluding (i) any obsolete personal property or real property
     improvements determined by Trustor's Board of Directors to be no longer
     useful or necessary to the operations or support of the Orleans Hotel and
     Casino and (ii) any equipment leased from a third party in the ordinary
     course of business.

          "ORLEANS LEASE" means that certain Lease, dated as of October 1, 1995,
     by and between The Tiberti Company and Trustor, covering the real property
     described in Schedule A-6.  Attached hereto as Exhibit 2 is a Landlord-
     Mortgagee Agreement executed by The Tiberti Company in favor of Beneficiary
     consenting to this Deed of Trust and granting Beneficiary certain rights
     under the Orleans Lease.

          "PARKING LOT LEASE" means that certain Lease, dated as of November 1,
     1995, by and between Nevada Power Company and Trustor, as successor in
     interest to Barbary Coast Hotel and Casino, covering the real property
     described in Schedule A-5.  Attached hereto as Exhibit 3 is a Landlord-
     Mortgagee Agreement executed by Nevada Power Company in favor of
     Beneficiary consenting to this Deed of Trust and granting Beneficiary
     certain rights under the Parking Lot Lease.

          "PERMITTED DISPOSITIONS" means the sale, transfer, lease or other
     disposition of assets in the Trust Estate, in the ordinary course of
     business, of inventory held in the ordinary course of business and other
     sales, transfers, lease or other dispositions of assets in the Trust
     Estate; provided that all provisions of the Indenture are complied with,
             --------
     including Section 4.10.

          "PERSONAL PROPERTY" has the meaning set forth in Section 1.12.

          "PROCEEDS" has the meaning assigned to it under the UCC and, in any
     event, shall include but not be limited to (i) any and all proceeds of any
     insurance (including without limitation property casualty and title
     insurance), indemnity, warranty or guaranty payable from time to time with
     respect to any of the Trust Estate; (ii) any and all proceeds in the

                                      -7-
<PAGE>

     form of accounts, security deposits, tax escrows (if any), down payments
     (to the extent the same may be pledged under applicable law), collections,
     contract rights, documents, instruments, chattel paper, liens and security
     instruments, guarantees or general intangibles relating in whole or in part
     to the Resorts and all rights and remedies of whatever kind or nature
     Trustor may hold or acquire for the purpose of securing or enforcing any
     obligation due Trustor thereunder; (iii) any and all payments in any form
     whatsoever made or due and payable from time to time in connection with any
     requisition, confiscation, condemnation, seizure or forfeiture of all or
     any part of the Trust Estate by any Governmental Authority; (iv) subject to
     the absolute assignment contained herein, the Rents or other benefits
     arising out of, in connection with or pursuant to any Space Lease of the
     Trust Estate; and (v) any and all other amounts from time to time paid or
     payable in connection with any of the Trust Estate; provided, however, that
                                                         --------  -------
     Trustor is not authorized to dispose of any of the Trust Estate unless such
     disposition is a Permitted Disposition.

          "RECEIVER" means, with respect to any Person (including Trustor), any
     receiver, trustee, custodian, debtor in possession, liquidator,
     sequestrator, administrator, conservator, or other successor appointed
     (whether by a court or otherwise) pursuant to any creditor's exercise of
     remedies against such Person, or pursuant to a Bankruptcy of such Person,
     or for purposes of reorganization or liquidation, or otherwise for the
     benefit of such Person's creditors, or under any similar circumstances, or
     otherwise having similar powers over such Person or its property, whether
     such Receiver acts on an interim, temporary, or final basis and whether
     such appointment applies to all or any significant portion of such Person's
     assets or property, including or not including any of the Trust Estate.

          "RESORTS" means the Orleans Hotel and Casino, the Barbary Coast Hotel
     and Casino, the Gold Coast Hotel and Casino and any hotel, casino or resort
     constructed on the Land in the future.

          "RENTS" means all rents, room revenues, income, receipts, issues,
     profits, revenues and maintenance fees, room, food and beverage revenues,
     license and concession fees, income, proceeds and other benefits to which
     Trustor may now or hereafter be entitled from the Land, the Improvements,
     the Space Leases or any property encumbered hereby or any business or other
     activity conducted by Trustor at the Land or the Improvements.

          "SPACE LEASES" means any and all leases, subleases, lettings,
     licenses, concessions, operating agreements, management agreements, and all
     other agreements affecting the Trust Estate that Trustor has entered into,
     taken by assignment, taken subject to, or assumed, or has otherwise become
     bound by, now or in the future, that give any person the right to conduct
     its business on, or otherwise use, operate or occupy, all or any portion of
     the Land or Improvements and any leases, agreements or arrangements

                                      -8-
<PAGE>

     permitting anyone to enter upon or use any of the Trust Estate to extract
     or remove natural resources of any kind, together with all amendments,
     extensions, and renewals of the foregoing entered into in compliance with
     this Deed of Trust, together with all rental, occupancy, service,
     maintenance or any other similar agreements pertaining to use or occupation
     of, or the rendering of services at the Land, the Improvements or any part
     thereof.

          "SPACE LESSEE(S)" means any and all tenants, licensees, or other
     grantees of the Space Leases and any and all guarantors, sureties,
     endorsers or others having primary or secondary liability with respect to
     such Space Lease.

          "TANGIBLE COLLATERAL" means all personal property, goods, equipment,
     supplies, building and other materials of every nature whatsoever and all
     other tangible personal property constituting a part or portion of the
     Resorts and/or used in the operation of the hotels, casinos, restaurants,
     stores, parking facilities and all other commercial operations on the Land
     or Improvements, including but not limited to communication systems, visual
     and electronic surveillance systems and transportation systems and not
     constituting a part of the real property subject to the real property lien
     of this Deed of Trust and including all property and materials stored
     therein in which Trustor has an interest and all tools, utensils, food and
     beverage, liquor, uniforms, linens, housekeeping and maintenance supplies,
     vehicles, fuel, advertising and promotional material, blueprints, surveys,
     plans and other documents relating to the Land or Improvements, and all
     construction materials and all furnishings, fixtures and equipment,
     including, but not limited to, all gaming equipment and devices which are
     or are to be installed and used in connection with the operation of the
     Resorts, those items of furniture, fixtures and equipment which are to be
     purchased or leased by Trustor, machinery and any other item of person
     property in which Trustor now or hereafter own or acquire an interest or
     right, and which are used or useful in the construction, operation, use and
     occupancy of the Resorts; to the extent permitted by the applicable
     contract or applicable law, all gaming and financial equipment, computer
     equipment, calculators, adding machines, gaming tables, video game and slot
     machines, and any other electronic equipment of every nature used or
     located on any part of the Land or Improvements, and all present and future
     right, title and interest of Trustor in and to any casino operator's
     agreement, license agreement or sublease agreement used in connection with
     the Land or Improvements; provided, however, that Tangible Collateral does
     not include Excluded Assets.

          "TITLE INSURER" means Stewart Title Guaranty Company.

          "TRUST ESTATE" means all of the property described in Granting Clauses
     (A) through (Q) below, inclusive, and each item of property therein
     described, provided, however, that such term shall not include the property
     described in Granting Clause (R) below.

                                      -9-
<PAGE>

          "TRUSTEE" means National Title Company, a Nevada corporation, or any
     successor thereto appointed in accordance with this Deed of Trust.

          "TRUSTOR" means Coast Hotels and Casinos, Inc., a Nevada corporation,
     and includes not only the original Trustor hereunder, but also any
     successors or assigns of the Trust Estate, or any part thereof, at any time
     and from time to time, as the case requires.

          "UCC" means the Uniform Commercial Code in effect in the State of
     Nevada from time to time, NRS chapters 104 and 104A.

The following terms shall have the meaning assigned to such terms in the
Indenture:

     AFFILIATE
     BANKRUPTCY LAW
     CASH EQUIVALENTS
     EVENT OF LOSS
     GAMING AUTHORITY
     GAMING LAWS
     GAMING LICENSE
     HOLDER
     INTERCREDITOR AGREEMENT
     LIEN
     PERMITTED LIENS
     PERSON


In addition, any capitalized terms used in this Deed of Trust which are not
otherwise defined herein shall have the meaning ascribed to such terms in the
Indenture.

                                      -10-
<PAGE>

                              W I T N E S S E T H:
                              -------------------

     IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION;
THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE
PURPOSE OF SECURING in favor of Beneficiary (1) the due and punctual payment of
the indebtedness evidenced by the Notes; (2) the performance of each covenant
and agreement of Trustor contained in the Indenture, herein or in the other Loan
Documents; (3) the payment of all such additional loans or advanced as hereafter
may be made by Beneficiary to Trustor or its successors or assigns when
evidenced by a promissory note or notes reciting that they are secured by this
Deed of Trust; provided, however, that any and all future advances by
               --------  -------
Beneficiary to Trustor made for the improvement, protection or preservation of
the Trust Estate, together with interest at the interest rate on the Notes,
shall be automatically secured hereby unless such a note or instrument
evidencing such advances specifically recites that it is not intended to be
secured hereby and (4) the payment of all sums expended or advanced by
Beneficiary under or pursuant to the terms hereof or to protect the security
hereof, together with interest thereon as herein provided, Trustor, in
consideration of the premises, and for the purposes aforesaid, does hereby
ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER
UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY AND THE NOTEHOLDERS each of
the following:

          (A)   The Fee Land and all that certain leasehold estate and interest
     of Trustor in and to the Leased Land, together with any and all other,
     further or additional, title, estates, interests or rights which may at any
     time be acquired by Trustor in or to the Land demised by the Leases and
     Trustor expressly agrees that if Trustor shall, at any time prior to
     payment in full of all indebtedness secured hereby, acquire fee title to or
     any other greater interest in the Land, the lien of this Deed of Trust
     shall attach, extend to, cover and be a lien upon such fee simple title or
     other greater estate involving real property;

          (B)   TOGETHER WITH the Improvements;

          (C)   TOGETHER WITH all Appurtenant Rights;

          (D)   TOGETHER WITH the Tangible Collateral;

          (E)   TOGETHER WITH the Intangible Collateral;

          (F)   TOGETHER WITH (i) all the estate, right, title and interest of
     Trustor of, in and to all judgments and decrees, insurance proceeds, awards
     of damages and settlements hereafter made resulting from condemnation
     proceedings or the taking of any of the property described in Granting
     Clauses (A), (B), (C), (D) and (E) hereof or any part thereof under the
     power of eminent domain, or for any damage (whether caused by such taking
     or otherwise) to the property described in Granting Clauses (A), (B), (C),
     (D) and (E) hereof or any part thereof, or to any Appurtenant Rights
     thereto, and Beneficiary is

                                      -11-
<PAGE>

     hereby authorized to collect and receive said awards and proceeds and to
     give proper receipts and acquittance therefor, and (subject to the terms
     hereof) to apply the same toward the payment of the indebtedness and other
     sums secured hereby, notwithstanding the fact that the amount owing thereon
     may not then be due and payable; (ii) all proceeds of any sales or other
     dispositions of the property or rights described in Granting Clauses (A),
     (B), (C), (D) and (E) hereof or any part thereof whether voluntary or
     involuntary, provided, however, that the foregoing shall not be deemed to
     permit such sales, transfers, or other dispositions except as specifically
     permitted herein; and (iii) whether arising from any voluntary or
     involuntary disposition of the property described in Granting Clauses (A),
     (B), (C), (D) and (E), all Proceeds, products, replacements, additions,
     substitutions, renewals and accessions, remainders, reversions and after-
     acquired interest in, of and to such property;


          (G)   TOGETHER WITH the absolute assignment of any Space Leases or any
     part thereof that Trustor has entered into, taken by assignment, taken
     subject to, or assumed, or has otherwise become bound by, now or in the
     future, together with all of the following (including all "Cash Collateral"
     within the meaning of the Bankruptcy Law) arising from the Space Leases:
     (a) Rents (subject, however, to the aforesaid absolute assignment to
     Beneficiary and the conditional permission hereinbelow given to Trustor to
     collect the Rents), (b) all guarantees, letters of credit, security
     deposits, collateral, cash deposits, and other credit enhancement
     documents, arrangements and other measures with respect to the Space
     Leases, (c) all of Trustor's right, title, and interest under the Space
     Leases, including the following:  (i) the right to receive and collect the
     Rents from the lessee, sublessee or licensee, or their Successor(s), under
     any Space Leases(s) and (ii) the right to enforce against any tenants
     thereunder and otherwise any and all remedies under the Space Leases,
     including Trustor's right to evict from possession any tenant thereunder or
     to retain, apply, use, draw upon, pursue, enforce or realize upon any
     guaranty of any Space Lease; to personal property subject to the Space
     Leases; and to enforce or exercise, weather at law or in equity or by any
     other means, all provisions of the Space Leases and all obligations of the
     tenants thereunder based upon (A) any breach of such tenant under the
     applicable Space Lease (including any claim that Trustor may have by reason
     of a termination, rejection, or disaffirmance of such Space Lease pursuant
     to any Bankruptcy Law) and (B) the use and occupancy of the premises
     demised, whether or not pursuant to the applicable Space Lease (including
     any claim for use and occupancy arising under landlord-tenant law of the
     State of Nevada or any Bankruptcy Law).  Permission is hereby given to
     Trustor, so long as no Event of Default has occurred and is continuing
     hereunder, to collect and use the Rents, as they become due and payable,
     but not in advance thereof.  Upon the occurrence of an Event of Default,
     the permission hereby given to Trustor to collect the Rents shall
     automatically terminate, but such permission shall be reinstated upon a
     cure of such Event of Default.  Beneficiary shall have the right, at any
     time and from time to time, to notify any Space Lessee of the rights of
     Beneficiary as provided by this section;

                                      -12-
<PAGE>

          Notwithstanding anything to the contrary contained herein, the
     foregoing provisions of this Paragraph (G) shall not constitute an
     assignment for purposes of security but shall constitute an absolute and
     present assignment of the Rents to Beneficiary, subject, however, to the
     conditional license given to Trustor to collect and use the Rents as
     hereinabove provided; and the existence or exercise of such right of
     Trustor shall not operate to subordinate this assignment to any subsequent
     assignment, in whole or in part, by Trustor;

          (H)   TOGETHER WITH all of Trustor's right, title and interest in and
     to any and all maps, plans, specifications, surveys, studies, tests,
     reports, data and drawings relating to the development of the Land or the
     Orleans Hotel and Casino and the construction of the Improvements,
     including, without limitation, all marketing plans, feasibility studies,
     soils tests, design contracts and all contracts and agreements of Trustor
     relating thereto including, without limitation, architectural, structural,
     mechanical and engineering plans and specifications, studies, data and
     drawings prepared for or relating to the development of the Land or the
     Orleans Hotel and Casino or the construction, renovation or restoration of
     any of the Improvements or the extraction of minerals, sand, gravel or
     other valuable substances from the Land and purchase contracts or any
     agreement granting Trustor a right to acquire any land situated within the
     County of Clark, State of Nevada;

          (I)   TOGETHER WITH, to the extent permitted by applicable law, all of
     Trustor's right, title, and interest in and to any and all licenses,
     permits, variances, special permits, franchises, certificates, rulings,
     certifications, validations, exemptions, filings, registrations,
     authorizations, consents, approvals, waivers, orders, rights and agreements
     (including, without limitation, options, option rights and contract rights)
     now or hereafter obtained by Trustor from any Governmental Authority having
     or claiming jurisdiction over the Land, the FF&E, the Resorts, or any other
     element of the Trust Estate or providing access thereto, or the operation
     of any business on, at, or from the Land;

          (J)   TOGETHER WITH all water stock, water permits and other water
     rights relating to the Land;

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

          (L)   TOGETHER WITH any and all monies and other property, real or
     personal, which may from time to time be subjected to the lien hereof by
     Trustor or by anyone on its behalf or with its consent, or which may come
     into the possession or be subject to the control of Trustee or Beneficiary
     pursuant to this Deed of Trust or any Loan Document, including, without
     limitation, any protection advances under this Deed of Trust (provided that
     the maximum amount of principal secured does not exceed the amount set
     forth on

                                      -13-
<PAGE>

     the first page of this Deed of Trust); and all of Trustor's right, title,
     and interest in and to all extensions, improvements, betterments, renewals,
     substitutes for and replacements of, and all additions, accessions, and
     appurtenances to, any of the foregoing that Trustor may subsequently
     acquire or obtain by any means, or construct, assemble, or otherwise place
     on any of the Trust Estate, and all conversions of any of the foregoing; it
     being the intention of Trustor that all property hereafter acquired by
     Trustor and required by any Loan Document or this Deed of Trust to be
     subject to the lien of this Deed of Trust or intended so to be shall
     forthwith upon the acquisition thereof by Trustor be subject to the lien of
     this Deed of Trust as if such property were now owned by Trustor and were
     specifically described in this Deed of Trust and granted hereby or pursuant
     hereto, and Trustee and Beneficiary are hereby authorized, subject to
     Gaming Laws, to receive any and all such property as and for additional
     security for the obligations secured or intended to be secured hereby.
     Trustor agrees to take any action as may reasonably be necessary to
     evidence and perfect such liens or security interests, including, without
     limitation, the execution of any documents necessary to evidence and
     perfect such liens or security interests;

          (M)   TOGETHER WITH any and all Accounts Receivable and all royalties,
     earnings, income, proceeds, products, rents, revenues, reversions,
     remainders, issues, profits, avails, production payments, and other
     benefits directly or indirectly derived or otherwise arising from any of
     the foregoing, all of which are hereby assigned to Beneficiary, who, except
     as otherwise expressly provided in this Deed of Trust, is authorized to
     collect and receive the same, to give receipts and acquittances therefor
     and to apply the same to the Obligations secured hereunder, whether or not
     then due and payable;

          (N)   TOGETHER WITH Proceeds of the foregoing property described in
     Granting Clauses (A) through (M);

          (O)   TOGETHER WITH (i) Trustor's rights further to assign, sell,
     lease, encumber or otherwise transfer or dispose of the property described
     in Granting Clauses (A) through (N) inclusive, above, for debt or
     otherwise, except to the extent expressly reserved by Trustor pursuant to
     Section 4.10 of the Indenture, or to evidence or secure a Permitted Lien or
     Permitted Disposition;

          (P)   TOGETHER WITH all credits, deposits, options, privileges and
     rights of Trustor, as lessee under any Leases; and

          (Q)   EXPRESSLY EXCLUDING, HOWEVER, the Excluded Assets and FF&E (to
     the extent that (i) the purchase of such FF&E was not financed with the
     proceeds of the Notes and (ii) Trustor is permitted to enter into a FF&E
     Financing Agreement for such FF&E under clause (ii) of the second paragraph
     of Section 4.9 of the Indenture and (iii) such FF&E Financing Agreement
     prohibits Beneficiary from maintaining a security

                                      -14-
<PAGE>

     interest in the FF&E covered thereby).

          Trustor, for itself and its successors and assigns, covenants and
     agrees to and with Trustee that, at the time or times of the execution of
     and delivery of these presents or any instrument of further assurance with
     respect thereto, Trustor has good right, full power and lawful authority to
     assign, grant, convey, warrant, transfer, bargain or sell its interests in
     the Trust Estate in the manner and form as aforesaid, and that the Trust
     Estate is free and clear of all liens and encumbrances whatsoever, except
     the Permitted Liens, and Trustor shall warrant and forever defend the Trust
     Estate in the quiet and peaceable possession of Trustee and its successors
     and assigns against all and every person or persons lawfully or otherwise
     claiming or to claim the whole or any part thereof, except for the
     Permitted Liens.  Trustor agrees that any greater title to the Trust Estate
     hereafter acquired by Trustor during the term hereof shall be automatically
     subject hereto.

                                   ARTICLE I

                             COVENANTS OF TRUSTOR
                             --------------------

     The purchasers of the Notes have been induced to purchase the Notes on the
basis of the following material covenants, all agreed to by Trustor:

     I.1.  PERFORMANCE OF LOAN DOCUMENTS.
           -----------------------------

          Trustor shall perform, observe and comply with each and every
     provision hereof, and with each and every provision contained in the Loan
     Documents and shall promptly pay to Beneficiary, when payment shall become
     due, the principal with interest thereon and all other sums required to be
     paid by Trustor under this Deed of Trust and the Loan Documents.

     I.2.  GENERAL  REPRESENTATIONS, COVENANTS AND WARRANTIES.
           --------------------------------------------------

          Trustor represents, covenants and warrants that:  (A) Trustor has good
     and marketable title to an indefeasible fee estate in the Fee Land and good
     and marketable title to an indefeasible leasehold estate in the Leased
     Land, free and clear of all encumbrances except Permitted Liens, and that
     it has the right to hold, occupy and enjoy its interest in the Trust
     Estate, and has good right, full power and lawful authority to subject the
     Trust Estate to the Lien of this Deed of Trust and pledge the same as
     provided herein and Beneficiary may at all times peaceably and quietly
     enter upon, hold, occupy and enjoy the entire Trust Estate in accordance
     with the terms hereof; (b) neither Trustor nor any Affiliate of Trustor is
     Insolvent and no bankruptcy or insolvency proceedings are pending or
     contemplated by or, to the best of Trustor's knowledge, against Trustor or
     any Affiliate of Trustor; (c) all costs arising from construction of any
     Improvements, the performance of any labor and the purchase of all Tangible
     Collateral and Improvements

                                      -15-
<PAGE>

     have been or shall be paid when due; (d) the Land has frontage on, and
     direct access for ingress and egress to dedicated street(s), either
     directly or through an easement; (e) Trustor shall at all times conduct and
     operate the Trust Estate in a manner so as not to lose the right to conduct
     gaming activities at the Resorts; (f) no material part of the Trust Estate
     has been damaged, destroyed, condemned or abandoned, other than those
     portions of the Trust Estate that have been the subject of condemnation
     proceedings that have resulted in the conveyance of such portion of the
     Trust Estate to Trustor; (g) no part of the Trust Estate is the subject of
     condemnation proceedings, and Trustor has no knowledge of any contemplated
     or pending condemnation proceeding with respect to any portion of the Trust
     Estate; (h) the Leases are in full force and effect without any defaults by
     any parties thereto and Trustor is the holder of the lessee's or tenant's
     interest thereunder; and (i) the Trust Estate and all structures,
     equipment, fixtures or activities thereon are in compliance with all
     applicable zoning and land use ordinances and regulations, building codes,
     and fire codes.

     I.3.  COMPLIANCE WITH LEGAL REQUIREMENTS.
           ----------------------------------

          Trustor shall promptly, fully, and faithfully comply with all Legal
     Requirements and shall cause all portions of the Trust Estate and its use
     and occupancy to fully comply with Legal Requirements at all times, whether
     or not such compliance requires work or remedial measures that are ordinary
     or extraordinary, foreseen or unforeseen, structural or nonstructural, or
     that interfere with the use or enjoyment of the Trust Estate.

     I.4.  TAXES.
           -----

          Trustor shall pay all Impositions prior to delinquency and shall
     deliver to Beneficiary promptly upon Beneficiary's request, evidence
     satisfactory to Beneficiary that the Impositions have been paid or are not
     delinquent; provided that Trustor may contest, in good faith any Imposition
     so long as Trustor posts an adequate bond therefor.  Trustor shall not
     suffer to exist, permit or initiate the joint assessment of the real and
     personal property, or any other procedure whereby the lien of the real
     property taxes and the lien of the personal property taxes shall be
     assessed, levied or charged to the Land as a single lien, except as may be
     required by law.  In the event of the passage of any law deducting from the
     value of real property for the purposes of taxation any lien thereon, or
     changing in any way the taxation of deeds of trust or obligations secured
     thereby for state or local purposes, or the manner of collecting such taxes
     and imposing a tax, either directly or indirectly, on this Deed of Trust or
     the Notes, Trustor shall pay all such taxes so long as such tax is not in
     lieu of income tax assessed against the net income of Beneficiary.

     I.5.  INSURANCE.
           ---------

          (1)   HAZARD INSURANCE REQUIREMENTS AND PROCEEDS.

                                      -16-
<PAGE>

          Subject to the terms and conditions of the Intercreditor Agreement:

               (1)   Hazard Insurance.  Trustor shall at its sole expense obtain
                     ----------------
          for, deliver to, assign and maintain for the benefit of Beneficiary,
          during the term of this Deed of Trust, insurance policies insuring the
          Trust Estate and liability insurance policies, all in accordance with
          the requirements of Section 4.18 of the Indenture.  Trustor shall pay
          promptly when due any premiums on such insurance policies and on any
          renewals thereof.  Copies of all such policies and renewals thereof
          shall be given to Beneficiary and all such policies shall contain a
          noncontributory standard mortgagee or beneficiary endorsement (Form
          438 BFU or its equivalent) making losses payable to Beneficiary as its
          interest may appear and shall name the Beneficiary as an additional
          insured.  At least ten (10) days prior to the expiration date of all
          such policies, evidence of the renewal thereof satisfactory to
          Beneficiary shall be delivered to Beneficiary together with receipts
          evidencing the payment of all premiums on such insurance policies and
          renewals.  In the event of loss, Trustor shall give immediate written
          notice to Beneficiary and Beneficiary may make proof of loss if not
          made promptly by Trustor.  In the event of the foreclosure of this
          Deed of Trust or any other transfer of title to the Trust Estate in
          extinguishment of the indebtedness and other sums secured hereby, all
          right, title and interest of Beneficiary in and to all insurance
          policies and renewals thereof then in force shall pass to the
          purchaser or grantee, upon delivery of written notice to Beneficiary
          within thirty (30) days following the occurrence of such loss.

               (2)   Handling of Proceeds.  Pursuant to its rights granted
                     --------------------
          hereunder in all Proceeds from any insurance policies, Beneficiary is
          hereby authorized and empowered at its option to adjust or compromise
          any loss, under any insurance policies on the Trust Estate and to
          collect and receive the proceeds from any such policy or policies;
          provided that the provisions of this Section 1.5(a)(2) shall not apply
          to any losses less than $25,000 per occurrence and $100,000 in the
          aggregate per year.  Each insurance company is hereby authorized and
          directed to make payment for all such losses directly to Beneficiary
          alone and not to Trustor and Beneficiary jointly.  After deducting
          from such Proceeds any reasonable expenses incurred by Beneficiary in
          the collection or handling such funds, including reasonable attorneys'
          fees, Beneficiary shall apply such insurance proceeds in accordance
          with the terms of the Indenture and the following provisions:

                    1)   Such Proceeds shall be invested in Cash Equivalents and
               held in an account in which the Beneficiary or its designee shall
               have a first priority security interest (subject to Permitted
               Liens) for the benefit of the Holders of Notes as depository for
               the disbursement thereof as provided in Section 4.10(b) of the
               Indenture.  If an Event of Default occurs prior to

                                      -17-
<PAGE>

               disbursement of the proceeds, Beneficiary at its option shall
               have the right to either apply all or any portion of such account
               toward restoration of the respective Report or toward any amounts
               secured hereby.

                    (2)   Trustor shall (and Beneficiary hereby authorizes
               Trustor to) use the Proceeds in accordance with Sections 4.10(b)
               of the Indenture.

                    (3)   In the event that Trustor uses the Proceeds to restore
               the respective Resort, the restoration work and the performance
               thereof shall be subject to and performed in accordance with each
               of the following provisions:  (1) such work and the performance
               thereof shall be conducted in a first-class, workmanlike manner,
               shall not permanently weaken nor impair the structural strength
               of any existing Improvements, nor change the character thereof or
               the purpose for which the same may be used, nor lessen the value
               of the Trust Estate; (2) before the commencement of any such
               work, the plans and specifications therefor (the "RESTORATION
               PLANS") shall be filed with and approved by all Governmental
               Authorities having jurisdiction and all necessary licenses,
               permits and/or authorizations from all Governmental Authorities
               shall have been obtained, and all such work shall be done subject
               to and in accordance with all applicable Legal Requirements; and
               (3) before commencing any such work, Trustor shall, at Trustor's
               expense, have delivered to Beneficiary the Restoration Plans and
               a line item budget setting forth with reasonable particularity
               the cost of completing such work, together with a written opinion
               form a reputable architect certifying (a) that the execution of
               the work described in the Restoration Plans will substantially
               restore the respective Resort, and (b) that the budget
               constitutes a reasonable approximation of the cost of so
               restoring the respective Resort in accordance with the
               Restoration Plans.

          (2)   INSURANCE ESCROW.  In order to secure the performance and
     discharge of the Trustor's obligations under this Section 1.5, but not in
     lieu of such obligations, Trustor shall, upon a failure to pay or provide
     such insurance, at the times and in the manner required herein, pay over to
     Beneficiary an amount equal to one-twelfth (1/12th) of the next maturing
     annual insurance premiums for each month that has elapsed since the last
     date to which such premiums were paid; and Trustor shall, in addition, pay
     over to Beneficiary, on the first day of each month, sufficient funds (as
     estimated from time to time) to permit Beneficiary to pay said premiums
     when due.  Such deposits shall not be, nor be deemed to be, trust funds but
     may be commingled with the general funds of Beneficiary, and no interest
     shall be payable in respect thereof except as required by law.  Upon demand
     by Beneficiary, Trustor shall deliver to Beneficiary such additional monies
     as are necessary to make up any deficiencies in the amounts necessary to
     enable Beneficiary to pay such premiums when due.

                                      -18-
<PAGE>

          (3)   COMPLIANCE WITH INSURANCE POLICIES.  Trustor shall not violate
     or permit to be violated any of the conditions or provisions of any policy
     of insurance required by the Indenture or this Deed of Trust and Trustor
     shall so perform and satisfy the requirements of the companies writing such
     policies that, at all times, companies of good standing shall be willing to
     write and/or continue such insurance.  Trustor further covenants to
     promptly send to Beneficiary copies of all notices relating to any
     violation of such policies or otherwise affecting Trustor's insurance
     coverage or ability to obtain and maintain such insurance coverage.

     I.6.  CONDEMNATION.
           ------------

          Beneficiary is hereby authorized, at its option, to commence, appear
     in and prosecute in its own or Trustor's name any action or proceeding
     relating to any condemnation, seizure or taking by the exercise of the
     power of eminent domain of any of the Trust Estate and to settle or
     compromise any claim in connection therewith, and Trustor hereby appoints
     Beneficiary as its attorney-in-fact to take any action in Trustor's name
     pursuant to Beneficiary's rights hereunder.  Immediately upon obtaining
     knowledge of the institution of any proceedings for the condemnation of the
     Trust Estate or any portion thereof, Trustor shall notify the Trustee and
     Beneficiary of the pendency of such proceedings.  Trustor from time to time
     shall execute and deliver to Beneficiary all instruments requested by it to
     permit such participation; provided, however, that such instruments shall
                                --------  -------
     be deemed as supplemental to the foregoing grant of permission to Trustee
     and Beneficiary, and unless otherwise required, the foregoing permission
     shall, without more, be deemed sufficient to permit Trustee and/or
     Beneficiary to participate in such proceedings on behalf of Trustor.  All
     such compensation awards, damages, claims, rights of action and Proceeds,
     and any other payments or relief, and the right thereto, are included in
     the Trust Estate.  To the extent such condemnation, seizure or taking
     constitutes an Event of Loss, Beneficiary, after deducting therefrom all
     its expenses, including reasonable attorneys fees, shall, or shall
     authorize Trustor to apply such Proceeds in accordance with the provisions
     of Section 4.10(b) of the Indenture.

     I.7.  CARE OF TRUST ESTATE.
           --------------------

          (1)   Trustor shall preserve and maintain the Trust Estate in good
     condition and repair, reasonable wear and tear excepted.  Trustor shall not
     permit, commit or suffer to exist any waste, impairment or deterioration of
     the Trust Estate or of any part thereof that in any manner materially
     impairs Beneficiary's security hereunder and shall not take any action
     which will increase the risk of fire or other hazard to the Trust Estate or
     to any part thereof.

          (2)   Except for Permitted Dispositions, no part of the Improvements
     shall be removed, demolished or materially altered without the prior
     written consent of Beneficiary, which consent shall not be unreasonably
     withheld.  Trustor shall have the

                                      -19-
<PAGE>

     right, without such consent, to remove and dispose of free from the lien of
     this Deed of Trust any part of the Improvements as from time to time may
     become worn out or obsolete, provided that either (i) such removal or
     disposition does not materially affect the value of the Trust Estate or
     (ii) prior to or promptly following such removal, any such property shall
     be replaced with other property of substantially equal utility and of a
     value at least substantially equal to that of the replaced property when
     first acquired and free from any security interest of any other person
     (subject only to Permitted Liens), and by such removal and replacement
     Trustor shall be deemed to have subjected such replacement property to the
     lien of this Deed of Trust.

          (3)   To the fullest extent permitted by law, Trustor hereby waives
     the benefits of the provisions of NRS 37.115.

     I.8.  SPACE LEASES.
           ------------

          (1)   Trustor represents and warrants that

               (1)   Trustor has delivered to Beneficiary true, correct and
          complete copies of all Space Leases, including all amendments and
          modifications, written or oral existing as of the date hereof;

               (2)   Trustor has not executed or entered into any modifications
          or amendments of the Space Leases, either orally or in writing, other
          than amendments that have been disclosed to Beneficiary in writing;

               (3)   no material default now exists under any Space Lease;

               (4)   no event has occurred that, with the giving of notice or
          the passage of time or both, would constitute such a material default
          or would entitle Trustor or any other party under such Space Lease to
          cancel the same or otherwise avoid its obligations;

               (5)   Trustor has not accepted prepayments of installments of
          Rent under any Space Leases more than thirty days in advance of the
          due date therefor and except for security deposits not in excess of
          one month's Rent;

               (6)   except for the assignment effected hereby, Trustor has not
          executed any assignment or pledge of any of Space Leases, the Rents,
          or of Trustor's right, title and interest in the same; and

               (7)   this Deed of Trust conforms and complies with all Space
          Leases, does not constitute a violation or default under any Space
          Lease, and is and shall at all times constitute a valid lien on
          Trustor's interests in the Space Leases.

                                      -20-
<PAGE>

     I.9.  FURTHER ENCUMBRANCE.
           -------------------

          (1)   Trustor covenants that at all times prior to the discharge of
     the Indenture, except for Permitted Liens (including the 1996 Deed of
     Trust), Permitted Dispositions and dispositions permitted under Section
     1.10, Trustor shall neither make nor suffer to exist, nor enter into any
     agreement for, any sale, assignment, exchange, mortgage, transfer, Lien,
     hypothecation or encumbrance of all or any part of the Trust Estate,
     including, without limitation, the Rents.  As used herein, "transfer"
     includes the actual transfer or other disposition, whether voluntary or
     involuntary, by law, or otherwise, except those transfers specifically
     permitted herein, provided, however, that "transfer" shall not include the
     granting of utility or other beneficial easements with respect to the Trust
     Estate which have been granted by Trustor and are reasonably necessary to
     the construction, maintenance or operation of the Resorts.

          (2)   Any Permitted Lien described in the definition of "Permitted
     Liens" set forth in Section 1.1 of the Indenture which is junior to the
     lien of the Loan Documents (a "SUBORDINATE DEED OF TRUST") shall be
     permitted hereunder so long as there shall have been delivered to
     Beneficiary, not less than thirty (30) days prior to the date thereof, a
     copy thereof which shall contain express covenants in form and substance
     satisfactory to Beneficiary to the effect that:  (i) the Subordinate Deed
     of Trust is in all respects subject and subordinate to this Deed of Trust;
     (ii) if any action or proceeding shall be brought to foreclose the
     Subordinate Deed of Trust (regardless of whether the same is a judicial
     proceeding or pursuant to a power of sale contained therein), no tenant of
     any portion of the Trust Estate shall be named as a party defendant nor
     shall any action be taken with respect to the Trust Estate which would
     terminate any occupancy or tenancy of the Trust Estate, or any portion
     thereof, without the consent of Beneficiary; (iii) any Rents, if collected
     through a receiver or by the holder of the Subordinate Deed of Trust, shall
     be applied first to the obligations secured by this Deed of Trust,
     including principal and interest due and owing on or to become due and
     owing on the Notes, and then to the payment of maintenance expenses,
     operating charges, taxes, assessments, and disbursements incurred in
     connection with the ownership, operation, and maintenance of the Trust
     Estate; and (iv) if any action or proceeding shall be brought to foreclose
     the Subordinate Deed of Trust, prompt notice of the commencement thereof
     shall be given to Beneficiary.

          (3)   Trustor agrees that in the event the ownership of the Trust
     Estate or any part thereof becomes vested in a person other than Trustor,
     Beneficiary may, without notice to Trustor, deal in any way with such
     successor or successors in interest with reference to this Deed of Trust,
     the Notes and other Obligations hereby secured without in any way vitiating
     or discharging Trustor's or any guarantor's, surety's or endorser's
     liability hereunder or upon the obligations hereby secured.  No sale of the
     Trust Estate and no forbearance to any person with respect to this Deed of
     Trust and no extension to any

                                      -21-
<PAGE>

     person of the time for payment of the Notes, and other sums hereby secured
     given by Beneficiary shall operate to release, discharge, modify, change or
     affect the original liability of Trustor, or such guarantor, surety or
     endorser either in whole or in part.

          (4)   This Deed of Trust, as applied to property subject to an FF&E
     Financing Agreement, shall be subordinated to the liens of any FF&E
     Financing Agreements (as hereinafter defined in this Section 1.9(d) (or if
     required by an FF&E Financing Agreement, it shall be released) and any
     future of further advances made thereunder and to any modifications,
     renewals or extensions thereof to which the lien of this Deed of Trust
     attaches, provided, however, that any such FF&E Financing Agreement shall
               --------  -------
     encumber only that FF&E specifically subject to the FF&E Financing
     Agreement.  Trustor covenants and agrees to comply with all of the terms
     and conditions set forth in any FF&E Financing Agreement with respect to
     which Beneficiary has taken a lien hereunder.  If Trustor shall fail to
     make any payment of principal of or pursuant to any FF&E Financing
     Agreement with respect to which Beneficiary has taken a lien hereunder on
     its part to be performed or observed, except where Trustor is contesting
     such payment in good faith, then Beneficiary may make such payment of the
     principal of or interest on the sums secured by such security interest or
     may make any payment in order to perform or observe any other term,
     covenant, condition or agreement of any FF&E Financing Agreement on
     Trustor's part to be performed or observed and any and all sums so expended
     by Beneficiary or Trustee shall be secured by this Deed of Trust and shall
     be repaid by Trustor upon demand, together with interest thereon at the
     interest rate on the Notes from the date of advance.  In furtherance of
     such subordination or release, as applicable, Beneficiary, upon receipt of
     an officer's certificate from Trustor certifying that the requirements of
     this Section 1.9(d) have been satisfied, shall execute, acknowledge and
     deliver to Trustor, at Trustor's expense, any and all such evidence and
     documents necessary to evidence the subordination or release of this Deed
     of Trust in accordance with the foregoing provisions of this Section
     1.9(d).  As used herein, "FF&E Financing Agreement" shall mean (A) any
     financing (i) as to which the lender holds a security interest in only the
     assets purchased, constructed or leased by such financing for the payment
     of principal, interest and other amounts in connection therewith, (ii)
     which is permitted by the Indenture to be incurred and (iii) the proceeds
     of which are used to acquire, construct or lease the FF&E subject to such
     security interest, and (B) any refinancing or renewal of any financing
     under clause (A).

     I.10.  PARTIAL RELEASES OF TRUST ESTATE.
            --------------------------------

          (1)   Trustor may from time to time (i) transfer a portion of the
     Trust Estate (including any temporary taking) to any person legally
     empowered to exercise the power of eminent domain, (ii) make a Permitted
     Disposition, (iii) grant utility easements reasonably necessary for the
     construction and operation of the Resorts, which grant or transfer is for
     the benefit of the Trust Estate, or (iv) transfer a portion of the Trust
     Estate as expressly permitted pursuant to Section 4.10(b) of the Indenture.
     In each such case,

                                      -22-
<PAGE>

     Beneficiary shall execute and deliver any instruments necessary or
     appropriate to effectuate or confirm any such transfer or grant, free from
     the lien of this Deed of Trust, provided, however, that Beneficiary shall
                                     --------  -------
     execute a lien release or subordination agreement, as appropriate, for
     matters described in clauses (i) and (iii) above only if:

               (1)   Beneficiary and Trustee shall have received an Officer's
          Certificate required by Section 10.3(a) of the Indenture;

               (2)   No default or event of default shall have occurred under
          the Indenture, no Event of Default shall have occurred hereunder, and
          no event which with notice or lapse of time or both would constitute
          such Event of Default, has occurred and is continuing and that the
          conditions of this Section 1.10 have been fulfilled, and such
          transfer, grant or release is permitted by the Indenture;

               (3)   Beneficiary and Trustee shall have received a counterpart
          of the instrument pursuant to which such transfer, grant or release is
          to be made, and each instrument which Beneficiary or Trustee is
          requested to execute in order to effectuate or confirm such transfer,
          grant or release;

               (4)   In the case of a transfer to a person legally empowered to
          exercise the power of eminent domain, which transfer involves property
          whose value is greater than $5,000,000, Beneficiary and Trustee shall
          have received an opinion of counsel, who may be counsel to Trustor, to
          the effect that the assignee or grantee of the portion of the Trust
          Estate being transferred is legally empowered to take such portion
          under the power of eminent domain; and

               (5)   Beneficiary and Trustee shall have received such other
          instruments, certificates (including evidence of authority) and
          opinions as Beneficiary or Trustee may reasonably request, including,
          but not limited to, opinions that the proposed release is permitted by
          this Section 1.10.

          (2)   Any consideration received for a transfer to any person
     empowered to exercise the right of eminent domain shall be subject to
     Section 1.6 hereof.

     I.11.  FURTHER ASSURANCES.
            ------------------

          (1)   At its sole cost and without expense to Trustee or Beneficiary,
     Trustor shall do, execute, acknowledge and deliver any and all such further
     reasonable acts, deeds, conveyances, notices, requests for notices,
     financing statements, continuation statements, certificates, assignments,
     notices of assignments, agreements, instruments and further assurances, and
     shall mark any chattel paper, deliver any chattel paper or instruments to
     Beneficiary and take any other actions that are reasonably necessary,
     prudent, or requested by Beneficiary or Trustee to perfect or continue the
     perfection and first priority

                                      -23-
<PAGE>

     of Beneficiary's security interest in the Trust Estate, (except as
     expressly provided in the Security Agreement), to protect the Trust Estate
     against the rights, claims, or interests of third persons other than
     holders of Permitted Liens or to effect the purposes of this Deed of Trust,
     including the security agreement and the absolute assignment of Rents
     contained herein, or for the filing, registering or recording thereof.

          (2)   Trustor shall forthwith upon the execution and delivery of this
     Deed of Trust, and thereafter from time to time, cause this Deed of Trust
     and each instrument of further assurance to be filed, indexed, registered,
     recorded, given or delivered in such manner and in such places as may be
     required by any present or future law in order to publish notice of and
     fully to protect the lien hereof upon, and the title of Trustee and/or
     Beneficiary to, the Trust Estate.

     I.12.  SECURITY AGREEMENT AND FINANCING STATEMENTS.
            -------------------------------------------

           Trustor (as debtor) hereby grants to Beneficiary (as creditor and
     secured party) a present and future security interest in all Tangible
     Collateral, Intangible Collateral, FF&E (to the extent Beneficiary is
     permitted, in each applicable FF&E Financing Agreement, to maintain a
     security interest therein), Improvements, all other personal property now
     or hereafter owned or leased by Trustor or in which Trustor has or will
     have any interest, to the extent that such property constitutes a part of
     the Trust Estate (whether or not such items are stored on the premises or
     elsewhere), Proceeds of the foregoing comprising a portion of the Trust
     Estate and all proceeds of insurance policies and consideration awards
     arising therefrom and all proceeds, products, substitutions, and accessions
     therefor and thereto, subject to Beneficiary's rights to treat such
     property as real property as herein provided (collectively, the "PERSONAL
     PROPERTY").  Trustor shall execute any and all documents and writings,
     including without limitation financing statements pursuant to the UCC, as
     may be necessary or prudent to preserve and maintain the priority of the
     security agreement or as Beneficiary may reasonably request, (other than as
     expressly provided in the Security Agreement), and shall pay to Beneficiary
     on demand any reasonable expenses incurred by Beneficiary in connection
     with the preparation, execution and filing of any such documents.  Trustor
     hereby authorizes and empowers Beneficiary to execute and file, on
     Trustor's behalf, all financing statements and refiling and continuations
     thereof as advisable to create, preserve and protect said security
     interest.  This Deed of Trust constitutes both a real property deed of
     trust and a "security agreement," within the meaning of the UCC, and the
     Trust Estate includes both real and personal property and all other rights
     and interests, whether tangible or intangible in nature, of Trustor in the
     Trust Estate.  Trustor by executing and delivering this Deed of Trust has
     granted to Beneficiary, as security for the Obligations, a security
     interest in the Trust Estate.

               (1)   FIXTURE FILING.  Without in any way limiting the generality
          of the immediately preceding paragraph of the definition of the Trust
          Estate, this Deed

                                      -24-
<PAGE>

          of Trust constitutes a fixture filing under Section 9-402 of the UCC
          (NRS 105.9502). For such purposes, (i) the "debtor" is Trustor and its
          address is the address given for it in the initial paragraph of this
          Deed of Trust; (ii) the "secured party" is Beneficiary, and its
          address for the purpose of obtaining information is the address given
          for it in the initial paragraph of this Deed of Trust; (iii) the real
          estate to which the fixtures are or are to become attached is
          Trustor's interest in the land; and (iv) the record owner of such real
          estate is Trustor.

               (2)   REMEDIES.  This Deed of Trust shall be deemed a security
          agreement as defined in the UCC and the remedies for any violation of
          the covenants, terms and conditions of the agreements herein contained
          shall include any or all of (i) those prescribed herein, and (ii)
          those available under applicable law, and (iii) those available under
          the UCC, all at Beneficiary's sole election.  In addition, a
          photographic or other reproduction of this Deed of Trust shall be
          sufficient as a financing statement for filing wherever filing may be
          necessary to perfect or continue the security interest granted herein.

               (3)   DEROGATION OF REAL PROPERTY.  It is the intention of the
          parties that the filing of a financing statement in the records
          normally having to do with personal property shall never be construed
          as in any way derogating from or impairing the express declaration and
          intention of the parties hereto as hereinabove stated that everything
          used in connection with the production of income from the Trust Estate
          and/or adapted for use therein and/or which is described or reflected
          in this Deed of Trust is, and at all times and for all purposes and in
          all proceedings both legal or equitable, shall be regarded as part of
          the real property encumbered by this Deed of Trust irrespective of
          whether (i) any such item is physically attached to the Improvements,
          (ii) serial numbers are used for the better identification of certain
          equipment items capable of being thus identified in a recital
          contained herein or in any list filed with Beneficiary, or (iii) any
          such item is referred to or reflected in any such financing statement
          so filed at any time.  It is the intention of the parties that the
          mention in any such financing statement of (1) rights in or to the
          proceeds of any fire and/or hazard insurance policy, or (2) any award
          in eminent domain proceedings for a taking or for loss of value, or
          (3) Trustor's interest as lessors in any present or future Space Lease
          or rights to Rents, shall never be construed as in any way altering
          any of the rights of Beneficiary as determined by this Deed of Trust
          or impugning the priority of Beneficiary's real property lien granted
          hereby or by any other recorded document, but such mention in the
          financing statement is declared to be for the protection of
          Beneficiary in the event any court or judge shall at any time hold
          with respect to the matters set forth in the foregoing clauses (1),
          (2) and (3) that notice of Beneficiary's priority of interest to be
          effective against a particular class of persons, including but not
          limited to, the federal government and any subdivisions or entity of
          the federal government, must be filed in the UCC

                                      -25-
<PAGE>

          records.

               (4)   PRIORITY; PERMITTED FINANCING OF TANGIBLE COLLATERAL.
          Except as provided in Section 1.9(d) hereof, all Personal Property of
          any nature whatsoever, which is subject to the provisions of this
          security agreement, shall be purchased or obtained by Trustor in its
          name and free and clear of any lien or encumbrance, except for
          Permitted liens and the lien hereof, for use only in connection with
          the business and operation of the Resorts, and shall be and at all
          times remain free and clear of any lease or similar arrangement,
          chattel financing, installment sale agreement, security agreement and
          any encumbrance of like kind, so that Beneficiary's security interest
          shall attach to and vest in Trustor for the benefit of Beneficiary,
          with the priority herein specified, immediately upon the installation
          or use of the Personal Property at the Land and Trustor warrants and
          represents that Beneficiary's security interest in the Personal
          Property is validly attached and binding security interest, properly
          pursuant to Permitted Dispositions or to obtain releases of Personal
          Property from the Lien of this Deed of Trust pursuant to Section 1.10
          hereof.

               (5)   PRESERVATION OF CONTRACTUAL RIGHTS OF COLLATERAL.  Trustor
          shall, prior to delinquency, default, or forfeiture, perform all
          obligations and satisfy all material conditions required on its part
          to be satisfied to preserve its rights and privileges under any
          contract, lease, license, permit, or other authorization (i) under
          which it holds any Tangible Collateral or (ii) which constitutes part
          of the Intangible Collateral except where Trustor is contesting such
          obligations in good faith.

               (6)   REMOVAL OF COLLATERAL.  Except as otherwise permitted
          herein, none of the Tangible Collateral shall be removed from the
          Trust Estate without Beneficiary's prior written consent, and except
          damaged or obsolete Tangible Collateral which is either no longer
          usable or which is removed temporarily for repair or improvement or
          removed for replacement on the Trust Estate with Tangible Collateral
          of similar function.

               (7)   CHANGE OF NAME.  Trustor shall not change its corporate or
          business name, or do business within the State of Nevada under any
          name other than such name, or any trade name(s) other than those as to
          which Trustor gives prior written notice to Beneficiary of its intent
          to use such trade names, or any other business names (if any)
          specified in the financing statements delivered to Beneficiary for
          filing in connection with the execution hereof, without providing
          Beneficiary with the additional financing statement(s) and any other
          similar documents deemed reasonably necessary by Beneficiary to assure
          that its security interest remains perfected and of undiminished
          priority in all such Personal Property notwithstanding such name
          change.

                                      -26-
<PAGE>

     I.13.  ASSIGNMENT OF RENTS.
            -------------------

          The assignment of Leases and Rents set out above in Granting Clause
     (G) shall constitute an absolute and present assignment to Beneficiary,
     subject to the license herein given to Trustor to collect the Rents, and
     shall be fully operative without any further action on the part of any
     party, and specifically Beneficiary shall be entitled upon the occurrence
     of an Event of Default hereunder to all Rents, whether or not Beneficiary
     takes possession of the Trust Estate, or any portion thereof.  The absolute
     assignment contained in Granting Clause (G) shall not be deemed to impose
     upon Beneficiary any of the obligations or duties of Trustor provided in
     any such Space Lease (including, without limitation, any liability under
     the covenant of quiet enjoyment contained in any lease in the event that
     nay lessee shall have been joined as a party defendant in any action to
     foreclose this Deed of Trust and shall have been barred and foreclosed
     thereby of all right, title and interest and equity of redemption in the
     Trust Estate or any part thereof).

     I.14.  EXPENSES.
            --------

          (1)   Trustor shall pay when due and payable all costs, including
     without limitation, those reasonable appraisal fees, recording fees, taxes,
     brokerage fees and commissions, abstract fees, title policy fees, escrow
     fees, attorneys' and paralegal fees, travel expenses, fees for inspecting
     architect(s) and engineer(s) and all other costs and expenses of every
     character which have been incurred or which may hereafter be incurred by
     Beneficiary or any assignee of Beneficiary in connection with the
     preparation and execution of loan documents, amendments thereto or
     instruments, agreements or documents of further assurance, the funding of
     the Notes secured hereby, and the enforcement of any Loan Document; and

          (2)   Trustor shall, upon demand by Beneficiary, reimburse Beneficiary
     or any assignee of Beneficiary for all such reasonable expenses described
     in Section 1.14(a) which have been incurred or which shall be incurred by
     it; and

          (3)   Trustor shall indemnify Beneficiary with respect to any
     transaction or matter in any way connected with any portion of the Trust
     Estate, this Deed of Trust, including any occurrence at, in, on, upon or
     about the Trust Estate (including any personal injury, loss of life, or
     property damage), or Trustor's use, occupancy, or operation of the Trust
     Estate, or the filing or enforcement of any mechanic's lien, or otherwise
     caused in whole or in part by any act, omission or negligence occurring on
     or at the Trust Estate, including failure to comply with any Legal
     Requirement or with any requirement of this Deed of Trust be paid or
     performed by Trustor, unless caused by the gross negligence or willful Deed
     of Trust be paid or performed by Trustor, unless caused by the gross
     negligence or willful misconduct of Beneficiary.  If Beneficiary is a party
     to any litigation as to which either Trustor is required to indemnify
     Beneficiary (or is made a defendant in any action

                                      -27-
<PAGE>

     of any kind against Trustor or relating directly or indirectly to any
     portion of the Trust Estate) then, at Beneficiary's option, Trustor shall
     undertake Beneficiary's defense, using counsel satisfactory to Beneficiary
     (and any settlement shall be subject to Beneficiary's consent, and in any
     case shall indemnify Beneficiary against such litigation. Trustor shall pay
     all reasonable costs and expenses, including reasonable legal costs, that
     Beneficiary pays or incurs in connection with any such litigation. Any
     amount payable under any indemnity in this Deed of Trust shall be a demand
     obligation, shall be added to, and become a part of, the secured
     obligations under this Deed of Trust, shall be secured by this Deed of
     Trust, and shall bear interest at the interest rate on the Notes. Such
     indemnity shall survive any release of this Deed of Trust and any
     Foreclosure.

     I.15.  BENEFICIARY'S CURE OF TRUSTOR'S DEFAULT.
            ---------------------------------------

          If Trustor defaults in the payment of any tax, assessment, lien,
     encumbrance or other Imposition, in its obligation to furnish insurance
     hereunder, or in the performance or observance of any other covenant,
     condition or term of this Deed of Trust or any Loan Document unless Trustor
     is contesting in good faith such Imposition and posts an adequate bond
     therefor, Beneficiary may, but is not obligated to, to preserve its
     interest in the Trust Estate, perform or observe the same, and all payments
     made (whether such payments are regular or accelerated payments) and
     reasonable costs and expenses incurred or paid by Beneficiary in connection
     therewith shall become due and payable immediately.  The amounts so
     incurred or paid by Beneficiary, together with interest thereon at the
     interest rate on the Notes from the date incurred until paid by Trustor,
     shall be added to the indebtedness and secured by the lien of this Deed of
     Trust.  Beneficiary is hereby empowered to enter and to authorize others to
     enter upon the Land or any part thereof for the purpose of performing or
     observing any such defaulted covenant, condition or term, without thereby
     becoming liable to Trustor or any person in possession holding under
     Trustor.  No exercise of any rights under this Section by Beneficiary shall
     cure or waive any Event of Default or notice of default hereunder or
     invalidate any act done pursuant hereto or to any such notice, but shall be
     cumulative of all other rights and remedies.

     I.16.  USE OF LAND.
            -----------

          Trustor covenants that the Trust Estate shall be used and operated in
     a manner consistent with the operation of casino-hotels located in Las
     Vegas, Nevada, open during such days and hours as are customarily observed
     by such casino-hotels.

     I.17.  COMPLIANCE WITH PERMITTED LIEN AGREEMENTS.
            -----------------------------------------

          Trustor or any Affiliate of Trustor shall comply with each and every
     material obligation contained in any agreement pertaining to a material
     Permitted Lien.

                                      -28-
<PAGE>

     I.18.  DEFENSE OF ACTIONS.
            ------------------

          Trustor shall appear in an defend any action or proceeding affecting
     or purporting to affect the security hereof or the rights or powers of
     Beneficiary or Trustee, and shall pay all costs and expenses, including
     cost of title search and insurance or other evidence of title, preparation
     of survey, and reasonable attorneys' fees in any such action or proceeding
     in which Beneficiary or Trustee may appear or may be jointed as a party and
     in any suit brought by Beneficiary based upon or in connection with this
     Deed of Trust or any Loan Document.  Nothing contained in this section
     shall, however, limit the right of Beneficiary to appear in such action or
     proceeding with counsel of its own choice, either on its own behalf or on
     behalf of Trustor.

     I.19.  AFFILIATES.
            ----------

          (1)   SUBJECT TO TRUST DEED.  Trustor shall cause all of its
     Affiliates in any way involved with the operation of the Trust Estate or
     the Resorts to observe the covenants and conditions of this Deed of Trust
     to the extent necessary to give the full intended effect to such covenants
     and conditions and to protect and preserve the security of Beneficiary
     hereunder.  Trustor shall, at Beneficiary's request, cause any such
     Affiliate to execute and deliver to Beneficiary or Trustee such further
     instruments or documents as Beneficiary may reasonably deem necessary to
     effectuate the terms of this Section 1.19.

          (2)   RESTRICTION ON USE OF SUBSIDIARY OR AFFILIATE.  Trustor shall
     not use any Affiliate in the operation of the Trust Estate or the Resorts
     if such use would in any way impair the security for the Notes and the
     Indenture or circumvent any covenant or condition of this Deed of Trust or
     of any other Loan Document.

     I.20.  TITLE INSURANCE.
            ---------------

          Concurrently with the execution and delivery of this Deed of Trust,
     Trustor shall cause to be delivered to Trustee at Trustor's expense, one or
     more ALTA extended coverage Lender's Policies of Title Insurance (1970)
     showing fee and leasehold title to the real property situated in the City
     of Las Vegas, County of Clark, State of Nevada, more specifically described
     in Schedule A attached hereto, vested in Trustor and the lien of this Deed
     of Trust to be a perfected lien, prior to any and all encumbrances other
     than Permitted Liens.

                                  ARTICLE II

                                  THE LEASES
                                   ----------

     II.1.  STATUS OF LEASES.
            ----------------

                                      -29-
<PAGE>

          Trustor represents and warrants that:  (a) Trustor has provided to
     Beneficiary true, correct and complete copies of all Leases and Trustor has
     not executed or entered into any modifications or amendments of the Leases,
     either orally or in writing, other than written amendments that have been
     disclosed to Beneficiary in writing; (b) the Leases are in full force and
     effect, unmodified by any writing or otherwise, except as previously
     disclosed by Trustor to Beneficiary; (c) all rent and other charges
     reserved in the Leases have been paid to the extent they are payable to the
     date hereof; (d) Trustor enjoys the quiet and peaceful possession of the
     property demised by the Leases; (e) Trustor is not in default under any of
     the terms thereof; and (f) no event has occurred that, with the giving of
     notice or the passage of time or both, would constitute such a default or
     would entitle Trustor or any other party under the Leases to cancel the
     same or otherwise avoid its obligations.

     II.2.  PERFORMANCE OF LEASES.
            ---------------------

          Trustor agrees:  (a) to promptly and faithfully observe, perform and
     comply in all material respects with all the terms, covenants and
     provisions of the Leases on its part to be observed, performed and complied
     with, at the times set forth therein; (b) to give Beneficiary immediate
     notice of any material default by anyone under the Leases; and (c) to
     furnish to Beneficiary such additional information and evidence as
     Beneficiary may reasonably request in writing concerning the due
     observance, performance and compliance with the terms, covenants and
     provisions of the Leases.  No release or forbearance of any of Trustor's
     obligations under the Leases shall release Trustor from any of its
     obligations under this Deed of Trust, including its obligations with
     respect to the payment of rent and performance of all of the terms and
     provisions of the Leases to be performed by Trustor.

     II.3.  CURE BY BENEFICIARY.
            -------------------

          In the event of any default by Trustor in the performance of any of
     its obligations under the Leases, including, without limitation, any
     default in the payment of rent and other charges and impositions payable by
     the tenant thereunder that Beneficiary determines could constitute, with
     the giving of notice or the passage of time, an Event of Default hereunder,
     then, in each and every case, Beneficiary may, subject to the terms and
     conditions of the Intercreditor Agreement, at its option and without notice
     (but without any obligation to do so), cause the default or defaults to be
     remedied and otherwise exercise any and all of the rights of Trustor
     thereunder in the name of an on behalf of Trustor.  Trustor shall, on
     demand, reimburse Beneficiary for all advances made and expenses incurred
     by Beneficiary in curing any such default (including, without limitation,
     reasonable attorneys' fees), together with interest thereon at the interest
     rate payable on the Notes from the date that an advance is made or expense
     is incurred, to and including the date the same is paid.

                                      -30-
<PAGE>

     II.4.  NO MERGER OF ESTATES.
            --------------------

          It is hereby agreed that the fee title and the leasehold estate in the
     property demised by each Lease shall not merge but shall always be kept
     separate and distinct, notwithstanding the union of such estates in the
     landlord thereunder, Trustor or a third party, whether by purchase or
     otherwise.  If Trustor acquires the fee title or any other estate, title or
     interest in the Land, or any part thereof, the lien of this Deed of Trust
     shall attach to, cover and be a lien upon such acquired estate, title or
     interest and such estate, title or interest shall thereupon be and become a
     part of the Trust Estate with the same force and effect as if specifically
     encumbered herein.  Trustor agrees to execute all instruments and documents
     that Beneficiary may reasonably require to ratify, confirm and further
     evidence Beneficiary's lien on the acquired estate, title or interest.
     Furthermore, Trustor hereby appoints Beneficiary its true and lawful
     attorney-in-fact to execute and deliver all such instruments and documents
     in the name and on behalf of Trustor.  This power, being coupled with an
     interest, shall be irrevocable as long as any Obligations remain unpaid.

     II.5.  NO ASSIGNMENT OF LEASES.
            -----------------------

          Anything herein to the contrary notwithstanding, this Deed of Trust
     shall not constitute an assignment of the Leases within the meaning of any
     provisions thereof prohibiting its assignment and Beneficiary shall have no
     liability or obligation thereunder by reason of its acceptance of this Deed
     of Trust.

     II.6.  MAINTENANCE OF LEASES.
            ---------------------

          Trustor shall not surrender its leasehold estate under the Leases, nor
     terminate or cancel the Leases.  Trustor shall not agree to any amendment
     of the Leases without the prior written consent of Beneficiary.  Trustor
     shall renew all Leases in a timely manner when and as permitted in
     accordance with the terms except to the extent Beneficiary directs
     otherwise in writing.

     II.7.  TREATMENT OF THE LEASES IN BANKRUPTCY.
            -------------------------------------

          (1)   365(H) ELECTION.  If the lessor under any Lease (the "LESSOR")
     rejects or disaffirms, or seeks or purports to reject or disaffirm, such
     Lease pursuant to any bankruptcy law, then Trustor shall not, except as
     otherwise provided in this paragraph, exercise the 365(h) Election, or any
     comparable right provided under any other bankruptcy law.  To the extent
     permitted by law, Trustor shall not suffer or permit the termination of any
     Lease or relinquishment of its possession of its leasehold by exercise of
     the 365(h) Election or otherwise without Beneficiary's consent.  Trustor
     acknowledges that because the Leases are a primary element of Beneficiary's
     security for the Obligations secured hereunder, it is not anticipated that
     Beneficiary would consent to

                                      -31-
<PAGE>

     termination of the Leases. If Trustor makes any 365(h) Election in
     violation of this Deed of Trust, then such 365(h) Election shall be void
     and of no force or effect.

          (2)   ASSIGNMENT TO BENEFICIARY.  Trustor hereby assigns to
     Beneficiary the 365(h) Election with respect to the Leases.  Trustor
     acknowledges and agrees that the foregoing assignment of the 365(h)
     Election and related rights is one of the rights that Beneficiary may use
     at any time to protect and preserve Beneficiary's other rights and
     interests under this Deed of Trust.  Trustor further acknowledges that
     exercise of the 365(h) Election in favor of terminating any Lease would
     constitute waste prohibited by this Deed of Trust.  Trustor acknowledges
     and agrees that the 365(h) Election is in the nature of a remedy available
     to Trustor under the Leases, and is not a property interest that Trustor
     can separate from the Leases as to which it arises.  Therefore, Trustor
     agrees and acknowledges that exercise of the 365(h) Election in favor of
     preserving the right to possession under any Leases shall not be deemed to
     constitute Beneficiary's taking or sale of the Trust Estate (or any element
     thereof) and shall not entitle Trustor to any credit against the
     Obligations secured hereunder or otherwise impair Beneficiary's remedies.

          (3)   SCOPE OF COLLATERAL.  Trustor acknowledges that if the 365(h)
     Election is exercised in favor of Trustor's remaining in possession under
     any Lease, then Trustor's resulting occupancy rights, as adjusted by the
     effect of Section 365 of the Bankruptcy Code, shall then be part of the
     Property and shall be subject to the lien of this Deed of Trust.

          (4)   NOTICES.  Trustor shall promptly deliver to Beneficiary a copy
                -------
     of any notice of default or termination that it receives from any Lessor.
     Trustor shall promptly notify Beneficiary of any request that either party
     to a Lease makes for arbitration pursuant to such Lease.

                                  ARTICLE III

                           CORPORATE LOAN PROVISIONS
                           -------------------------

     III.1.  INTERACTION WITH INDENTURE.
             --------------------------

          (1)   INCORPORATION BY REFERENCE.  All terms, covenants, conditions,
     provisions and requirements of the Indenture are incorporated by reference
     in this Deed of Trust.  Any capitalized term used in this Deed of Trust
     without definition, but defined in the Indenture, shall have the same
     meaning here as in the Indenture.

          (2)   CONFLICTS.  Notwithstanding any other provision of this Deed of
     Trust, the terms and provisions of this Deed of Trust shall be subject and
     subordinate to the terms of the Indenture.  To the extent that the
     Indenture provides Trustor with a particular cure or notice period, or
     establishes any limitations or conditions on Beneficiary's actions with

                                      -32-
<PAGE>

     regard to a particular set of facts, Trustor shall be entitled to the same
     cure periods and notice periods, and Beneficiary shall be subject to the
     same limitations and conditions, under this Deed of Trust, as under the
     Indenture, in place of the cure periods, notice periods, limitations and
     conditions provided for under this Deed of Trust; provided, however, that
                                                       --------  -------
     such cure periods, notice periods, limitations and conditions shall not be
     cumulative as between the Indenture and this Deed of Trust.  In the event
     of any conflict or inconsistency between the provisions of this Deed of
     Trust and those of the Indenture, including, without limitation, any
     conflicts or inconsistencies in any definitions herein or therein, the
     provisions or definitions of the Indenture shall govern.

     III.2.  OTHER COLLATERAL.
             ----------------

          This Deed of Trust is one of a number of security agreements to secure
     the debt delivered by or on behalf of Trustor pursuant to the Indenture and
     the other Loan Documents and securing the Obligations secured hereunder.
     All potential junior Lien claimants are placed on notice that, under any of
     the Loan Documents or otherwise (such as by separate future unrecorded
     agreement between Trustor and Beneficiary), other collateral for the
     Obligations secured hereunder (i.e., collateral other than the Trust
     Estate) may, under certain circumstances, be released without a
     corresponding reduction in the total principal amount secured by this Deed
     of Trust.  Such a release would decrease the amount of collateral securing
     the same indebtedness, thereby increasing the burden on the remaining Trust
     Estate created and continued by this Deed of Trust.  No such release shall
     impair the priority of the lien of this Deed of Trust.  By accepting its
     interest in the Trust Estate, each and every junior Lien claimant shall be
     deemed to have acknowledged the possibility of, and consented to, any such
     release.  Nothing in this paragraph shall impose any obligation upon
     Beneficiary.

                                  ARTICLE IV

                             DEFAULTS AND REMEDIES
                             ---------------------

     IV.1.  EVENT OF DEFAULT.
            ----------------

          The term "Event of Default," wherever used in this Deed of Trust,
     shall mean any one or more of the events of default listed in Section 6.1
     of the Indenture, subject to such cure rights as may be expressly set forth
     in the Indenture (whether any such event shall be voluntary or involuntary
     or come about or be effected by operation of law or pursuant to or in
     compliance with any judgment, decree or order of any court or any order,
     rule or regulation of any administrative or governmental body).

     IV.2.  ACCELERATION OF MATURITY.
            ------------------------

          If an Event of Default occurs, Beneficiary may (except that such
     acceleration shall

                                      -33-
<PAGE>

     be automatic if the Event of Default is caused by a Trustor's Bankruptcy),
     in accordance with Section 6.01(ii) of the Indenture, declare the Notes and
     all indebtedness or sums secured hereby, to be due and payable immediately,
     and upon such declaration such principal and interest and other sums shall
     immediately become due and payable without demand, presentment, notice or
     other requirements of any kind (all of which Trustor waives)
     notwithstanding anything in this Deed of Trust or any Loan Document or
     applicable law to the contrary.

     IV.3.  PROTECTIVE ADVANCES.
            -------------------

          If Trustor fails to make any payment or perform any other obligation
     under the Notes or any other Loan Document, then without thereby limiting
     Beneficiary's other rights of remedies, waiving or releasing any of
     Trustor's obligations, or imposing any obligation on Beneficiary,
     Beneficiary may, subject to the terms and conditions of the Intercreditor
     Agreement, either advance any amount owing or perform any or all actions
     that Beneficiary considers necessary or appropriate to cure such default.
     All such advances shall constitute "Protective Advances."  No sums advanced
     or performance rendered by Beneficiary shall cure, or be deemed a waiver of
     any Event of Default.

     IV.4.  INSTITUTION OF EQUITY PROCEEDINGS.
            ---------------------------------

          If an Event of Default occurs, Beneficiary may institute an action,
     suit or proceeding in equity for specific performance of this Deed of
     Trust, the Notes or any Loan Document, all of which shall be specifically
     enforceable by injunction or other equitable remedy.  Trustor waives any
     defense based on laches or any applicable statute of limitations.

     IV.5.  BENEFICIARY'S POWER OF ENFORCEMENT.
            ----------------------------------

          Subject to the terms and conditions of the Intercreditor Agreement:

               (1)   If an Event of Default occurs, Beneficiary shall be
          entitled, at its option and in its sole and absolute discretion, to
          prepare and record on its own behalf, or to deliver to Trustee for
          recording, if appropriate, written declaration of default and demand
          for sale and written Notice of Breach and Election to Sell (or other
          statutory notice) to cause the Trust Estate to be sold to satisfy the
          obligations hereof, and in the case of delivery to Trustee, Trustee
          shall cause said notice to be filed for record.

               (2)   After the lapse of such time as may then be required by law
          following the recordation of said Notice of Breach and Election to
          Sell, and notice of sale having been given as then required by law,
          including compliance with all applicable Gaming Laws, Trustee without
          demand on Trustor, shall sell the Trust

                                      -34-
<PAGE>

          Estate or any portion thereof at the time and place fixed by it in
          said notice, either as a whole or in separate parcels, and in such
          order as it may determine, at public auction to the highest bidder, of
          cash in lawful money of the United States payable at the time of sale.
          Trustee may, for any cause it deems expedient, postpone the sale of
          all or any portion of said property until its shall be completed and,
          in every case, notice of postponement shall be given by public
          announcement thereof at the time and place last appointed for the sale
          and from time to time thereafter Trustee may postpone such sale by
          public announcement at the time fixed by the preceding postponement.
          Trustee shall execute and deliver to the purchaser its Deed, Bill of
          Sale, or other instrument conveying said property so sold, but without
          any covenant or warranty, express or implied. The recitals in such
          instrument of conveyance of any matters or facts shall be conclusive
          proof of the truthfulness thereof. Any person, including Beneficiary,
          may bid at the sale.

               (3)   After deducting all costs, fees and expenses of Trustee and
          of this Deed of Trust, including, without limitation, costs of
          evidence of title and reasonable attorneys' fees of Trustee or
          Beneficiary in connection with a sale, Trustee shall apply the
          proceeds of such sale to payment of all sums expended under the terms
          hereof not then repaid, with accrued interest at the interest rate on
          the Notes then to the payment of all other sums then secured hereby
          and the remainder, if any, to the person or persons legally entitled
          thereto as provided in NRS 40.462.

               (4)   Subject to compliance with applicable Gaming Laws, if any
          Event of Default occurs, Beneficiary may, either with or without entry
          or taking possession of the Trust Estate, and without regard to
          whether or not the indebtedness and other sums secured hereby shall be
          due and without prejudice to the right of Beneficiary thereafter to
          bring an action or proceeding to foreclose or any other action for any
          default existing at the time such earlier action was commenced,
          proceed by any appropriate action or proceeding:  (1) to enforce
          payment of the Notes, to the extent permitted by law, or the
          performance of any term hereof or any other right; (2) to foreclose
          this Deed of Trust in any manner provided by law for the foreclosure
          of mortgages or deeds of trust on real property and to sell, as an
          entirety or in separate lots or parcels, the Trust Estate or any
          portion thereof pursuant to the laws of the State of Nevada or under
          the judgement or decree of a court or courts of competent
          jurisdiction, and Beneficiary shall be entitled to recover in any such
          proceeding all costs and expenses incident thereto, including
          reasonable attorneys' fees in such amount as shall be awarded by the
          court; (3) to exercise any or all of the rights and remedies available
          to it under the Indenture; and (4) to pursue any other remedy
          available to it.  Beneficiary shall take action either by such
          proceedings or by the exercise of its powers with respect to entry or
          taking possession, or both, as Beneficiary may determine.

                                      -35-
<PAGE>

               (5)   The remedies described in this Section 4.5 may be exercised
          with respect to all or any portion of the Personal Property, either
          simultaneously with the sale of any real property encumbered hereby or
          independent thereof.  Beneficiary shall at any time be permitted to
          proceed with respect to all or any portion of the Personal Property in
          any manner permitted by the UCC and Section 4.178.  Trustor agrees
          that Beneficiary's inclusion of all or any portion of the Personal
          Property in a sale or other remedy exercised with respect to the real
          property encumbered hereby, as permitted by the UCC, is a commercially
          reasonable disposition of such property.

     IV.6.  BENEFICIARY'S RIGHT TO ENTER AND TAKE POSSESSION, OPERATE AND APPLY
            -------------------------------------------------------------------
            INCOME.
            ------

          Subject to the terms and conditions of the Intercreditor Agreement:

               (1)   Subject to compliance with applicable Gaming Laws, if an
          Event of Default occurs, (i) Trustor, upon demand of Beneficiary,
          shall forthwith surrender to Beneficiary the actual possession and, if
          and to the extent permitted by law, Beneficiary itself, or by such
          officers or agents as it may appoint, may enter and take possession of
          all the Trust Estate including the Personal Property, without
          liability for trespass, damages or otherwise, and may exclude Trustor
          and its agents and employees wholly therefrom and may have joint
          access with Trustor to the books, papers and accounts of Trustor, and
          (ii) Trustor shall pay monthly in advance to Beneficiary on
          Beneficiary's entry into possession, or to any receiver appointed to
          collect the Rents, all Rents then due and payable.

               (2)   If Trustor shall for any reason fail to surrender or
          deliver the Trust Estate, the Personal Property or any part thereof
          after Beneficiary's demand, Beneficiary may obtain a judgment or
          decree conferring on Beneficiary or Trustee the right to immediate
          possession or requiring Trustor to deliver immediate possession of all
          or part of such property to Beneficiary or Trustee and Trustor hereby
          specifically consents to the entry of such judgment or decree.
          Trustor shall pay to Beneficiary or Trustee, upon demand, all costs
          and expenses of obtaining such judgment or decree and reasonable
          compensation to Beneficiary or Trustee, their attorneys and agents,
          and all such costs, expenses and compensation shall, until paid, be
          secured by the lien of this Deed of Trust.

               (3)   Subject to compliance with applicable Gaming Laws, upon
          every such entering upon or taking of possession, Beneficiary or
          Trustee may hold, store, use, operate, manage and control the Trust
          Estate and conduct the business thereof, and, from time to time in its
          sole and absolute discretion and without being under any duty to so
          act:

                                      -36-
<PAGE>

                    (1)   make all necessary and property maintenance, repairs,
               renewals, replacements, additions, betterments and improvements
               thereto and thereon and purchase or otherwise acquire additional
               fixtures, personalty and other property;

                    (2)   insure or keep the Trust Estate insured;

                    (3)   manage and operate the Trust Estate and exercise all
               the rights and powers of Trustor in their name or otherwise with
               respect to the same;

                    (4)   enter into agreements with others to exercise the
               powers herein granted Beneficiary or Trustee, all as Beneficiary
               or Trustee from time to time may determine; and, subject to the
               receive all the Rents, including those past due as well as those
               accruing thereafter; and shall apply the monies so received by
               Beneficiary or Trustee in such priority as Beneficiary may
               determine to (1) the payment of interest and principal due and
               payable on the Notes, (2) the deposits for taxes and assessments
               and insurance premiums due, (3) the cost of insurance, taxes,
               assessments and other proper charges upon the Trust Estate or any
               part thereof; (4) the compensation, expenses and disbursements of
               the agents, attorneys and other representatives of Beneficiary or
               Trustee; and (5) any other charges or costs required to be paid
               by Trustor under the terms hereof.

                    (5)   rent or sublet the Trust Estate or any portion thereof
               for any purpose permitted by this Deed of Trust.

               Beneficiary or Trustee shall surrender possession of the Trust
          Estate and the Personal Property to Trustor only when all that is due
          upon such interest and principal, tax and insurance deposits, and all
          amounts under any of the terms of the Indenture or this Deed of Trust,
          shall have been paid and all defaults made good.  The same right of
          taking possession, however, shall exist if any subsequent Event of
          Default shall occur and be continuing.

     IV.7.  LEASES.
            ------

          Beneficiary is authorized to foreclose this Deed of Trust subject to
     the rights of any tenants of the Trust Estate, and the failure to make any
     such tenants parties defendant to any such foreclosure proceedings and to
     foreclose their rights shall not be, nor be asserted by Trustor to be, a
     defense to any proceedings instituted by Beneficiary to collect the sums
     secured hereby or to collect any deficiency remaining unpaid after the
     foreclosure sale of the Trust Estate, or any portion thereof.  Unless
     otherwise agreed by Beneficiary in writing, all Space Leases executed
     subsequent to the date hereof, or any part thereof, shall be subordinate
     and inferior to the lien of this Deed of Trust; provided,
                                                     --------

                                      -37-
<PAGE>

     however that (i) Beneficiary may be required to execute a non-disturbance
     -------
     and attornment agreement in connection with certain lease transactions; and
     (ii) from time to time Beneficiary may execute and record among the land
     records of the jurisdiction where this Deed of Trust is recorded,
     subordination statements with respect to such of said Space Leases as
     Beneficiary may designate in its sole discretion, where by the Space Leases
     so designated by Beneficiary shall be made superior to the lien of this
     Deed of Trust for the term set forth in such subordination statement. From
     and after the recordation of such subordination statements, and for the
     respective periods as may be set forth therein, the Space Leases therein
     referred to shall be superior to the lien of this Deed of Trust and shall
     not be affected by any foreclosure hereof. All such Space Leases shall
     contain a provision to the effect that the Trustor and Space Lessee
     recognize the right of Beneficiary to elect and to effect such
     subordination of this Deed of Trust and consents thereto.

     IV.8.  PURCHASE BY BENEFICIARY.
            -----------------------

          Upon any foreclosure sale (whether judicial or nonjudicial),
     Beneficiary may bid for and purchase the property subject to such sale and,
     upon compliance with the terms of sale, may hold, retain and possess and
     dispose of such property in its own absolute right without further
     accountability.

     IV.9.  WAIVER OF APPRAISEMENT, VALUATION, STAY, EXTENSION AND REDEMPTION
            -----------------------------------------------------------------
            LAWS.
            ----

          Trustor agrees to the full extent permitted by law that if an Event of
     Default occurs, neither Trustor nor anyone claiming through or under it
     shall or will set up, claim or seek to take advantage of any appraisement,
     valuation, stay, extension or redemption laws now or hereafter in force, in
     order to prevent or hinder the enforcement or foreclosure of this Deed of
     Trust or the absolute sale of the Trust Estate or any portion thereof or
     the final and absolute putting into possession thereof, immediately after
     such sale, of the purchasers thereof, and Trustor for itself and all who
     may at any time claim through or under it, hereby waives, to the full
     extent that it may lawfully so do, the benefit of all such laws, and any
     and all right to have the assets comprising the Trust Estate marshaled upon
     any foreclosure of the lien hereof and agrees that Trustee or any court
     having jurisdiction to foreclose such lien may sell the Trust Estate in
     part or as an entirety.

     IV.10.  RECEIVER.
             --------

          If an Event of Default occurs, Beneficiary, to the extent permitted by
     law and in accordance with all applicable Gaming Laws, and subject to the
     terms and conditions of the Intercreditor Agreement, and without regard to
     the value, adequacy or occupancy of the security for the indebtedness and
     other sums secured hereby, shall be entitled as a matter of right if it so
     elects to the appointment of a receiver to enter upon and take

                                      -38-
<PAGE>

     possession of the Trust Estate and to collect all Rents and apply the same
     as the court may direct, and such receiver may be appointed by any court of
     competent jurisdiction upon application by Beneficiary. Beneficiary may
     have a receiver appointed and shall promptly notify Trustor of such
     appointment of a receiver, and Beneficiary may have a receiver appointed
     and shall promptly notify Trustor of such appointment of a receiver, and
     Beneficiary may waive any requirement that the receiver post a bond;
     provided, however, that failure to notify Trustor or any other third party
     shall not affect the enforceability of any actions taken by the receiver.
     Beneficiary shall have the power to designate and select the Person who
     shall serve as the receiver and to negotiate all terms and conditions under
     which such receiver shall serve. Any receiver appointed on Beneficiary's
     behalf may be an Affiliate of Beneficiary. The expenses, including
     receiver's fees, attorneys' fees, costs and agent's compensation, incurred
     pursuant to the powers herein contained shall be secured by this Deed of
     Trust. The right to enter and take possession of and to manage and operate
     the Trust Estate and to collect all Rents, whether by a receiver or
     otherwise, shall be cumulative to any other right or remedy available to
     Beneficiary under this Deed of Trust, the Indenture or otherwise available
     to Beneficiary and may be exercised concurrently therewith or independently
     thereof. Beneficiary shall be liable to account only for such Rents
     (including, without limitation, security deposits) actually received by
     Beneficiary, whether received pursuant to this section or any other
     provision hereof. Notwithstanding the appointment of any receiver or other
     custodian, Beneficiary shall be entitled as pledgee to the possession and
     control of any cash, deposits, or instruments at the time held by, or
     payable or deliverable under the terms of this Deed of Trust to,
     Beneficiary.

     IV.11.  SUITS TO PROTECT THE TRUST ESTATE.
             ---------------------------------

          Subject to the terms and conditions of the Intercreditor Agreement,
     Beneficiary shall have the power and authority to institute and maintain
     any suits and proceedings as Beneficiary, in its sole and absolute
     discretion, may deem advisable (a) to prevent any impairment of the Trust
     Estate by any acts which may be unlawful or any violation of this Deed of
     Trust, (b) to preserve or protect its interest in the Trust Estate, or (c)
     to restrain the enforcement of or compliance with any legislation or other
     Legal Requirement that may be unconstitutional or otherwise invalid, if the
     enforcement of or compliance with such enactment, rule or order might
     impair the security hereunder or be prejudicial to Beneficiary's interest.

     IV.12.  PROOFS OF CLAIM.
             ---------------

          In the case of any receivership, Insolvency, Bankruptcy,
     reorganization, arrangement, adjustment, composition or other judicial
     proceedings affecting Trustor, any Affiliate or any guarantor, co-maker or
     endorse or any of Trustor's obligations, its creditors or its property,
     Beneficiary, to the extent permitted by law, shall be entitled to file such
     proofs of claim or other documents as it may deem be necessary or advisable
     in

                                      -39-
<PAGE>

     order to have its claims allowed in such proceedings for the entire amount
     due and payable by Trustor under the Notes or any other Loan Document, at
     the date of the institution of such proceedings, and for any additional
     amounts which may become due and payable by Trustor after such date.

     IV.13.  TRUSTOR TO PAY THE NOTES ON ANY DEFAULT IN PAYMENT; APPLICATION OF
             -------------------------------------------------------------------
     MONIES BY BENEFICIARY.
     ---------------------

          (1)   In case of a foreclosure sale of all or any part of the Trust
     Estate and of the application of the proceeds of sale to the payment of the
     sums secured hereby, Beneficiary shall be entitled to enforce payment from
     Trustor of any additional amounts then remaining due and unpaid and to
     recover judgment against Trustor for any portion thereof remaining unpaid,
     with interest at the interest rate on the Notes, in accordance with NRS
     40.451 et seq.

          (2)   Trustor hereby agrees to the extent permitted by law, that no
     recovery of any such judgment by Beneficiary or other action by Beneficiary
     and no attachment or levy of any execution upon any of the Trust Estate or
     any other property shall in any way affect the Lien and security interest
     of this Deed of Trust upon the Trust Estate or any part thereof or any
     Lien, rights, powers or remedies of Beneficiary hereunder, but such Lien,
     rights, powers and remedies shall continue unimpaired as before.

          (3)   Any monies collected or received by Beneficiary under this
     Section 4.13 shall be first applied to the payment of compensation,
     expenses and disbursements of the agents, attorneys and other
     representatives of Beneficiary, and the balance remaining shall be applied
     to the payment of amounts due and unpaid under the Notes.

          (4)   The provisions of this section shall not be deemed to limit or
     otherwise modify the provisions of any guaranty of the indebtedness
     evidenced by the Notes.

     IV.14.  DELAY OR OMISSION; NO WAIVER.
             ----------------------------

          No delay or omission of Beneficiary or Noteholder to exercise any
     right, power or remedy upon any Event of Default shall exhaust or impair
     any such right, power or remedy or shall be construed to waive any such
     Event of Default or to constitute acquiescence therein.  Every right, power
     and remedy given to Beneficiary whether contained herein or in the
     Indenture or otherwise available to Beneficiary may be exercised from time
     to time and as often as may be deemed expedient by Beneficiary.

     IV.15.  NO WAIVER OR ONE DEFAULT TO AFFECT ANOTHER.
             ------------------------------------------

          No waiver of any Event of Default hereunder shall extend to or affect
     any subsequent or any other Event of Default then existing, or impair any
     rights, powers or

                                      -40-
<PAGE>

     remedies consequent thereon. If Beneficiary or a majority of Noteholders,
     to the extent applicable under the Indenture, (a) grants forbearance or an
     extension of time for the payment of any sums secured hereby; (b) takes
     other or additional security for the payment thereof; (c) waives or does
     not exercise any right granted in the Notes, the Indenture, this Deed of
     Trust or any other Loan Document; (d) releases any part of the Trust Estate
     from the lien or security interest of this Deed of Trust or any other
     instrument securing the Notes; (e) consents to the filing of any map, plat
     or replat of the Land; (f) consents to the granting of any easement of the
     Land; or (g) makes or consents to any agreement changing the terms of this
     Deed of Trust or any Loan Document subordinating the lien or any charge
     hereof, no such act or omission shall release, discharge, modify, change or
     affect the original liability under the Notes, this Deed of Trust or any
     other Loan Document or otherwise of Trustor, or any subsequent purchaser of
     the Trust Estate or any part thereof or any maker, co-signer, surety or
     guarantor. No such act or omission shall preclude Beneficiary from
     exercising any right, power or privilege herein granted or intended to be
     granted in case of any Event of Default then existing or of any subsequent
     Event of Default, nor, except as otherwise expressly provided in an
     instrument or instruments executed by Beneficiary, shall the lien or
     security interest of this Deed of Trust be altered thereby, except to the
     extent expressly provided in any releases, maps, easements or
     subordinations described in clause (d), (e), (f) or (g) above of this
     Section 4.15. In the event of the sale or transfer by operation of law or
     otherwise of all or any part of the Trust Estate, Beneficiary, without
     notice to any person, firm or corporation, is hereby authorized and
     empowered to deal with any such vendee or transferee with reference to the
     Trust Estate or the indebtedness secured hereby, or with reference to any
     of the terms or conditions hereof, as fully and to the same extent as it
     might deal with the original parties hereto and without in any way
     releasing or discharging any of the liabilities or undertakings hereunder,
     or waiving its right to declare such sale or transfer an Event of Default
     as provided herein. Notwithstanding anything to the contrary contained in
     this Deed of Trust or any Loan Document, (i) in the case of any non-
     monetary Event of Default, Beneficiary may continue to accept payments due
     hereunder without hereby waiving the existence of such or any other Event
     of Default and (ii) in the case of any monetary Event of Default,
     Beneficiary may accept partial payments of any sums due hereunder without
     thereby waiving the existence of such Event of Default if the partial
     payment is not sufficient to completely cure such Event of Default.

     IV.16.  DISCONTINUANCE OF PROCEEDINGS; POSITION OF PARTIES RESTORED.
             -----------------------------------------------------------

          If Beneficiary shall have proceeded to enforce any right or remedy
     under this Deed of Trust by foreclosure, entry of judgment or otherwise and
     such proceedings shall have been discontinued to abandoned for any reason,
     or such proceedings shall have resulted in a final determination adverse to
     Beneficiary, then and in every such case Trustor and Beneficiary shall be
     restored to their former positions and rights hereunder, and all rights,
     powers and remedies of Beneficiary shall continue as if no such

                                      -41-
<PAGE>

     proceedings had occurred or had been taken.

     IV.17.  REMEDIES CUMULATIVE.
             -------------------

          No right, power or remedy, including without limitation remedies with
     respect to any security for the Notes, conferred upon or reserved to
     Beneficiary by the Note Guarantees, this Deed of Trust or any other Loan
     Document is exclusive of any other right, power or remedy, but each and
     every such right, power and remedy shall be cumulative and concurrent and
     shall be in addition to any other right, power and remedy given hereunder
     or under any Loan Document, now or hereafter existing at law, in equity or
     by statute, and Beneficiary shall be entitled to resort to such rights,
     powers, remedies or security as Beneficiary shall in its sole and absolute
     discretion deem advisable, subject to the terms and conditions of the
     Intercreditor Agreement.  The rights and remedies of Beneficiary upon the
     occurrence of one or more defaults by Trustor may be exercised by
     Beneficiary, in the sole discretion of Beneficiary, either alternatively,
     concurrently, or consecutively in any order.  The exercise by Beneficiary
     or Trustee, of any one or more of such rights and remedies shall not be
     construed to be an election or remedies nor a waiver of any other rights
     and remedies Beneficiary might have unless, and limited to the extent that,
     Beneficiary shall so elect or so waive by an instrument in writing
     delivered to Trustee.  Without limiting the generality of the foregoing, to
     the extent that this Deed of Trust covers the real property and personal
     property, Beneficiary may, in the sole discretion of Beneficiary, either
     alternatively, concurrently, or consecutively in any order;

               (1)  Proceed as to both the real property, the personal property
          and other collateral in accordance with Beneficiary's rights and
          remedies in respect to the real property; or

               (2)  Proceed as to the real property in accordance with
          Beneficiary's rights and remedies in respect to the real property and
          proceed as to the personal property and other collateral in accordance
          with Beneficiary's rights and remedies in respect to the personal
          property and other collateral;

          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 other collateral in accordance with the Nevada Uniform
     Commercial Code--Secured Transactions.

          If Beneficiary should elect to proceed as to both the real property,
     the personal property and other collateral in accordance with Beneficiary's
     rights and remedies in respect to real property;

               (a)   All the real property and all the personal property and
          other collateral may be sold, in the manner and at the time and place
          provided in this Deed of Trust, in one lot, or in separate lots
          consisting of any combination or

                                      -42-
<PAGE>

          combinations of the real property, the personal property, and other
          collateral, as the Beneficiary may elect, in the sole discretion of
          Beneficiary.

               (b)   Trustor acknowledges and agrees that a disposition of the
          personal property and other collateral in accordance with
          Beneficiary's rights and remedies in respect to real property, as
          hereinabove provided, is a commercially reasonable disposition of the
          collateral.

          If the Beneficiary should elect to proceed as to the personal property
     and other collateral in accordance with Beneficiary's rights and remedies
     in respect to personal property and other collateral, Beneficiary shall
     have all the rights and remedies conferred on a secured party by NRS
     104.9501 to NRS 104.9507, both inclusive.

     IV.18.  INTEREST AFTER EVENT OF DEFAULT.
             -------------------------------

          If an Event of Default shall have occurred and is continuing, all sums
     outstanding and unpaid under the Notes and this Deed of Trust shall bear
     interest at the interest rate on the Notes until such Event of Default has
     been cured.  Trustor's obligation to pay such interest shall be secured by
     this Deed of Trust.

     IV.19.  FORECLOSURE; EXPENSES OF LITIGATION.
             -----------------------------------

          If Trustee forecloses, reasonable attorneys' fees for services in the
     supervision of said foreclosure proceeding shall be allowed to the Trustee
     and Beneficiary as part of the foreclosure costs.  In the event of
     foreclosure of the lien hereof, there shall be allowed and included as
     additional indebtedness all reasonable expenditures and expenses which may
     be paid or incurred by or on behalf of Beneficiary for attorneys fees,
     appraiser's fees, outlays for documentary and expert evidence,
     stenographers' charges, publication costs, and costs (which may be
     estimated as to items to be expended after foreclosure sale or entry of the
     decree) of procuring all such abstracts of title, title searches and
     examinations, title insurance policies and guarantees, and similar data and
     assurances with respect to title as Beneficiary may deem reasonably
     advisable either to prosecute such suit or to evidence to a bidder at any
     sale which may be had pursuant to such decree the true condition of the
     title to or the value of the Trust Estate or any portion thereof.  All
     expenditures and expenses of the nature in this section mentioned, and such
     expenses and fees as may be incurred in the protection of the Trust Estate
     and the maintenance of the lien and security interest of this Deed of
     Trust, including the fees of any attorney employed by Beneficiary in any
     litigation or proceeding affecting this Deed of Trust or any Loan Document,
     the Trust Estate or any portion thereof, including, without limitation,
     civil, probate, appellate and bankruptcy proceedings, or in preparation for
     the commencement or defense of any proceeding or threatened suit or
     proceeding, shall be immediately due and payable by Trustor, with interest
     thereon at the interest rate on the Notes, and shall be secured by this
     Deed of Trust.  Trustee waives its right to any

                                      -43-
<PAGE>

     statutory fee in connection with any judicial or nonjudicial foreclosure of
     the lien hereof and agrees to accept a reasonable fee for such services.

     IV.20.  DEFICIENCY JUDGMENTS.
             --------------------

          If after foreclosure of this Deed of Trust or Trustee's sale
     hereunder, there shall remain any deficiency with respect to any amounts
     payable under the Notes or hereunder or any amounts secured hereby, and
     Beneficiary shall institute any proceedings to recover such deficiency or
     deficiencies, all such amounts shall continue to bear interest at the
     interest rate on the Notes.  Trustor waives any defense to Beneficiary's
     recovery against Trustor of any deficiency after any foreclosure sale of
     the Trust Estate.  Trustor expressly waives any defense or benefits that
     may be derived from any statute granting Trustor any defense to any such
     recovery by Beneficiary.  In addition, Beneficiary and Trustee shall be
     entitled to recovery of all of their reasonable costs and expenditures
     (including without limitation any court imposed costs) in connection with
     such proceedings, including their reasonable attorneys' fees, appraisal
     fees and the other costs, fees and expenditures referred to in Section 4.19
     above.  This provision shall survive any foreclosure or sale of the Trust
     Estate, any portion thereof and/or the extinguishment of the lien hereof.

     IV.21.  WAIVER OF JURY TRIAL.
             --------------------

          To the fullest extent permitted by law, Beneficiary and Trustor each
     waive any right to have a jury participate in resolving any dispute whether
     sounding in contract, tort or otherwise arising out of, connected with,
     related to or incidental to the relationship established between them in
     connection with the Notes, this Deed of Trust or any other Loan Document.
     Any such dispute shall be resolved in a bench trial without a jury.

     IV.22.  EXCULPATION OF BENEFICIARY.
             --------------------------

          The acceptance by Beneficiary of the assignment contained herein with
     all of the rights, powers, privileges and authority created hereby shall
     not, prior to entry upon and taking possession of the Trust Estate by
     Beneficiary, be deemed or construed to make Beneficiary a "mortgagee in
     possession"; nor thereafter or at any time or in any event obligate
     Beneficiary to appear in or defend any action or proceeding relating to the
     Space Leases, the Rents or the Trust Estate, or to take any action
     hereunder or to expend any money or incur any expenses or perform or
     discharge any obligation, duty or liability under any Space Lease or to
     assume any obligation or responsibility for any security deposits or other
     deposits  except to the extent such deposits are actually received by
     Beneficiary, nor shall Beneficiary, prior to such entry and taking, be
     liable in any way for any injury or damage to person or property sustained
     by any Person in or about the Trust Estate.

                                   ARTICLE V

                                      -44-
<PAGE>

                    RIGHTS AND RESPONSIBILITIES OF TRUSTEE;
                     OTHER PROVISIONS RELATING TO TRUSTEE
                     ------------------------------------

     Notwithstanding anything to the contrary in this Deed of Trust, Trustor and
Beneficiary agree as follows.

     V.1.  EXERCISE OF REMEDIES BY TRUSTEE.
           -------------------------------

          To the extent that this Deed of Trust or applicable law, including all
     applicable Gaming Laws, authorizes or empowers Beneficiary to exercise any
     remedies set forth in Article Four hereof or otherwise, or perform any acts
     in connection therewith, Trustee (but not to the exclusion of Beneficiary
     unless so required under the law of the State of Nevada) shall have the
     power to exercise any or all such remedies, and to perform any acts
     provided for in this Deed of Trust in connection therewith, all for the
     benefit of Beneficiary and on Beneficiary's behalf in accordance with
     applicable law of the State of Nevada.  In connection therewith, Trustee:
     (a) shall not exercise, or waive the exercise of, any Beneficiary's
     Remedies (other than any rights or Trustee to any indemnity or
     reimbursement), except at Beneficiary's request, and (b) shall exercise, or
     waive the exercise of, any or all of Beneficiary's remedies at
     Beneficiary's request, and in accordance with Beneficiary's directions as
     to the manner of such exercise or waiver.  Trustee may, however, decline to
     follow Beneficiary's request or direction if Trustee shall be advised by
     counsel that the action or proceeding, or manner thereof, so directed may
     not lawfully be taken or waived.

     V.2.  RIGHTS AND PRIVILEGES OF TRUSTEE.
           --------------------------------

     To the extent that this Deed of Trust requires Trustor to indemnify
     Beneficiary or reimburse Beneficiary for any expenditures Beneficiary may
     incur, Trustee shall be entitled to the same indemnity and the same rights
     to reimbursement of expenses as Beneficiary, subject to such limitations
     and conditions as would apply in the case of Beneficiary.  To the extent
     that this Deed of Trust negates or limits Beneficiary's liability as to any
     matter, Trustee shall be entitled to the same negation or limitation of
     liability.  To the extent that Trustor, pursuant to this Deed of Trust,
     appoints Beneficiary as Trustor's attorney in fact for any purpose,
     Beneficiary or (when so instructed by Beneficiary) Trustee shall be
     entitled to act on Trustor's behalf without joinder or confirmation by the
     other.

     V.3.  RESIGNATION OR REPLACEMENT OF TRUSTEE.
           -------------------------------------

          Trustee may resign by an instrument in writing addressed to
     Beneficiary, and Trustee may be removed at any time with or without cause
     (i.e., in Beneficiary's sole and absolute discretion) by an instrument in
     writing executed by Beneficiary.  In case of the

                                      -45-
<PAGE>

     death, resignation, removal or disqualification of Trustee or if for any
     reason Beneficiary shall deem it desirable to appoint a substitute,
     successor or replacement Trustee to act instead of Trustee originally named
     (or in place of any substitute, successor or replacement Trustee), then
     Beneficiary shall have the right and is hereby authorized and empowered to
     appoint a successor, substitute or replacement Trustee, without any
     formality other than appointment and designation in writing executed by
     Beneficiary, which instrument shall be recorded if required by the law of
     the State of Nevada. The law of the State of Nevada shall govern the
     qualifications of any Trustee. The authority conferred upon Trustee by this
     Deed of Trust shall automatically extend to any and all other successor,
     substitute and replacement Trustee(s) successively until the Secured
     Obligations have been paid in full or the Trust Estate has been sold
     hereunder or released in accordance with the provisions of the Loan
     Documents. Beneficiary's written appointment and designation of any Trustee
     shall be full evidence of Beneficiary's right and authority to make the
     same and of all facts therein recited. No confirmation, authorization,
     approval or other action by Trustor shall be required in connection with
     any resignation or other replacement of Trustee.

     V.4.  AUTHORITY OF BENEFICIARY.
           ------------------------

          If Beneficiary is a banking corporation, state banking corporation or
     a national banking association and the instrument of appointment of any
     successor replacement Trustee is executed on Beneficiary's behalf by an
     officer of such corporation, state banking corporation or national banking
     association, then such appointment shall be conclusively presumed to be
     executed with authority and shall be valid and sufficient without proof of
     any action by the board of directors or any superior officer of
     Beneficiary.

     V.5.  EFFECT OF APPOINTMENT OF SUCCESSOR TRUSTEE.
           ------------------------------------------

          Upon the appointment and designation of any successors, substitute or
     replacement Trustee, Trustee's entire estate and title in the Trust Estate
     shall vest in the designated successor, substitute or replacement Trustee.
     Such successor, substitute or replacement Trustee shall thereupon succeed
     to and shall hold, possess and execute all the rights, powers, privileges,
     immunities and duties herein conferred upon Trustee.  All references herein
     to Trustee shall be deemed to refer to Trustee (including any successor or
     substitute appointed and designated as herein provided) from time to time
     acting hereunder.

     V.6.  CONFIRMATION OF TRANSFER AND SUCCESSION.
           ---------------------------------------

          Upon the written request of Beneficiary or of any successor,
     substitute or replacement Trustee, any former Trustee ceasing to act shall
     execute and deliver an instrument transferring to such successor,
     substitute or replacement Trustee all of the

                                      -46-
<PAGE>

     right, title, estate and interest in the Trust Estate of Trustee so ceasing
     to act, together with all the rights, powers, privileges, immunities and
     duties herein conferred upon Trustee, and shall duly assign, transfer and
     deliver all properties and moneys held by said Trustee hereunder to said
     successor, substitute or replacement Trustee.

     V.7.  RATIFICATION.
           ------------

          Trustor hereby ratifies and confirms any and all acts that any Trustee
     may take or perform by virtue of this Deed of Trust.

     V.8.  EXCULPATION.
           -----------

          Trustee shall not be liable for any error of judgment or act done by
     Trustee in good faith, or otherwise be responsible or accountable under any
     circumstances whatsoever, except for Trustee's gross negligence, willful
     misconduct or knowing violation of law.  Trustee shall have the right to
     rely on any instrument, document or signature authorizing or supporting any
     action taken or proposed to be taken by it hereunder, believed by it in
     good faith to be genuine.  All moneys received by Trustee shall, until used
     or applied as herein provided, by held in trust for the purposes for which
     they were received, but need not be segregated in any manner from any other
     moneys (except to the extent required by law).  Trustee shall be under no
     liability for interest on any moneys received by it hereunder.

     V.9.  ENDORSEMENT AND EXECUTION OF DOCUMENTS.
           --------------------------------------

          Upon Beneficiary's written request, Trustee shall, without liability
     or notice to Trustor, execute, consent to, or join in any instrument or
     agreement in connection with or necessary to effectuate the purposes of the
     Loan Documents.  Trustor hereby irrevocably designates Trustee as its
     attorney in fact to execute, acknowledge and deliver, on Trustor's behalf
     and in Trustor's name, all instruments or agreements necessary to implement
     any provision(s) of this Deed of Trust or to further perfect the lien
     created by this Deed of Trust on the Trust Property.  This power of
     attorney shall be deemed to be coupled with an interest and shall survive
     any disability of Trustor.

     V.10.  MULTIPLE TRUSTEES.
            -----------------

          If Beneficiary appoints multiple trustees, then any Trustee,
     individually may exercise all powers granted to Trustee under this
     instrument, without the need for action by any other Trustee(s).

               (1)   TERMS OF TRUSTEE'S ACCEPTANCE.  Trustee accepts the trust
                     -----------------------------
          created by this Deed of Trust upon the following terms and conditions:

                                      -47-
<PAGE>

               (2)   DELEGATION.  Trustee may exercise any of its powers through
                     ----------
          appointment attorney(s) in fact or agents.

               (3)   SECURITY.  Trustee shall be under no obligation to take any
          action upon any Event of Default unless furnished security or
          indemnity, in form satisfactory to Trustee, against costs, expenses
          and liabilities that the Trustee may incur.

               (4)   COSTS AND EXPENSES.  Trustor shall reimburse Trustee, as
          part of the Obligations secured hereunder, for all reasonable
          disbursements and expenses (including reasonable legal fees and
          expenses) incurred by reason of and as provided for in this Deed of
          Trust, including any of the foregoing incurred in Trustee's
          administering and executing the trust created by this Deed of Trust
          and performing Trustee's duties and exercising Trustee's powers under
          this Deed of Trust.

               (5)   RELEASE.  Pursuant to the terms in this Section 5.11(d) and
          Section 6.10, upon payment of the Obligations secured hereunder,
          Beneficiary shall request Trustee to reconvey this Deed of Trust and
          shall surrender all the Obligations secured hereunder to Trustee.
          Trustee shall release this Deed of Trust without charge to Trustor.
          Trustor shall pay all costs of recordation, if any.

                                  ARTICLE VI

                           MISCELLANEOUS PROVISIONS
                           ------------------------

     VI.1.  HEIRS, SUCCESSORS AND ASSIGNS INCLUDED IN PARTIES.
            -------------------------------------------------

          Whenever one of the parties hereto is named or referred to herein, the
     heirs, successors and assigns of such party shall be included, and subject
     to the limitations set forth in Section 1.10, all covenants and agreements
     contained in this Deed of Trust, by or on behalf of Trustor or Beneficiary
     shall bind and inure to the benefit of its heirs, successors and assigns,
     whether so expressed or not.

     VI.2.  ADDRESSES FOR NOTICES, ETC.
            --------------------------

          Any notice, report, demand or other instrument authorized or required
     to be given or furnished under this Deed of Trust to Trustor or Beneficiary
     shall be deemed given or furnished (i) when addressed to the party intended
     to receive the same, at the address of such party set forth below, and
     delivered at such address or (ii) three (3) days after the same is
     deposited in the United States mail as first class certified mail, return
     receipt requested, postage prepaid, whether or not the same is actually
     received by such party:

                                      -48-
<PAGE>

      Beneficiary:  Firstar Bank of Minnesota, N.A.
                    101 East Fifth Street
                    St. Paul, Minnesota 55101-1860
                    Telecopier No.:  (612) 229-6415
                    Attention:  Corporate Trust Department

      Trustor:      Coast Hotels and Casinos, Inc.
                    4500 West Tropicana Avenue
                    Las Vegas, Nevada 89103
                    Attn:  Michael Gaughan
                    Ph: (702) 365-7111
                    FAX: (702) 365-7566

                                      -49-
<PAGE>

     With a copy to:  Leavitt, Sully & Rivers
                      601 East Bridger Avenue
                      Las Vegas, Nevada  89101
                      Ph:  (702) 382-5111
                      FAX:  (702) 382-2892
                      Attn:  K. Michael Leavitt

     Trustee:         National Title Company
                      714 E. Sahara Avenue
                      Las Vegas, Nevada  89104
                      Attention:  C.H. Bouchard
                      Tel: (702) 737-3366
                      FAX:  (702) 737-9255

     VI.3.  CHANGE OF NOTICE ADDRESS.
            ------------------------

          Any person may change the address to which any such notice, report,
     demand or other instrument is to be delivered or mailed to that person, by
     furnishing written notice of such change to the other party, but no such
     notice of change shall be effective unless and until received by such other
     party

     VI.4.  HEADINGS.
            --------

          The headings of the articles, sections, paragraphs and subdivisions of
     this Deed of Trust are for convenience of reference only, are not to be
     considered a part hereof, and shall not limit or expand or otherwise affect
     any of the terms hereof.

     VI.5.  INVALID PROVISIONS TO AFFECT NO OTHERS.
            --------------------------------------

          In the event that any of the covenants, agreements, terms or
     provisions contained herein or in the Notes, the Indenture or any other
     Loan Document shall be invalid, illegal or unenforceable in any respect,
     the validity of the lien hereof and the remaining covenants, agreements,
     terms or provisions contained herein or in the Notes, the Indenture, the
     Note Guarantees or any other Loan Document shall be in no way affected,
     prejudiced or disturbed thereby.  To the extent permitted by law, Trustor
     waives any provision of law which renders any provision hereof prohibited
     or unenforceable in any respect.

     VI.6.  CHANGES AND PRIORITY OVER INTERVENING LIENS.
            -------------------------------------------

          Neither this Deed of Trust nor any term hereof may be changed, waived,
     discharged or terminated orally, or by any action or inaction, but only by
     an instrument in writing signed by the party against which enforcement of
     the change, waiver, discharge or

                                      -50-
<PAGE>

     termination is sought. Any agreement hereafter made by Trustor and
     Beneficiary relating to this Deed of Trust shall be superior to the rights
     of the holder of any intervening lien or encumbrance.

     VI.7.  ESTOPPEL CERTIFICATES.
            ---------------------

          Within ten Business Days after Beneficiary's written request, Trustor
     shall from time to time execute a certificate, in recordable form (an
     "Estoppel Certificate"), stating, except to the extent it would be
     inaccurate to so state:  (a) the current amount of the Obligations secured
     hereunder and all elements thereof, including principal, interest, and all
     other elements; (b) Trustor has no defense, offset, claim, counterclaim,
     right of recoupment, deduction, or reduction against any of the Obligations
     secured hereunder; (c) non of the Loan Documents have been amended, whether
     orally or in writing; (d) Trustor has no claims against Beneficiary of any
     kind: (e) any Power of Attorney granted to Beneficiary is in full force and
     effect; and (f) such other matters relating to this Deed of Trust, any Loan
     Documents and the relationship of Trustor and Beneficiary shall request.
     In addition, the Estoppel Certificate shall set forth the reasons why it
     would be inaccurate to make any of the foregoing assurances ("a" through
     "f").

     VI.8.  GOVERNING LAW.
            -------------

          This Deed of Trust shall be construed, interpreted, enforced and
     governed by and in accordance with the laws of the State of Nevada, without
     regard to its choice of law provisions.

     VI.9.  REQUIRED NOTICES.
            ----------------

          Trustor shall notify Beneficiary promptly of the occurrence of any of
     the following and shall immediately provide Beneficiary a copy of the
     notice or documents referred to: (i) receipt of notice from any
     Governmental Authority relating to all or any material part of the Trust
     Estate if such notice relates to a default, or act, omission or
     circumstances which would result in a default after notice or passage of
     time or both; (ii) receipt of any notice from any tenant leasing all or any
     material portion of the Trust Estate if such notice relates to a default or
     act, omission or circumstance which would result in a default after notice
     or passage of time or both; (iii) receipt of notice from the holder of any
     Permitted Lien relating to a default or act, omission or circumstance which
     would result in a default after notice or passage of time or both; (iv) the
     commencement of any proceedings or the entry of any judgment, decree or
     order materially affecting all or any portion of the Trust Estate or which
     involve the potential liability of Trustor or its Affiliates in an amount
     in excess of $25,000,000 (other than for personal injury actions and
     related property damage suits which have been acknowledged by the insurer
     to be covered by such insurance); or (v) commencement of any judicial or
     administrative proceedings or the entry of any judgment, decree or order by
     or against or otherwise

                                      -51-
<PAGE>

     affecting Trustor or any Affiliate of Trustor, a material portion of the
     Trust Estate, or a material portion of the Personal Property, or any other
     action by any creditor or lessor thereof as a result of any default under
     the terms of any lease.

     VI.10.  RECONVEYANCE.
             ------------

          Upon written request of Beneficiary stating that all sums secured
     hereby have been paid, and upon surrender of this Deed of Trust to Trustee
     for cancellation and retention and upon payment of its fees, Trustee shall
     reconvey, without warranty, the property then held hereunder.  The recitals
     in such reconveyance of any matters or facts shall be conclusive proof of
     the truthfulness thereof.  The grantee in such reconveyance may be
     described as "the person or persons legally entitled thereto."

     VI.11.  ATTORNEYS' FEES.
             ---------------

          Without limiting any other provision contained herein, Trustor agrees
     to pay all costs of Beneficiary or Trustee incurred in connection with the
     enforcement of this Deed of Trust or the taking of this Deed of Trust as
     security for the repayment of the Notes, including without limitation all
     reasonable attorneys' fees whether or not suit is commenced, and including,
     without limitation, fees incurred in connection with any probate,
     appellate, bankruptcy, deficiency or any other litigation proceedings, all
     of which sums shall be secured hereby.

     VI.12.  LATE CHARGES.
             ------------

          By accepting payment of any sum secured hereby after its due date,
     Beneficiary does not waive its right to collect any late charge thereon or
     interest thereon at the interest rate on the Notes, if so provided, not
     then paid or its right either to require prompt payment when due of all
     other sums so secured or to declare default for failure to pay any amounts
     not so paid.

     VI.13.  COST OF ACCOUNTING.
             ------------------

          Trustor shall pay to Beneficiary, for and on account of the
     preparation and rendition of any accounting, which Trustor may be entitled
     to require under any law or statute now or hereafter providing therefor,
     the reasonable costs thereof.

     VI.14.  RIGHT OF ENTRY.
             --------------

          Subject to compliance with applicable Gaming Laws, Beneficiary may at
     any reasonable time or times make or cause to be made entry upon and
     inspections of the Trust Estate or any part thereof in person or by agent;
     provided that Beneficiary shall use its best efforts not to interfere with
     Trustor's operations on the Property.

                                      -52-
<PAGE>

     VI.15.  CORRECTIONS.
             -----------

          Trustor shall, upon request of Trustee, promptly correct any defect,
     error or omission which may be discovered in the contents of this Deed of
     Trust or in the execution or acknowledgment hereof, and shall execute,
     acknowledge and deliver such further instruments and do such further acts
     as may be necessary or as may be reasonably requested by Trustee to carry
     out more effectively the purposes of this Deed of Trust, to subject to the
     lien and security interest hereby created any of Trustor's properties,
     rights or interest covered or intended to be covered hereby, and to perfect
     and maintain such lien and security interest.

     VI.16.  STATUTE OF LIMITATIONS.
             ----------------------

          To the fullest extent allowed by the law, the right to plead, use or
     assert any statute of limitations as a plea or defense or bar of any kind,
     or for any purpose, to any debt, demand or obligation secured or to be
     secured hereby, or to any complaint or other pleading or proceeding filed,
     instituted or maintained for the purpose of enforcing this Deed of Trust or
     any rights hereunder, is hereby waived by Trustor.

     VI.17.  SUBROGATION.
             -----------

          Should the proceeds of the loan made by Beneficiary to Trustor,
     repayment of which is hereby secured, or any part thereof, or any amount
     paid out or advanced by Beneficiary, be used directly or indirectly to pay
     off, discharge, or satisfy, in whole or in part, any prior or superior lien
     or encumbrance upon the Trust Estate, or any part thereof, then, as
     additional security hereunder, Trustee, on behalf of 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, charges,
     and indebtedness, however remote, regardless of whether said liens,
     charges, and indebtedness are acquired by assignment or have been released
     of record by the holder thereof upon payment.

     VI.18.  JOINT AND SEVERAL LIABILITY.
             ---------------------------

          All obligations of Trustor hereunder, if more than one, are joint and
     several.  Recourse for deficiency after sale hereunder may be had against
     the property of Trustor, without, however, creating a present or other lien
     or charge thereon.

     VI.19.  CONTEXT.
             -------

          In this Deed of Trust, whenever the context so requires, the neuter
     includes the masculine and feminine, and the singular including the plural,
     and vice versa.

                                      -53-
<PAGE>

     VI.20.  TIME.
             ----

          Time is of the essence of each and every term, covenant and condition
     hereof.  Unless otherwise specified herein, any reference to "days" in this
     Deed of Trust shall be deemed to mean "calendar days."

     VI.21.  INTERPRETATION.
             --------------

          As used in this Deed of Trust unless the context clearly requires
     otherwise:  The terms "herein" or "hereunder" and similar terms without
     reference to a particular section shall refer to the entire Deed of Trust
     and not just to the section in which such terms appear; the term "lien"
     shall also mean a security interest, and the term "security interest" shall
     also mean a lien.

     VI.22.  EFFECT OF NRS (S) 107.030.
             -------------------------

          To the extent not inconsistent herewith, the provisions of NRS (S)
     107.030 are included herein by reference.

     VI.23.  AMENDMENTS.
             ----------

          This Deed of Trust cannot be waived, changed, discharged or terminated
     orally, but only by an instrument in writing signed by the party against
     whom enforcement of any waiver, change, discharge or termination is sought
     and only as permitted by the provisions of the Indenture.

     VI.24.  NO CONFLICTS.
             ------------

          In the event that any of the provisions contained herein conflict with
     the Security Agreement, the provisions contained in the Security Agreement
     shall prevail.

     VI.25.  INTERCREDITOR AGREEMENT.
             -----------------------

          Notwithstanding anything herein to the contrary, all rights and
     remedies of Beneficiary under this Deed of Trust are expressly subject to
     the terms and conditions of the Intercreditor Agreement.

                                  ARTICLE VII

                               POWER OF ATTORNEY
                               -----------------

     VII.1.  GRANT OF POWER.
             --------------

                                      -54-
<PAGE>

          Trustor irrevocably appoints Beneficiary and any successor thereto as
     its attorney-in-fact, with full power and authority, including the power of
     substitution, exercisable only during the continuance of an Event of
     Default to act for Trustor in its name, place and stead as hereinafter
     provided:

     VII.2.  POSSESSION AND COMPLETION.
             -------------------------

          To take possession of the Land and the Resorts, remove all employees,
     contractors and agents of Trustor therefrom, complete or attempt to
     complete the work of construction of the Orleans Hotel and Casino, and
     market, sell or lease the Land and the Resorts.

     VII.3.  PLANS AND SPECIFICATIONS.
             ------------------------

          To make such additions, changes and corrections in the current Plans
     and Specifications as may be necessary or desirable, in Beneficiary's
     reasonable discretion, or as it deems proper to complete the restoration of
     the Resorts.

     VII.4.  EMPLOYMENT OF OTHERS.
             --------------------

          To employ such contractors, subcontractors, suppliers, architects,
     inspectors, consultants, property managers and other agents as Beneficiary,
     in its discretion, deems proper for the restoration of the Resorts, for the
     protection or clearance of title to the Land or Personal Property, or for
     the protection of Beneficiary's interests with respect thereto.

     VII.5.  SECURITY GUARDS.
             ---------------

          To employ watchmen to protect the Land and the Resorts from injury.

     VII.6.  COMPROMISE CLAIMS.
             -----------------

          To pay, settle or compromise all bills and claims then existing or
     thereafter arising against Trustor, which Beneficiary, in its discretion,
     deems proper for the protection or clearance of title to the Land or
     Personal Property, or for the protection of Beneficiary's interests with
     respect thereto.

     VII.7.  LEGAL PROCEEDINGS.
             -----------------

          To prosecute and defend all actions and proceedings in connection with
     the Land or the Resorts.

     VII.8.  OTHER ACTS.
             ----------

                                      -55-
<PAGE>

          To execute, acknowledge and deliver all other instruments and
     documents in the name of Trustor that are necessary or desirable, to
     exercise Trustor's rights under all contracts concerning the Land or the
     Resorts, including, without limitation, under any Space Leases, and to do
     all other acts with respect to the Land or the Resorts that Trustor might
     do on its own behalf, as Beneficiary, in its reasonable discretion, deems
     proper.

                                      -56-
<PAGE>

     IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Assignment of
Rents, Leases and Security Agreement the day and year first above written.

                              COAST HOTELS AND CASINOS, INC.
                              a Nevada corporation,
                              as Trustor


                              By:   /s/  Harlan D. Braaten
                                 ------------------------------------
                              Name:    Harlan D. Braaten
                              Title:   President & COO

                                      -57-
<PAGE>

STATE OF NEVADA     )
                    ) ss:
COUNTY OF CLARK     )

          On this ____ day of November, 1997, personally appeared before me, a
notary public, _____________________, personally known or proven to me to be the
person whose name is subscribed to the above instrument who acknowledged that he
executed the instrument.


                                    _________________________________
                                    NOTARY PUBLIC

                                      -58-
<PAGE>

                                 SCHEDULE "A-1"

PARCEL I:

The South Half (S1/2) of the Southeast Quarter (SE1/4) of the Southeast Quarter
(SEI/4) of Section 18, Township 21 South, Range 61 East, M.D.B. & M.

EXCEPTING THEREFROM the Easterly 50 feet as conveyed to the County of Clark for
road and public utility purposes as disclosed by Document No. 1060811 in Book
1101, recorded August 14, 1979, Official Records, Clark County, Nevada.

FURTHER EXCEPTING THEREFROM those portions of Flamingo Road and Valley View
Boulevard a conveyed to Clark County by Document No. 1261245 in Book 1302,
recorded October 27, 1980, Official Records, Clark County, Nevada.

PARCEL II:

That portion of the Southeast Quarter (SE1/4) of the Southeast Quarter (SEI/4)
of Section 18, Township 21 South, Range 61 East, M.D.B. & M., more particularly
described as Lot 2, as shown by Parcel Map in File 52, Page 91, recorded May 20,
1987 in Book 870520 as Document No. 00643, of Official Records, Clark County,
Nevada.
<PAGE>

                                 SCHEDULE "A-2"

A portion of the southeast Quarter (SE1/4) of the Southwest Quarter (SW1/4) of
Section 18, Township 20 South, Range 61 East, M.D.B. & M., described as follows:

BEGINNING at the Northeast corner of the Southwest Quarter (SW1/4) of Section
18; thence South 1 degree 57' 55" East, along the East line of said Southeast
Quarter (SE1/4) of the Southwest Quarter (SW1/4) of Section 18, a distance of
996.86 feet; thence South 89 degrees 26' 34" West, 330 feet; thence South 1
degree 57' 55" East, 279.99 feet to a point 50.00 feet Northerly of, and
measured at right angles to the South line of said Section 18; thence South 89
degrees 26' 34" West, parallel with said South line of Section 18 a distance of
50.01 feet; thence South 1 degree 58' 27" East, 20.01 feet to a point 30.00 feet
Northerly of, and measured at right angles to said South line of Section 18;
thence South 89 degrees 26' 34" West, parallel with said South line of Section
18, a distance of 214.93 feet to a point on the Northeasterly right-of-way of
Rancho Drive (U.S. Highway 95), said right-of-way being 62.50 feet Northeasterly
of, and measured at right angles to the "O" line as shown on the right-of-way
drawings for said U.S. Highway 95; thence North 36 degrees 42' 02" West,
parallel with said "O" line, 1600.72 feet to a point on the North line of said
Southeast Quarter (SE1/4) of the Southwest Quarter (SW1/4) of Section 18; thence
North 89 degrees 17' 52" East, 1507.20 feet to the Point of Beginning.
<PAGE>

                                 SCHEDULE "A-3"

PARCEL I:

That portion of the Northwest Quarter (NW1/4) of the Southwest Quarter (SW1/4)
of Section 17, Township 21 South, Range 61 East, M.D.B. & M., described as
follows:

Lot One (1) as shown by map thereof on File 55 of Parcel Maps, Page 40, in the
Office of the County Recorder of Clark County, Nevada recorded January 27, 1988
in Book 880127 as Document No. 530.

PARCEL II:

That portion of the Northwest Quarter (NW1/4) of the Southwest Quarter (SWI/4)
of Section 17, Township 21 South, Range 61 East, M.D.B. & M., described as
follows:

Lot Two (2) as shown by map thereof on File 55 of Parcel Maps, Page 40, in the
Office of the County Recorder of Clark County, Nevada recorded January 27, 1988
in Book 880127 as Document No. 530.
<PAGE>

                                 SCHEDULE "A-4"

That portion of the Northwest Quarter (NW1/4) of the Northwest Quarter (NW1/4)
of Section 21, Township 21 South, Range 61 East, M.D.M., described as follows:

COMMENCING at the Northwest (NW) corner of said Section 21, South 88 degrees 05'
38" East along the North line of said Section 21, a distance of 155.55 feet to a
point on the East line of U.S. Highway No. 91, as conveyed by the Southern
Nevada Power Company to the State of Nevada by Deed recorded January 23, 1943 as
Document No. 159436, Clark County, Nevada Records, the true point of beginning;
thence South 00 degrees 02' East along the said East line, a distance of 200.11
feet to a point; thence South 88 degrees 05' 38" East parallel to the said North
line, a distance of 500.00 feet to a point; thence North 00" 02' West parallel
to the said East line, a distance of 200.11 feet to a point on the said North
line; thence North 88 degrees 05' 38" West along the said North line, a distance
of 500.00 feet to. the TRUE POINT OF BEGINNING.

EXCEPTING therefrom the Easterly 30 feet thereof.

Also, a portion of the North 200 feet of the Northwest Quarter (NW1/4) of the
Northwest Quarter (NWI/4) of Section 21, Township 21 South, Range 61 East,
M.D.M., and being a portion of that certain right-of-way (150 feet wide) granted
to the State of Nevada by Southern Nevada Power Co. on January 23, 1943 and
recorded as Document No. 159436 in Book 43 of Deeds, Pages 191 and 192, Clark
County, Nevada Records.  The parcel of land to be conveyed is that portion of
the above referred to right-of-way described as follows, to-wit:

Being all of the aforementioned right-of-way lying right or Easterly of a line
located 50.00 feet right or Easterly of and parallel to the "0" line centerline
of U.S. Highway 91 (S.R.6) as staked and constructed in 1951 and lying right or
Easterly of Highway Engineer's Station "0" 934, approximately to Highway
Engineer's Station "0" 936, approximately, and being that parcel remised,
released and quitclaimed unto the Southern Nevada Power Co. by the State of
Nevada, by Quitclaim Deed dated December 20, 1957 and recorded January 10, 1958
as Document No. 122228, Official Records, Book No. 149, Clark County, Nevada.

FURTHER EXCEPTING THEREFROM the interest in and to the South 40 feet of the
hereinabove described parcel of land as conveyed to the County of Clark for road
purposes by Deed recorded September 9, 1953 as Document No. 413334, Official
Records of Clark County, Nevada.

FURTHER EXCEPTING THEREFROM the Northerly Ten (10) feet of the Southerly Fifty
(50) feet, together with that certain radius in the Southwest corner thereof
bounded as follows:  On the West side by the East line of U.S. Highway 91, on
the South side by the North line of the South 50.00 feet and on the Northeast
side by the arc of a circle concave to the Northeast having a radius of 25.00
feet that is tangent to the East line of U.S. Highway 91 and tangent to the
North line of said South 50.00 feet as conveyed to the County of Clark by Deed
recorded November 6, 1985 in Book 2213 as Document No. 2172026.
<PAGE>

                                 SCHEDULE "A-5"

A strip of land Two Hundred (200) feet wide along the North line of the
Northwest Quarter (NW1/4) of Section Twenty-one (21), Township Twenty-one (21)
South of Range Sixty-one (61) East of the M.D.B. & M., particularly described as
beginning at the Northwest corner of Section Twenty-one (21); thence East along
the North line of said Section to the Northeast corner of the Northwest Quarter
(NW114) of said Section; thence South at right angles Two Hundred (200) feet;
thence West parallel with the North line of said Section to the West line
thereof; thence North Two Hundred (200) feet to the Place of Beginning.

EXCEPTING THEREFROM that portion of the Northwest Quarter (NW1/4) of the
Northwest Quarter (NW1/4) of Section 21, Township 21 South, Range 61 East,
M.D.M., described as follows:

COMMENCING at the Northwest (NW) corner of said Section 21, South 88 degrees 05'
38" East along the North line of said Section 21, a distance of 155.55 feet to a
point on the East line of U.S. Highway No. 91, as conveyed by the Southern
Nevada Power Company to the State of Nevada by Deed recorded January 23, 1943 as
Document No. 159436, Clark County, Nevada Records, the true point of beginning;
thence South 00 degrees 02' East along the said East line, a distance of 200.11
feet to a point; thence South 88 degrees 05' 38" East parallel to the said North
line, a distance of 500.00 feet to a point; thence North 00 degrees 02' West
parallel to the said East line, a distance of 200.11 feet to a point on the said
North line; thence North 88 degrees 05' 38" West along the said North line, a
distance of 500.00 feet to the TRUE POINT OF BEGINNING.

Also, a portion of the North 200 feet of the Northwest Quarter (NW1/4) of the
Northwest Quarter (NW114) of Section 21, Township 21 South, Range 61 East,
M.D.M., and being a portion of that certain right-of-way (150 feet wide) granted
to the State of Nevada by Southern Nevada Power Co. on January 23, 1943 and
recorded as Document No. 159436 in Book 43 of Deeds, Pages 191 and 192, Clark
County, Nevada Records.  The parcel of land to be conveyed is that portion of
the above referred to right-of-way described as follows, to-wit:

Being all of the aforementioned right-of-way lying right or Easterly of a line
located 50.00 feet right or Easterly of and parallel to the "0" line centerline
of U.S. Highway 91 (S.R.6) as staked and constructed in 1951 and lying right or
Easterly of Highway Engineer's Station "0" 934, approximately to Highway
Engineer's Station "0" 936, approximately, and being that parcel remised,
released and quitclaimed unto the Southern Nevada Power Co. by the State of
Nevada, by Quitclaim Deed dated December 20, 1957 and recorded January 10, 1958
as Document No. 122228, official Records, Book No. 149, Clark County, Nevada.

FURTHER EXCEPTING THEREFROM the interest in and to the South 40 feet of the
hereinabove described parcel of land as conveyed to the County of Clark for road
purposes by Deed recorded September 9, 1953 as Document No. 413334, Official
Records of Clark County, Nevada.
<PAGE>

FURTHER EXCEPTING THEREFROM the Northerly Ten (10) feet of the Southerly Fifty
(50) feet, together with that certain radius in the Southwest corner thereof
bounded as follows: On the West side by the East line of U.S. Highway 91, on the
South side by the North line of the South 50.00 feet and on the Northeast side
by the arc of a circle concave to the Northeast having a radius of 25.00 feet
that is tangent to the East line of U.S. Highway 91 and tangent to the North
line of said South 50.00 feet as conveyed to the County of Clark by Deed
recorded November 6, 1985 in Book 2213 as Document No. 2172026.

FURTHER EXCEPTING THEREFROM that portion of land as conveyed to the State of
Nevada by Final Order of Condemnation recorded May 30, 1995 in Book 950530 as
Document No. 00882 of official Records, Clark County, Nevada.
<PAGE>

                                 SCHEDULE "A-6"

The East Half (El/2) of the Southwest Quarter (SW1/4) of Section 19, Township 21
South, Range 61 East, M.D.B. & M.

EXCEPTING THEREFROM the southerly 50 feet as granted to the County of Clark for
road, utilities and other public purposes by Document No; 444500, recorded July
7, 1964.

FURTHER EXCEPTING THEREFROM the West Thirty feet (30.00') of said land, together
with that certain spandrel area in the Southwest corner thereof, also being the
Northeast corner of the intersection of Tropicana Avenue and Cameron Street,
bounded as follows: On the South by the North line of the South Fifty feet
(50.00'); on the West by the East line of the West Thirty feet (30.00'); and on
the Northeast by the arc of a curve concave Northeasterly, having a radius of
Twenty-five feet (25.00') and being tangent to the North line of said South
Fifty feet (50.00') and to the East line of said West Thirty feet (30.00').

FURTHER EXCEPTING THEREFROM the East Forty feet (40.00') of said land, together
with that certain spandrel area in the Southeast corner thereof, also being the
Northwest corner of the intersection of Tropicana Avenue and Arville Street,
bounded as follows: on the East by the West line of the East Forty feet
(40.00'); on the South by the North line of the South Fifty feet (50.00'); and
on the Northwest by the arc of a curve concave Northwesterly, having a radius of
Twenty-five feet (25.00') and being tangent to the West line of said East Forty
feet (40.00'); and to the North line of said South Fifty feet (50.00').

FURTHER EXCEPTING THEREFROM the North Thirty feet (30.00') together with that
spandrel area in the Northwest corner thereof, also being the Southeast corner
of the intersection of Cameron Street and Harmon Avenue, bounded as follows:  On
the North by the South line of the North Thirty feet (30.00'); on the West by
the East line of the West Thirty feet (30.00'); and on the Southeast by the arc
of a curve concave to the Southeast having a radius of Twenty feet (20.00') and
being tangent to the South line of said North Thirty feet (30.00') and to the
East line of said West Thirty feet (30.00'); also together with that other
spandrel area in the Northeast corner thereof being the Southwest corner of the
intersection of Harmon Avenue and Arville Street, bounded as follows:  On the
North by the South line of the North Thirty feet (30.00'); on the East by the
East line of the Southwest Quarter (SW1/4) of Section 19; and on the Southwest
by the arc of a curve concave to the Southwest having a radius of Twenty-five
feet (25.00') and being tangent to the South line of said North Thirty feet
(30.00') and to the West line of the East Forty feet (40.00'); and on the South
side by the prolongation of a line radial to the curve's point of tangency with
the West line of the East Forty feet (40.00'), as conveyed to Clark County for
roads and other public purposes by Deed recorded October 21, 1976 as Document
No. 630256 and by Deed recorded May 23, 1978 as Document No. 850472 and by Deed
recorded February 27, 1986 in Book 860227 as Document No. 00275 and by Deed
recorded February 25, 1989 in Book 890225 as Document Nos. 00659 and 00660 and
by Deed recorded December 7, 1990 in Book 901207 as Document Nos. 00731 and
00732 of Official Records, Clark County, Nevada.
<PAGE>

FURTHER EXCEPTING THEREFROM that portion conveyed to Clark County by Grant,
Bargain, Sale Deed recorded November 21, 1996 as Document No. 1951 of Official
Records, Clark County, Nevada.  More particularly described as follows:

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Cameron
Street, thence North 89 degrees 53' 40" East, 370.62 feet to a point on the
centerline of Tropicana Avenue, thence North 00 degrees 06' 20" West, 50.00 feet
to a point on the existing Northern right-of-way line of Tropicana Avenue, also
being the TRUE POINT OF BEGINNING; thence North 00 degrees 06' 20" West, 14.00
feet to a point; thence North 89 degrees 53' 40" East, 120.76 feet to a point on
a curve, radius point of said curve is located South 00 degrees 06' 20" East,
266.00 feet from the previous point; thence on a curve to the right, subtending
a central angle of 13 degrees 10' 25", and having a radius of 266.00 feet along
said curve an arc length of 61.16 feet to a point of compound curvature of a
curve to the left. Thence along said curve to the left, subtending a central
angle of 13 degrees 10' 25", and having a radius of 266.00 feet an arc length of
61.16 feet to a point of curve located on the existing right-of-way of Tropicana
Avenue, thence south 89 degrees 53' 40" West, 242.00 feet to the TRUE POINT OF
BEGINNING.

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Cameron
Street, thence North 89 degrees 53' 40" East, 572.62 feet to a point on the
centerline of Tropicana Avenue, thence North 00 degrees 06' 20" West, 50.00
feet to a point on the existing Northern right-of-way of Tropicana Avenue, also
being the TRUE POINT OF BEGINNING; thence North 00 degrees 06' 20" West, 12.00
feet, thence North 89 degrees 53' 40" East, 108.50 feet to a point of curve,
radius point of said curve is located South 00 degrees 06' 20" East, 300.00
feet, from the previous point; thence on a curve to the right, subtending a
central angle of 11 degrees 29' 50", and having a radius of 300.00 feet along
said curve an arc length of 60.20 feet to a point of compound curvature of a
curve to the left; subtending a central angle of 12 degrees 28' 13", and having
a radius of 300.00 feet, along said curve an arc length of 65.29 feet to a point
of curve on the existing right-of-way of Tropicana Avenue; thence South 89
degrees 53' 40" West, 233.19 feet to the TRUE POINT OF BEGINNING.

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Cameron
Street, thence North 89 degrees 53' 40" East, 1087.48 feet to a point on the
centerline of Tropicana Avenue, thence North 00 degrees 06' 20" West, 50.00 feet
to the TRUE POINT OF BEGINNING, located on the existing Northern right-of-way
line of Tropicana Avenue, thence North 00 degrees 06' 20" West, 14.00
<PAGE>

feet; thence North 89 degrees 53' 40" East, 6.23 feet to a point of curve;
radius point of said curve is located South 00 degrees 06' 20" East, 266.00 feet
from the previous point; thence along a curve to the right subtending a central
angle of 13 degrees 10' 25", and having a radius of 266.00 feet, an arc length
of 61.16 feet to a point of compound curvature of a curve to the left; thence
along said curve to the left, subtending a central angle of 13 degrees 10' 25",
and having a radius of 266.00 feet, an arc length of 61.16 feet to a point on
the existing Northern right-of-way of Tropicana Avenue; thence South 89 degrees
53' 40" West, 127.47 feet to the TRUE POINT OF BEGINNING.

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Arville
Street; thence North 00 degrees 39' 24" West, 75.63 feet to a point on the
centerline of Arville Street; thence South 89 degrees 20' 36" West, 40.00 feet
to a point of curve; also being the TRUE POINT OF BEGINNING, on the existing
Western right-of-way line of Arville Street, radius point of said curve is
located South 89 degrees 20' 36" West, 25.00 feet; from the previous point,
thence on a curve to the right, subtending a central angle of 90 degrees 33'
04", and having a radius of 25.00 feet, an arc length of 39.51 feet to a point
of curve on the existing Northern right-of-way of Tropicana Avenue; thence South
89 degrees 53' 40" West, 13.00 feet, continuing along the existing Northern
right-of-way line of Tropicana Avenue to a point of curve; radius point of said
curve is located North 00 degrees 06' 20" West, 25.00 feet from the previous
point; thence on a curve to the left subtending a central angle of 90 degrees
33' 04", and having a radius of 25.00 feet, an arc length of 39.51 feet to a
point of curve; thence North 00 degrees 39' 24" West, 407.97 feet to a point of
curve; radius point of said curve is located North 89 degrees 20' 36" East,
205.00 feet from the previous point; thence along a curve to the right
subtending a central angle of 08 degrees 01' 57", and having a radius of 205.00
feet, an arc length of 28.74 feet to a point; thence North 07 degrees 22' 33"
East, 64.95 feet to a point of curve; radius point of said curve is located
North 82 degrees 37' 27" West, 195.00 feet from the previous point; thence along
a curve to the left, subtending a central angle of 08 degrees 01' 57", and
having a radius of 195.00 feet an arc length of 27.34 feet to a point of curve
on the existing Western right-of-way of Arville Street; thence South 00 degrees
39' 24" East, 528.30 feet to the TRUE POINT OF BEGINNING.
<PAGE>

                                   EXHIBIT 1
          (Landlord-Mortgagee Agreement Executed by Empey Enterprises
                         Regarding Barbary Coast Lease)
<PAGE>

                                    CONSENT
                                    -------
                                      and
                          LANDLORD-MORTGAGEE AGREEMENT
                          ----------------------------


     THIS CONSENT AND LANDLORD-MORTGAGEE AGREEMENT ("Agreement") is dated
November 21, 1997 for purposes of reference only and is entered into by and
between FIRSTAR BANK OF MINNESOTA, N.A. (the "Trustee"), EMPEY ENTERPRISES, a
Nevada general partnership ("Landlord") and BARBARY COAST HOTEL AND CASINO, a
Nevada general partnership ("Lessee").

                                    RECITALS
                                    --------

     A.   Property and Lease.  Landlord is the owner of real property in Clark
          ------------------
County, Nevada, described in Exhibit "A" attached hereto and by this reference
incorporated herein (the "Premises").  Landlord and Lessee are parties to a
Lease Agreement dated May 1, 1992 relating to the Premises (the "Lease").

     B.   Reorganization.  Lessee and Gold Coast Hotel and Casino, a Nevada
          --------------
limited partnership, intend to reorganize in a transaction (the
"Reorganization") in which (i) the assets of Lessee will become the assets of
Coast Resorts, Inc., a Nevada corporation ("Resorts") and (ii) Resorts will then
immediately transfer and assign those assets to Coast Hotels and Casinos, Inc.,
a Nevada corporation ("Tenant") in capitalization of Tenant.

     C.   Notes.  It is anticipated that Trustee will be the trustee under an
          -----
Indenture (the "Indenture"), by and among Tenant as issuer, Resorts as
guarantor, and Trustee, pursuant to which, Tenant will issue 10 7/8% First
Mortgage Notes due 2001 (the "Notes") in a total principal amount not to exceed
SIXTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS ($16,800,000.00).

     D.   Obligations.  In accordance with the anticipated requirements of the
          -----------
Indenture, and as security for the Notes and other obligations of Tenant under
the Indenture (the "Obligations"), Tenant intends to execute as trustor and
deliver to Trustee, a Leasehold Deed of Trust, Security Agreement and Assignment
of Rents and Leases (the "Deed of Trust") encumbering Tenant's leasehold
interest in the Premises and the Lease.  As additional security for the
Obligations, Tenant intends to grant to Trustee a security interest in Tenant's
inventory, equipment and other personal property now or hereafter located on the
Premises (the "Personal Property").

     E.   Reliance.  Landlord acknowledges and understands that Lessee, Tenant,
          --------
Resorts and Trustee, on behalf of the holders of Notes will rely upon the
provisions set forth in this Agreement.
<PAGE>

                             CONSENT AND AGREEMENT
                             ---------------------

     In consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

     1.   Consent to Assignment and Deed of Trust.  Landlord hereby consents to
          ---------------------------------------
the assignment by Lessee of Lessee's leasehold interest under the Lease to
Resorts and the assignment of that leasehold interest thereafter to Tenant
incident to the Reorganization so long as Tenant agrees in writing, for the
benefit of Landlord, to assume the terms and conditions of the Lease and
Lessee's obligations thereunder.  Landlord hereby consents to Tenant's grant to
Trustee of a lien on Tenant's leasehold interest in the Premises pursuant to the
terms of the Deed of Trust.  Landlord agrees that the provisions of Paragraphs 3
through 10 below shall take effect upon the recording of the Deed of Trust.
Those provisions shall be solely for the benefit of Trustee, any successor
Trustee and the holders of the Notes and shall not inure to the benefit of any
other lender, person or entity without Landlord's prior written approval.  Those
provisions shall expire and become null and void upon (i) full and complete
discharge of the obligations secured by the Deed of Trust, (ii) a full
reconveyance of the Deed of Trust or (iii) a Foreclosure Transfer (as defined in
Paragraph 5).

     2.   Status of Lease.  Landlord certifies that (i) the Lease is in full
          ---------------
force and effect, (ii) no amendment has been made to the Lease, (iii) no default
exists under the Lease and (iv) rent and other charges have been paid to the
extent payable and have not been prepared more than one year in advance.

     3.   Personal Property.  The Personal Property shall not be deemed to be a
          -----------------
fixture or part of the underlying real estate but shall at all times be
considered personal property.  Landlord waives and relinquishes any landlord's
lien, all rights of levy or constraint, security interest or other interest that
Landlord may now or hereafter have in any of the Personal Property, whether for
rent or otherwise; provided, however, that nothing in the foregoing shall
constitute a waiver or release by Landlord of any right or interest of Landlord
in the real property being leased by Landlord under the Lease or the building
and site improvements located on that property.  Landlord agrees that Trustee,
at its option, may enter the Premises for the purpose of repossessing, removing,
selling or otherwise dealing with the Personal Property, and such license shall
be irrevocable and shall continue without charge for a period of ninety (90)
days after the receipt by Trustee of written notice from Landlord directing
removal of the Personal Property.

     4.   Notice and Cure Rights.  No notice from Landlord shall be effective
          ----------------------
unless it is also given to Trustee.  Any notice of default shall state the
nature of the default and shall specify the amounts of rent or other payments
claimed to be in default.  In the event of a default by Tenant, under the Lease,
Landlord shall accept any curative acts undertaken by or at the instigation of
Trustee as if undertaken by Tenant.  Trustee shall be given notice of any
arbitration or other proceeding or dispute between Landlord and Tenant and shall
have the right to intervene therein and be made a party thereto.  Further,
Trustee shall receive notice, and a copy, of any
<PAGE>

award or decision made in such arbitration or other proceeding. If Landlord
shall elect to terminate the Lease by reason of any default of Tenant, Trustee
shall have the rights set forth in Exhibit "B" attached hereto and by this
reference incorporated herein.

     5.   Assignment.  Tenant's interest in the Lease may be assigned,
          ----------
transferred or conveyed pursuant to judicial or nonjudicial foreclosure or a
conveyance in lieu of foreclosure (a "Foreclosure Transfer").  If Trustee is the
transferee under a Foreclosure Transfer, Trustee may assign the Lease without
Landlord's prior written consent, but if the Lease is so assigned by Trustee
without Landlord's prior written consent, Trustee shall be and remain jointly
and severally liable with the assignee for any and all liability arising or
accruing under the Lease after the date of such assignment, including the
obligation to pay rent under the Lease.  If Trustee is the transferee under a
Foreclosure Transfer and Trustee obtains Landlord's prior written consent to
assignment of the Lease as provided in the Lease, upon such assignment, Trustee
shall thereupon be released from all prospective liability as tenant under the
Lease from and after the date of such assignment so long as (but only so long
as) the assignee executes, acknowledges and delivers to Landlord an instrument
in writing by which assignee expressly assumes all of the obligations, terms and
conditions of the Lease.  Notwithstanding anything in the foregoing to the
contrary, a Foreclosure Transfer shall not operate to release Tenant from any
liability of Tenant under the Lease, and a Foreclosure Transfer shall not
operate to release Trustee from any liability as tenant under the Lease for any
period during which Trustee has the right to possession of the Premises.

     6.   Extension Options.  If the Deed of Trust is not reconveyed prior to
          -----------------
January 1, 2003, and if Tenant has then failed to exercise its option to extend
the term of the Lease beyond May 1, 2003, then after January 31, 2003, but
before April 30, 2003, Landlord agrees to accept from Trustee, on behalf of
Tenant, the exercise of an option to extend the term of the Lease within the
time period set forth in the Lease for such exercise.

     7.   Amendment to Lease and Mortgage by Landlord.  The cancellation,
          -------------------------------------------
surrender or amendment of the Lease by Tenant shall not be effective without the
prior written consent of Trustee.

     8.    Insurance and Condemnation Proceeds.  Notwithstanding any provisions
           -----------------------------------
of the Lease to the contrary, any insurance or condemnation proceeds payable to
Tenant or the Trustee as a result of damage, destruction or condemnation of any
portion of the property or improvements thereto shall be paid to the respective
parties in order of priority, for handling in accordance with the terms of the
Deed of Trust, up to the amount of the obligations secured by the Deed of Trust.
Any remaining proceeds shall be distributed as provided in the Lease.  Landlord
and Tenant shall not enter into any settlement or adjustment relating to such
proceeds without the prior written consent of the Trustee.  Nothing in the
foregoing is intended to diminish or otherwise affect the amount of condemnation
or insurance proceeds payable to Landlord pursuant to the Lease or to diminish
or otherwise affect the amount of condemnation or insurance proceeds that would
be payable to or for the benefit of Tenant under the Lease absent the Deed of
<PAGE>

Trust.

     9.   No Merger.  If Tenant acquires the fee estate in the Premises, the
          ---------
Deed of Trust shall not merge out of existence but instead shall be, become and
continue as an encumbrance of the entire interests of Tenant in the Premises.

     10.  Estoppel Certificates.  Within fifteen (15) days after written request
          ---------------------
by Tenant or Trustee, Landlord shall deliver to the requesting party (and any
other party identified by the requesting party) an estoppel certificate signed
by Landlord in form reasonably designated by the requesting party that certifies
as to (i) the rent payable under the Lease, (ii) the term of the Lease and the
rights of Tenant, if any, to extend the term of the Lease, (iii) the nature of
any defaults by Tenant alleged by Landlord and (iv) any other matters reasonably
requested by the requesting party.  Within 15 days after written request by
Landlord or Trustee, Tenant shall deliver to the requesting party an estoppel
certificate signed by Tenant in form reasonably designated by Landlord or
Trustee that certifies as to (i) the rent payable under the Lease, (ii) the
nature of any defaults by Landlord alleged by Tenant and (iii) any other matters
reasonably requested by Landlord.

     11.  Miscellaneous.  This Agreement may not be changed or terminated orally
          -------------
and is binding upon, and inures to the benefit of, the parties hereto and each
of their respective  successors and assigns.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Nevada.  This
Agreement may be executed in counterparts.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Consent and Landlord-Mortgagee Agreement to be effective as of the day and
year first above written.

EMPEY ENTERPRISES, a Nevada          FIRSTAR BANK OF MINNESOTA, N.A.
general partnership                    as Trustee


By  /s/ Philip H. Empey, Jr,         By  /s/  Frank Leslie, III
  ----------------------------         -------------------------------
Name:  Philip H. Empey, Jr.            Name:  Frank Leslie, III
Title: Managing Partner                Title: Vice President


By    /s/  Nancy Empey Helm
   ---------------------------
Name: Nancy Empey Helm
Title:


COAST HOTELS AND CASINOS, INC.,
a Nevada corporation

By  /s/  Michael Gaughan
  -----------------------------
  MICHAEL GAUGHAN, Chairman of
  the Board and Chief Executive Officer
<PAGE>

STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)

     This instrument was acknowledged before me on _________, 199_ by
____________ _________________ as ________ of EMPEY ENTERPRISES, a Nevada
general partnership.

                              ________________________________
                              NOTARY PUBLIC


STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)

     This instrument was acknowledged before me on __________, 199_ by
__________ ________________ as _________ of EMPEY ENTERPRISES, a Nevada general
partnership.

                              ________________________________
                              NOTARY PUBLIC


STATE OF ______________)
                       ) ss:
COUNTY OF _____________)

     This instrument was acknowledged before me on __________, 199_ by
__________ _________________ as _____________ of FIRSTAR BANK OF MINNESOTA, N.A.
as Trustee.
                              _______________________________
                              NOTARY PUBLIC


STATE OF NEVADA  )
                 )  ss.:
COUNTY OF CLARK  )

     This instrument was acknowledged before me on ____________, 199_ by MICHAEL
GAUGHAN as Chairman of the Board and Chief Executive Officer of COAST HOTELS AND
CASINOS, INC., a Nevada corporation.

                              _______________________________
                              NOTARY PUBLIC
<PAGE>

                                  EXHIBIT "A"

That portion of the Northwest Quarter (NW1/4) of the Northwest Quarter (NWI/4)
of Section 21, Township 21 South, Range 61 East, M.D.M., described as follows:

COMMENCING at the Northwest (NW) corner of said Section 21, South 88 degrees 05'
38" East along the North line of said Section 21, a distance of 155.55 feet to a
point on the East line of U.S. Highway No. 91, as conveyed by the Southern
Nevada Power Company to the State of Nevada by Deed recorded January 23, 1943 as
Document No. 159436, Clark County, Nevada Records, the true point of beginning;
thence South 00 degrees 02' East along the said East line, a distance of 200.11
feet to a point; thence South 88 degrees 05' 38" East parallel to the said North
line, a distance of 500.00 feet to a point; thence North 00 degrees 02' West
parallel to the said East line, a distance of 200.11 feet to a point on the said
North line; thence North 88 degrees 05' 38" West along the said North line, a
distance of 500.00 feet to the TRUE POINT OF BEGINNING.

EXCEPTING therefrom the Easterly 30 feet thereof.

Also, a portion of the North 200 feet of the Northwest Quarter (NW1/4) of the
Northwest Quarter (NW1/4) of Section 21, Township 21 South, Range 61 East,
M.D.M., and being a portion of that certain right-of-way (150 feet wide) granted
to the State of Nevada by Southern Nevada Power Co. on January 23, 1943 and
recorded as Document No. 159436 in Book 43 of Deeds, Pages 191 and 192, Clark
County, Nevada Records.  The parcel of land to be conveyed is that portion of
the above referred to right-of-way described as follows, to-wit:

Being all of the aforementioned right-of-way lying right or Easterly of a line
located 50.00 feet right or Easterly of and parallel to the "0" line centerline
of U.S. Highway 91 (S.R.6) as staked and constructed in 1951 and lying right or
Easterly of Highway Engineer's Station "0" 934, approximately to Highway
Engineer's Station "0" 936, approximately, and being that parcel remised,
released and quitclaimed unto the Southern Nevada Power Co. by the State of
Nevada, by Quitclaim Deed dated December 20, 1957 and recorded January 10, 1958
as Document No. 122228, Official Records, Book No. 149, Clark County, Nevada.

FURTHER EXCEPTING THEREFROM the interest in and to the South 40 feet of the
hereinabove described parcel of land as conveyed to the County of Clark for road
purposes by Deed recorded September 9, 1953 as Document No. 413334, Official
Records of Clark County, Nevada.

FURTHER EXCEPTING THEREFROM the Northerly Ten (10) feet of the Southerly Fifty
(50) feet, together with that certain radius in the Southwest corner thereof
bounded as follows: on the West side by the East line of U.S. Highway 91, on the
South side by the North line of the South 50.00 feet and on the Northeast side
by the arc of a circle concave to the Northeast having a radius of 25.00 feet
that is tangent to the East line of U.S. Highway 91 and tangent to the North
line of said South 50.00 feet as conveyed to the County of Clark by Deed
recorded November 6, 1985 in Book 2213 as Document No. 2172026.
<PAGE>

                                  EXHIBIT "B"

     If Landlord shall elect to terminate the Lease by reason of any default of
Tenant, prior to doing so, Landlord agrees to give notice of such election to
Tenant and Trustee, specifying the default or defaults of Tenant resulting in
such termination and further agrees as follows:

          (a) Trustee may nullify any notice of termination by curing such
     default prior to the effective date of termination.

          (b) With respect to a termination resulting only from a default or
     defaults which Trustee reasonably can cure, Trustee may nullify any such
     notice of termination by doing all of the following:

               (i) Curing or causing to be cured, within forty-five (45) days of
          such notice, any monetary defaults and any other defaults which are
          capable of cure within 45 days; and

               (ii) Within 45 days of such notice, commencing to cure or causing
          the commencement of cure of any other default and thereafter
          diligently pursuing such cure to completion; and

               (iii) During any cure period, paying or causing to be paid any
          rent and other monetary obligations of Tenant under the Lease of which
          Trustee has knowledge, as the same fall due.

          (c) With respect to a termination resulting, in whole or in part, from
     a default or defaults of Tenant which Trustee cannot reasonably cure,
     Trustee may postpone and extend the specified date for such termination as
     fixed by Landlord in its notice of termination, for a period of not more
     than ninety (90) days; provided that Trustee shall agree with Landlord (by
     giving a notice to that effect to Landlord) before the effective date of
     termination, to accomplish the following within the times hereinafter
     provided and shall, in fact, accomplish the following in a timely manner:

               (i) cure or cause to be cured within forty-five (45) days of such
          notice any then-existing monetary defaults of which Trustee has
          knowledge;

               (ii) pay or cause to be paid during such 90-day period (as it may
          be extended as provided below) any rent and other monetary obligations
          of Tenant under the Lease of which Trustee has knowledge, as the same
          fall due;

               (iii) promptly cure or cause to be cured any other defaults that
          Trustee can cure and of which Trustee has knowledge;

               (iv) take steps to acquire or sell Tenant's interest in the Lease
          by
<PAGE>

          foreclosure of the Deed of Trust or otherwise; provided that the time
          period for commencement of such steps shall be extended one day for
          each day that Trustee is under any statutory or judicial restraint
          precluding the taking of such steps; and

               (v) prosecute to completion with reasonable diligence the steps
          commenced pursuant to the preceding clause.

     If, at the end of such 90-day period (as it may be extended), Trustee shall
     be actively engaged in steps to acquire or sell Tenant's interest in the
     Lease and is in compliance with the other conditions set forth in clauses
     (i) through (v) above, including the payment of all rent and other monetary
     obligations of Tenant as they fall due, the time for completion of such
     steps shall be further extended upon the same conditions for such period as
     shall be reasonably necessary to complete such steps with reasonable
     diligence so long as, but only so long as Trustee continues to timely pay
     or cause to be paid all rent and other monetary obligations of Tenant as
     they fall due.  If Tenant's interest is acquired or sold by foreclosure of
     the Deed of Trust or otherwise during such 90-day period (as it may be
     extended), the intended termination of the Lease by Landlord under the
     subject notice will be automatically nullified, and the Lease will continue
     as if the notice of termination had never been given so long as Trustee has
     complied with the conditions set forth in clauses (i) through (v) above and
     has commenced and is diligently pursuing the cure of all defaults which
     Trustee can reasonably cure.

          (d) If the Lease, without the consent of Trustee, is terminated for
     any reason before the end of its stated term, as such stated term may be
     extended, then Landlord shall, upon written request from Trustee made
     within sixty (60) days after such termination, enter into a new lease of
     the Premises with Trustee.  The new lease shall be on the same terms and
     conditions as the Lease (including without limitation any rights or options
     to extend the term of the Lease or acquire the Premises) and shall have the
     same priority as the Lease.  Landlord's obligation to enter into such a new
     lease shall be conditioned upon the following:  (i) Trustee shall have
     cured all monetary defaults and commenced, and diligently prosecuted, the
     cure of all reasonably curable non-monetary defaults and (ii) Trustee shall
     reimburse Landlord for all reasonable costs and expenses incurred in
     entering into such new lease.
<PAGE>

                                 EXHIBIT 2

(Landlord-Mortgagee Agreement Executed by The Tiberti Company Regarding Orleans
Lease)
<PAGE>

                                    CONSENT
                                    -------

                                      and

                         LANDLORD-MORTGAGEE AGREEMENT
                         ----------------------------


     THIS CONSENT AND LANDLORD-MORTGAGEE AGREEMENT ("Agreement") is dated and
made effective as of November 21, 1997 and is entered into by and between
FIRSTAR BANK OF MINNESOTA, N.A. (the "Trustee"), THE TIBERTI COMPANY, a Nevada
general partnership ("Landlord") and COAST HOTELS AND CASINOS, INC., a Nevada
corporation ("Tenant").


                                 RECITALS
                                 --------


     A.  Property and Lease.  Landlord is the owner of real property in Clark
         ------------------
County, Nevada, described in Exhibit "A" attached hereto and by this reference
incorporated herein (the "Premises").  Landlord and Gold Coast Hotel and Casino,
a Nevada limited partnership ("Lessee") were parties to a Lease dated October 1,
1995 relating to the Premises (the "Lease").


     B.  Reorganization.  Lessee and Barbary Coast Hotel and Casino, a Nevada
         --------------
general partnership, have reorganized in a transaction (the "Reorganization") in
which (i) the assets of Lessee became the assets of Coast Resorts, Inc., a
Nevada corporation ("Resorts") and (ii) Resorts transferred and assigned those
assets to Tenant in capitalization of Tenant.


     C.  Notes.  It is anticipated that Trustee will be the trustee under an
         -----
Indenture (the "Indenture"), by and among Tenant as issuer, Resorts as
guarantor, Coast West, Inc., a Nevada corporation, as guarantor, and Trustee,
pursuant to which Tenant will issue 10 7/8% First Mortgage Notes due 2001 (the
"Notes") in a total principal amount of SIXTEEN MILLION EIGHT HUNDRED THOUSAND
DOLLARS ($16,800,000.00).


     D.  Obligations.  In accordance with the anticipated requirements of the
         -----------
Indenture, and as security for the Notes and other obligations of Tenant under
the Indenture (the "Obligations"), Tenant intends to execute as trustor and
deliver to Trustee, a Leasehold Deed of Trust, Security Agreement and Assignment
of Rents and Leases (the "Deed of Trust") encumbering Tenant's leasehold
interest in the Premises and the Lease.  As additional security for the
obligations, Tenant intends to grant to Trustee a security interest in Tenant's
inventory, equipment and other personal property now or hereafter located on the
Premises (the "Personal Property").


     E.  Reliance.  Landlord acknowledges and understands that Tenant, Resorts
         --------
and Trustee, on behalf of the holders of Notes, will rely upon the provisions
set forth in this Agreement.

                                 CONSENT AND AGREEMENT
                                 ---------------------
<PAGE>

     In consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

     1.  Consent to Deed of Trust.  Landlord hereby consents to Tenant's grant
         ------------------------
to Trustee of a lien on Tenant's leasehold interest in the Premises pursuant to
the terms of the Deed of Trust.  Landlord agrees that the provisions of
Paragraphs 3 through 10 below shall take effect upon the recording of the Deed
of Trust.  Those provisions shall be for the benefit of Trustee, any successor
Trustee and the holders of the Notes and shall not inure to the benefit of any
other lender, person or entity without Landlord's prior written approval.  Those
provisions shall expire and become null and void upon (i) full and complete
discharge of the obligations secured by the Deed of Trust, (ii) a full
reconveyance of the Deed of Trust or (iii) a Foreclosure Transfer (as defined in
Paragraph 5).

     2.  Status of Lease.  Landlord certifies that to the best of Landlord's
         ---------------
knowledge, (i) the Lease is in full force and effect, (ii) no amendment has been
made to the Lease, (iii) no default exists sunder the Lease and (iv) rent and
other charges have been paid to the extent payable and have not been prepaid
more than one year in advance.

     3.  Personal Property.  The Personal Property shall not be deemed to be a
         -----------------
fixture or part of the underlying real estate but shall at all times be
considered personal property.  Landlord waives and relinquishes any landlord's
lien, all rights of levy or constraint, security interest or other interest that
Landlord may now or hereafter have in any of the Personal Property, whether for
rent or otherwise; provided, however, that nothing in the foregoing shall
constitute a waiver or release by Landlord of any right or Interest of Landlord
in the real property being leased by Landlord under the Lease or the building
and site improvements located on that property.  Landlord agrees that Trustee,
at its option, may enter the Premises for the purpose of repossessing, removing,
selling or otherwise dealing with the Personal Property, and such license shall
be irrevocable and shall continue without charge for a period of ninety (90)
days after the receipt by Trustee of written notice from Landlord directing
removal of the Personal Property.

     4.  Notice and Cure Rights.  No notice from Landlord shall be effective
         ----------------------
unless it is also given to Trustee.  Any notice of default shall state the
nature of the default and shall specify the amounts of rent or other payments
claimed to be in default.  In the event of a default by Tenant under the Lease,
Landlord shall accept any curative acts undertaken by or at the instigation of
Trustee as if undertaken by Tenant.  Trustee shall be given notice of any
arbitration or other proceeding or dispute between Landlord and Tenant and shall
have the right to intervene therein and be made a party thereto.  Further,
Trustee shall receive notice, and a copy, of any award or decision made in such
arbitration or other proceeding.  If Landlord shall elect to terminate the Lease
by reason of any default of Tenant, Trustee shall have the rights set forth in
Exhibit "B" attached hereto and by this reference incorporated herein.

     5.  Assignment.  Tenant's interest in the Lease may be assigned,
         ----------
transferred or conveyed pursuant to judicial or non-judicial foreclosure or a
conveyance in lieu of foreclosure (a "Foreclosure Transfer").  If Trustee is the
transferee under a Foreclosure Transfer, Trustee may
<PAGE>

assign the Lease without Landlord's prior written consent, but if the Lease is
so assigned by Trustee, and Landlord's prior written consent is either not
sought by Trustee or is sought by Trustee but reasonably withheld by Landlord,
Trustee shall be and remain jointly and severally liable with the assignee for
any and all liability arising or accruing under the Lease after the date of such
assignment, including the obligation to pay rent under the Lease. If Trustee is
the transferee under a Foreclosure Transfer and Trustee obtains Landlord's prior
written consent to assignment of the Lease as provided in the Lease, or if
Trustee seeks Landlord's prior written consent and Landlord unreasonably
withholds that consent, then upon such assignment, Trustee shall thereupon be
released from all prospective liability as tenant under the Lease from and after
the date of such assignment so long as (but only so long as) the assignee
executes, acknowledges and delivers to Landlord an instrument in writing by
which assignee expressly assumes all of the obligations, terms and conditions of
the Lease. Notwithstanding anything in the foregoing to the contrary, a
Foreclosure Transfer shall not operate to release Tenant from any liability of
Tenant under the Lease, and a Foreclosure Transfer shall not operate to release
Trustee from any liability as tenant under the Lease for any period during which
Trustee has the right to possession of the Premises.

     6.    INTENTIONALLY OMITTED
           ---------------------

     7.  Amendment to Lease and Mortgage by Landlord.  The cancellation,
         -------------------------------------------
surrender or amendment of the Lease by Tenant shall not be effective without the
prior written consent of Trustee.

     8.  Insurance and Condemnation Proceeds.  Notwithstanding any provisions of
         -----------------------------------
the Lease to the contrary, any insurance or condemnation proceeds payable to
Tenant or the Trustee as a result of damage, destruction or condemnation of any
portion of the property or improvements thereto shall be paid to the respective
parties in order of priority, for handling in accordance with the terms of the
Deed of Trust, up to the amount of the obligations secured by the Deed of Trust.
Any remaining proceeds shall be distributed as provided in the Lease.  Landlord
and Tenant shall not enter into any settlement or adjustment relating to such
proceeds without the prior written consent of the Trustee.  Nothing in the
foregoing is intended to diminish or otherwise affect the amount of condemnation
or insurance proceeds payable to Landlord pursuant to the Lease or to diminish
or otherwise affect the amount of condemnation or insurance proceeds that would
be payable to or for the benefit of Tenant under the Lease absent the Deed of
Trust.

     9.  No Merger.  If Tenant acquires the fee estate in the Promises, the Deed
         ---------
of Trust shall not merge out of existence but instead shall be, become and
continue as an encumbrance of the entire interests of Tenant in the Premises.

     10.  Estoppel Certificates.  Within fifteen (15) days after written request
          ---------------------
by Tenant or Trustee, Landlord shall deliver to the requesting party (and any
other party identified by the requesting party) an estoppel certificate signed
by Landlord in form reasonably designated by the requesting party that certifies
as to (i) the rent payable under the Lease, (ii) the term of the Lease
<PAGE>

and the rights of Tenant, if any, to extend the term of the Lease, (iii) the
nature of any defaults by Tenant alleged by Landlord and (iv) any other matters
reasonably requested by the requesting party. Within 15 days after written
request by Landlord or Trustee, Tenant shall deliver to the requesting party an
estoppel certificate signed by Tenant in form reasonably designated by Landlord
or Trustee that certifies as to (i) the rent payable under the Lease, (ii) the
nature of any defaults by Landlord alleged by Tenant and (iii) any other matters
reasonably requested by Landlord.

     11.  Miscellaneous.  This Agreement may not be changed or terminated orally
          -------------
and is binding upon, and inures to the benefit of, the parties hereto and each
of their respective successors and assigns.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada.  This
Agreement may be executed in counterparts.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Consent and Landlord-Mortgagee Agreement to be effective as of the day and
year first above written.

     THE TIBERTI COMPANY, a Nevada       FIRSTAR BANK OF MINNESOTA, general
partnership                              N.A., as Trustee


     By  /s/  J. Tito Tiberti            By  /s/ Frank Leslie, III
        ----------------------             --------------------------
     Name:  J. TITO TIBERTI              Name:  Frank Leslie, III
     Title: Managing Partner             Title: Vice President


     COAST HOTELS AND CASINOS,
     INC., a Nevada corporation


     By  /s/ Michael Gaughan
        ------------------------
        MICHAEL GAUGHAN, Chairman
        of the Board and Chief Executive
        Officer
<PAGE>

STATE OF NEVADA )
                )  ss:
COUNTY OF CLARK )


     This instrument was acknowledged before me on __________, 199_ by J. TITO
TIBERTI as Managing Partner of THE TIBERTI COMPANY, a Nevada general
partnership.



                              _______________________________
                              NOTARY PUBLIC



STATE OF ______________)
                       ) ss:
COUNTY OF _____________)


     This instrument was acknowledged before me on __________, 199_ by
__________ _________________ as _____________ of FIRSTAR BANK OF MINNESOTA, N.A.
as Trustee.

                              _______________________________
                              NOTARY PUBLIC


STATE OF _________)
                  )  ss.:
COUNTY OF_________)


     This instrument was acknowledged before me on ________________, 199_ by
MICHAEL GAUGHAN as Chairman of the Board and Chief Executive Officer of COAST
HOTELS AND CASINOS, INC., a Nevada corporation.


                              _______________________________
                              NOTARY PUBLIC
<PAGE>

                                 EXHIBIT "A"


The East Half (El/2) of the Southwest Quarter (SW1/4) of Section 19, Township 21
South, Range 61 East, M.D.B. & M.

EXCEPTING THEREFROM the Southerly 50 feet as granted to the County of Clark for
road, utilities and other public purposes by Document No. 444500, recorded July
7, 1964.

FURTHER EXCEPTING THEREFROM the West Thirty feet (30.00') of said land, together
with that certain spandrel area in the Southwest corner thereof, also being the
Northeast corner of the intersection of Tropicana Avenue and Cameron Street,
bounded as follows: on the South by the North line of the South Fifty feet
(50.00'); on the West by the East line of the West Thirty feet (30.00'); and on
the Northeast by the arc of a curve concave Northeasterly, having a radius of
Twenty-five feet (25.00') and being tangent to the North line of said South
Fifty feet (50.00') and to the East line of said West Thirty feet (30.00').

FURTHER EXCEPTING THEREFROM the East Forty feet (40.00') of said land, together
with that certain spandrel area in the Southeast corner thereof, also being the
Northwest corner of the intersection of Tropicana Avenue and Arville Street,
bounded as follows: On the East. by the West line of the East Forty feet
(40.00'); on the South by the North line of the South Fifty feet (50.00'); and
on the Northwest by the arc of a curve concave Northwesterly, having a radius of
Twenty-five feet (25.00') and being tangent to the West line of said East Forty
feet (40.00'); and to the North line of said South Fifty feet (50.00').

FURTHER EXCEPTING THEREFROM the North Thirty feet (30.00'), together with that
spandrel area in the Northwest corner thereof, also being the Southeast corner
of the intersection of Cameron Street and Harmon Avenue, bounded as follows: On
the North by the South line of the North Thirty feet (30.00'); on the West by
the East line of the West Thirty feet (30.00'); and on the Southeast by the arc
of a curve concave to the Southeast having a radius of Twenty feet (20.00') and
being tangent to the South line of said North Thirty feet (30.00') and to the
East line of said West Thirty feet (30.00'); also together with that other
spandrel area in the Northeast corner thereof being the Southwest corner of the
intersection of Harmon Avenue and Arville Street, bounded as follows: on the
North by the South line of the North Thirty feet (30.00'); on the East by the
East line of the Southwest Quarter (SW1/4) of Section 19; and on the Southwest
by the arc of a curve concave to the Southwest having a radius of Twenty-five
feet (25.001) and being tangent to the South line of said North Thirty feet
(30.00') and to the West line of the East Forty feet (40.00') and on the South
side by the prolongation of a line radial to the curve's point of tangency with
the West line of the East Forty feet (40.00'), as conveyed to Clark County for
roads and other public purposes by Deed recorded October 21, 1976 as Document
No. 630256 and by Deed recorded May 23, 1978 as Document No. 850472 and by Deed
recorded February 27, 1986 in Book 860227 as Document No. 00275 and by Deed
recorded February 25, 1989 in Book 890225 as Document Nos. 00659 and 00660 and
by Deed recorded December 7, 1990 in Book 901207 as Document Nos. 00731 and
00732 of Official Records, Clark County, Nevada.
<PAGE>

FURTHER EXCEPTING THEREFROM that portion conveyed to Clark County by Grant,
Bargain, Sale Deed recorded November 21, 1996 as Document No. 1951 of Official
Records, Clark County, Nevada.  More particularly described as follows:

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Cameron
Street, thence North 89 degrees 53' 40" East, 370.62 feet to a point on the
centerline of Tropicana Avenue, thence North 00 degrees 06' 20" West, 50.00 feet
to a point on the existing Northern right-of-way line of Tropicana Avenue, also
being the TRUE POINT OF BEGINNING; thence North 00 degrees 06' 20" West, 14.00
feet to a point; thence North 89 degrees 53' 40" East, 120.76 feet to a point on
a curve, radius point of said curve is located South 00 degrees 06' 20" East,
266.00 feet from the previous point; thence on a curve to the right, subtending
a central angle of 13 degrees 10' 25", and having a radius of 266.00 feet along
said curve an arc length of 61.16 feet to a point of compound curvature of a
curve to the left. Thence along said curve to the left, subtending a central
angle of 13 degrees 10' 25", and having a radius of 266.00 feet an arc length of
61.16 feet to a point of curve located on the existing right-of-way of Tropicana
Avenue, thence south 89 degrees 53' 40" West, 242.00 feet to the TRUE POINT OF
BEGINNING.

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Cameron
Street, thence North 89 degrees 53' 40" East, 572.62 feet to a point on the
centerline of Tropicana Avenue, thence North 00 degrees 06 ' 20" West, 50.00
feet to a point on the existing Northern right-of-way of Tropicana Avenue, also
being the TRUE POINT OF BEGINNING; thence North 00 degrees 06' 20" West, 12.00
feet, thence North 89 degrees 53' 40" East, 108.50 feet to a point of curve,
radius point of said curve is located South 00 degrees 06' 20" East, 300.00
feet, from the previous point; thence on a curve to the right, subtending a
central angle of 11 degrees 29' 50", and having a radius of 300.00 feet along
said curve an arc length of 60.20 feet to a point of compound curvature of a
curve to the left; subtending a central angle of 12 degrees 28' 13", and having
a radius of 300.00 feet, along said curve an arc length of 65.29 feet to a point
of curve on the existing right-of-way of Tropicana Avenue; thence South 89
degrees 53' 40" West, 233.19 feet to the TRUE POINT OF BEGINNING.

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Cameron
Street, thence North 89 degrees 53' 40" East, 1087.48 feet to a point on the
centerline of Tropicana Avenue, thence North 00 degrees 06' 20" West, 50.00 feet
to the TRUE POINT OF BEGINNING, located on the existing Northern right-of-way
line of Tropicana Avenue, thence North 00 degrees 06' 20" West, 14.00 feet;
thence North 89 degrees 53' 40" East, 6.23 feet to a point of curve; radius
point of said curve is located South 00 degrees 06' 20" East, 266.00 feet from
the previous point; thence along a curve to the
<PAGE>

right subtending a central angle of 13 degrees 10' 25", and having a radius of
266.00 feet, an arc length of 61.16 feet to a point of compound curvature of a
curve to the left; thence along said curve to the left, subtending a central
angle of 13 degrees 10' 25", and having a radius of 266.00 feet, an arc length
of 61.16 feet to a point on the existing Northern right-of-way of Tropicana
Avenue; thence South 89 degrees 53' 40" West, 127.47 feet to the TRUE POINT OF
BEGINNING.

The East Half (E 1/2) of the Southwest Quarter (SW 1/4) of Section 19, Township
21 South, Range 61 East, M.D.M., Clark County, Nevada.

COMMENCING at the centerline intersection of Tropicana Avenue and Arville
Street; thence North 00 degrees 39' 24" West, 75.63 feet to a point on the
centerline of Arville Street; thence South 89 degrees 20' 36" West, 40.00 feet
to a point of curve; also being the TRUE POINT OF BEGINNING, on the existing
Western right-of-way line of Arville Street, radius point of said curve is
located South 89 degrees 20' 36" West, 25.00 feet; from the previous point,
thence on a curve to the right, subtending a central angle of 90 degrees 33'
04", and having a radius of 25.00 feet, an arc length of 39.51 feet to a point
of curve on the existing Northern right-of-way of Tropicana Avenue; thence South
89 degrees 53' 40" West, 13.00 feet, continuing along the existing Northern
right-of-way line of Tropicana Avenue to a point of curve; radius point of said
curve is located North 00 degrees 06' 20" West, 25.00 feet from the previous
point; thence on a curve to the left subtending a central angle of 90 degrees
33' 04", and having a radius of 25.00 feet, an arc length of 39.51 feet to a
point of curve; thence North 00 degree 39' 24" West, 407.97 feet to a point of
curve; radius point of said curve is located North 89 degrees 20' 36" East,
205.00 feet from the previous point; thence along a curve to the right
subtending a central angle of 08 degrees 01' 57", and having a radius of 205.00
feet, an arc length of 28.74 feet to a point; thence North 07 degrees 22' 33"
East, 64.95 feet to a point of curve; radius point of said curve is located
North 82 degrees 37' 27" West, 195.00 feet from the previous point; thence along
a curve to the left, subtending a central angle of 08 degrees 01' 57", and
having a radius of 195.00 feet an arc length of 27.34 feet to a point of curve
on the existing Western right-of-way of Arville Street; thence South 00 degrees
39' 24" East, 528.30 feet to the TRUE POINT OF BEGINNING.
<PAGE>

                                 EXHIBIT "B"
                                 -----------

     If Landlord shall elect to terminate the Lease by reason of any default of
Tenant, prior to doing so, Landlord agrees to give notice of such election to
Tenant and Trustee, specifying the default or defaults of Tenant resulting in
such termination and further agrees as follows:

     (a)  Trustee may nullify any notice of termination by curing such default
prior to the effective date of termination.

     (b) With respect to a termination resulting only from a default or defaults
which Trustee reasonably can cure, Trustee may nullify any such notice of
termination by doing all of the following:

         (i) Curing or causing to be cured, within forty-five (45) days of such
     notice, any monetary defaults and any other defaults which are capable of
     cure within 45 days; and

         (ii) Within 45 days of such notice, commencing to cure or causing the
     commencement of cure of any other default and thereafter diligently
     pursuing such cure to completion; and

         (iii) During any cure period, paying or causing to be paid any rent and
     other monetary obligations of Tenant under the Lease of which Trustee has
     knowledge, as the same fall due.

     (c) With respect to a termination resulting, in whole or in part, from a
default or defaults of Tenant which Trustee cannot reasonably cure, Trustee may
postpone and extend the specified date for such termination as fixed by Landlord
in its notice of termination, for a period of not more than ninety (90) days;
provided that Trustee shall agree with Landlord (by giving a notice to that
effect to Landlord) before the effective date of termination, to accomplish the
following within the times hereinafter provided and shall, in fact, accomplish
the following in a timely manner:

         (i) cure or cause to be cured within forty-five (45) days of such
     notice any then-existing monetary defaults of which Trustee has knowledge;

         (ii) pay or cause to be paid during such 90-day period (as it may be
     extended as provided below) any rent and other monetary obligations of
     Tenant under the Lease of which Trustee has knowledge, as the same fall
     due;

         (iii) promptly cure or cause to be cured any other defaults that
     Trustee can cure and of which Trustee has knowledge;
<PAGE>

          (iv) take steps to acquire or sell Tenant's interest in the Lease by
     foreclosure of the Deed of Trust or otherwise; provided that the time
     period for commencement of such steps shall be extended one day for each
     day that Trustee is under any statutory or judicial restraint precluding
     the taking of such steps; and

          (v) prosecute to completion with reasonable diligence the steps
     commenced pursuant to the preceding clause.

If, at the end of such 90-day period (as it may be extended), Trustee shall be
actively engaged in steps to acquire or sell Tenant's interest in the Lease and
is in compliance with the other conditions met forth in clauses (i) through (v)
above, including the payment of all rent and other monetary obligations of
Tenant as they fall due, the time for completion of such steps shall be further
extended upon the name conditions for such period as shall be reasonably
necessary to complete such steps with reasonable diligence so long as, but only
so long an Trustee continues to timely pay or cause to be paid all rent and
other monetary obligations of Tenant as they fall due.  If Tenant's interest is
acquired or sold by foreclosure of the Deed of Trust or otherwise during such
90-day period (as it may be extended), the intended termination of the Lease by
Landlord under the subject notice will be automatically nullified, and the Lease
will continue an if the notice of termination had never been given so long as
Trustee has complied with the conditions met forth In clauses (i) through (v)
above and has commenced and in diligently pursuing the cure of all defaults
which Trustee can reasonably cure.

     (d) if the Lease, without the consent of Trustee, is terminated for any
reason before the end of its stated term, as such stated term may be extended,
then Landlord shall, upon written request from Trustee made within sixty (60)
days after such termination, enter into a new lease of the Premises with
Trustee.  The new lease shall be on the same terms and conditions as the Lease
(including without limitation any rights or options to extend the term of the
Lease or acquire the Premises) and shall have the same priority as the Lease.
Landlord': obligation to enter into such a new lease shall be conditioned upon
the following: (i) Trustee shall have cured all monetary defaults and commenced,
and diligently prosecuted, the cure of all reasonably curable nonmonetary
defaults and (ii) Trustee shall reimburse Landlord for all reasonable costs and
expenses incurred in entering into such new lease.
<PAGE>

                                 EXHIBIT 3

        (Landlord-Mortgagee Agreement Executed by Nevada Power Company
                         Regarding Parking Lot Lease)
<PAGE>

                                    CONSENT
                                    -------
                                      and
                         LANDLORD-MORTGAGEE AGREEMENT
                         ----------------------------

     THIS CONSENT AND LANDLORD-MORTGAGEE AGREEMENT ("Agreement") is dated and
made effective as of November 21, 1997 and is entered into by and between
FIRSTAR BANK OF MINNESOTA, N.A. (the "Trustee"), NEVADA POWER COMPANY, a Nevada
Corporation ("Landlord") and COAST HOTELS AND CASINOS, INC., a Nevada
corporation ("Tenant").

                                 RECITALS
                                 --------

     A.  Property and Lease.  Landlord is the owner of real property in Clark
         ------------------
County, Nevada, described in Exhibit "A" attached hereto and by this reference
incorporated herein (the "Premises").  Landlord and Barbary Coast Hotel and
Casino, a Nevada general partnership ("Lessee") were parties to a Lease dated
November 1, 1982 relating to the Premises (the "Lease").

     B.  Reorganization.  Lessee and Gold Coast Hotel and Casino, a Nevada
         --------------
limited partnership, have reorganized in a transaction (the Reorganization) in
which (i) the assets of Lessee became the assets of Coast Resorts,.Inc., a
Nevada corporation ("Resorts") and (ii) Resorts transferred and assigned those
assets to Tenant in capitalization of Tenant.

     C.  Notes.  It is anticipated that Trustee will be the trustee under an
         -----
Indenture (the "Indenture"), by and among Tenant as issuer, Resorts as
guarantor, Coast West, Inc., a Nevada corporation, as guarantor, and Trustee,
pursuant to which Tenant will issue 10 7/8% First Mortgage Notes due 2001 (the
"Notes") in a total principal amount of SIXTEEN MILLION EIGHT HUNDRED THOUSAND
DOLLARS ($16,800,000.00).

     D.  Obligations.  In accordance with the anticipated requirements of the
         -----------
Indenture, and as security for the Notes and other obligations of Tenant under
the Indenture (the "Obligations"), Tenant intends to execute as trustor and
deliver to Trustee, a Leasehold Deed of Trust, Security Agreement and Assignment
of Rents and teases (the "Deed of Trust") encumbering Tenant's leasehold
interest in the Premises and the Lease.  As additional security for the
obligations, Tenant intends to grant to Trustee a security interest in Tenant's
inventory, equipment and other personal property now or hereafter located on the
Premises (the "Personal Property").

     E.  Reliance.  Landlord acknowledges and understands that Tenant, Resorts
         --------
and Trustee, on behalf of the holders of Notes, will rely upon the provisions
set forth in this Agreement.
<PAGE>

                                 CONSENT AND AGREEMENT
                                 ---------------------

     In consideration of the foregoing recitals and other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

     1.  Consent to Deed of Trust.  Landlord hereby consents to Tenant's grant
         ------------------------
to Trustee of a lien on Tenant's leasehold interest in the ,Premises pursuant to
the terms of the Deed of Trust.  Landlord agrees that the provisions of
Paragraphs 3 through 10 below shall take effect upon the, recording of the Deed
of Trust.  Those provisions shall be for the benefit of. Trustee, any successor
Trustee and the holders of the Notes.

     2.  Status of Lease.  Landlord certifies that to the best of Landlord's
         ---------------
knowledge, (i) the Lease is in full force and effect, (ii) no amendment has been
made to the Lease, (iii) no default exists sunder the Lease and (iv) rent and
other charges have been paid to the extent payable and have not been prepaid
more than one year in advance.

     3.  Personal Property.  The Personal Property shall not be deemed to be a
         -----------------
fixture or part of the underlying real estate but shall at all times be
considered personal property.  Landlord waives and relinquishes any landlord's
lien, all rights of levy or constraint, security interest or other interest that
Landlord may now or hereafter have in any of the Personal Property, whether for
rent or otherwise; provided, however, that nothing in the foregoing shall
constitute a waiver or release by Landlord of any right or interest of Landlord
in the real property being leased by Landlord under the Lease or the site
improvements located on that property.  Landlord agrees that Trustee, at its
option, may enter the Premises for the purpose of repossessing, removing,
selling or otherwise dealing with the Personal Property, and such license shall
be irrevocable and shall continue without charge for a period of ninety (90)
days after the receipt by Trustee of written notice from Landlord directing
removal of the Personal Property.

     4.   Notice and Cure Rights.  No notice from Landlord shall be effective
          ----------------------
unless it is also given to Trustee.  Any notice of default shall state the
nature of the default and shall specify the amounts of rent or other payments
claimed to be in default.  In the event of a default by Tenant under the Lease,
Landlord shall accept any curative acts undertaken by or at the instigation of
Trustee as if undertaken by Tenant.  Trustee shall be given notice of any
arbitration or other proceeding or dispute between Landlord and Tenant and shall
have the right to intervene therein and be made a party thereto.  Further,
Trustee shall receive notice, and a copy, of any award or decision made in such
arbitration or other proceeding.  If Landlord shall elect to terminate the Lease
by reason of any default of Tenant, Trustee shall have the rights set forth in
Exhibit "B" attached hereto and by this reference incorporated herein.

     5.  Assignment.  Tenant's interest in the Lease may be assigned,
         ----------
transferred or conveyed pursuant to judicial or non-judicial foreclosure or a
conveyance in lieu of foreclosure (a "Foreclosure Transfer").  If Trustee is the
transferee under a Foreclosure Transfer, Trustee may assign the Lease without
Landlord's prior written consent, but if the Lease is so assigned by Trustee,
and Landlord's prior written consent is either not sought by Trustee or is
sought by
<PAGE>

Trustee but reasonably withheld by Landlord, Trustee shall be and remain jointly
and severally liable with the assignee for any and all liability arising or
accruing under the Lease after the date of such assignment, including the
obligation to pay rent under the Lease. If Trustee is the transferee under a
Foreclosure Transfer and Trustee obtains Landlord's prior written consent to
assignment of the Lease as provided in the Lease, or if Trustee seeks Landlord's
prior written consent and Landlord unreasonably withholds that consent, then
upon such assignment, Trustee shall thereupon be released from all prospective
liability as tenant under the Lease from and after the date of such assignment
so long as (but only so long as) the assignee executes, acknowledges and
delivers to Landlord an instrument in writing by which assignee expressly
assumes all of the obligations, terms and conditions of the Lease.
Notwithstanding anything in the foregoing to the contrary, a Foreclosure
Transfer shall not operate to release Tenant from any liability of Tenant under
the Lease, and a Foreclosure Transfer shall not operate to release Trustee from
any liability as tenant under the Lease for any period during which Trustee has
the right to possession of the Premises.

     6.   INTENTIONALLY OMITTED
          ---------------------

     7.  Amendment to Lease and Mortgage by Landlord.  The cancellation,
         -------------------------------------------
surrender or amendment of the Lease by Tenant shall not be effective without the
prior written consent of Trustee.

     8.  Insurance and Condemnation Proceeds.  Notwithstanding any provisions of
         -----------------------------------
the Lease to the contrary, any insurance or condemnation proceeds payable to
Tenant or the Trustee as a result of damage, destruction or condemnation of any
portion of the property or improvements thereto shall be paid to the respective
parties in order of priority, for handling in accordance with the terms of the
Deed of Trust, up to the amounts of the obligations secured by the Deed of
Trust.  Any remaining proceeds shall be distributed as provided in the Lease.
Landlord and Tenant shall not enter into any settlement or adjustment relating
to such proceeds without the prior written consent of the Trustee.  Nothing in
the foregoing is intended to diminish or otherwise affect the amount of
condemnation or insurance proceeds payable to Landlord pursuant to the Lease or
to diminish or otherwise affect the amount of condemnation or insurance proceeds
that would be payable to or for the benefit of Tenant under the Lease absent the
Deed of Trust.

     9.   No Merger.  If Tenant acquires the fee estate in the Premises, the
          ---------
Deed of Trust shall not merge out of existence but instead shall be, become and
continue as an encumbrance of the entire interests of Tenant in the Premises.

     10.  Estoppel Certificates.  Within fifteen (15) days after written request
          ---------------------
by Tenant or Trustee, Landlord shall deliver to the requesting party (and any
other party identified by the requesting party) an estoppel certificate signed
by Landlord in form reasonably designated by the requesting party that certifies
as to (i) the rent payable under the Lease, (ii) the term of the Lease and the
rights of Tenant, if any, to extend the term of the Lease, (iii) the nature of
any defaults by
<PAGE>

Tenant alleged by Landlord and (iv) any other matters reasonably requested by
the requesting party. Within 15 days after written request by Landlord or
Trustee, Tenant shall deliver to the requesting party an estoppel certificate
signed by Tenant in form reasonably designated by Landlord or Trustee that
certifies as to (i) the rent payable under the Lease, (ii) the nature of any
defaults by Landlord alleged by Tenant and (iii) any other matters reasonably
requested by Landlord.

     11.  Miscellaneous.  This Agreement may not be changed or terminated orally
          -------------
and is binding upon, and inures to the benefit of, the parties hereto and each
of their respective successors and assigns.  This Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada.  This
Agreement may be executed in counterparts.
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Consent and Landlord-Mortgagee Agreement to be effective as of the day and
year first above written.


     NEVADA POWER COMPANY,            FIRSTAR BANK OF MINNESOTA, NATIONAL
     a Nevada corporation             N.A.,as Trustee.



     By /s/ Richard L. Hinckley       By /s/ Frank Leslie, III
        ---------------------------     ----------------------------
     Name:   Richard l. Hinckley      Name:  Frank Leslie, III
     Title:  Vice President           Title: Vice President


     COAST HOTELS AND CASINOS,
     INC., a Nevada corporation


     By /s/ Michael Gaughan
        ----------------------------
        MICHAEL GAUGHAN,
        Chairman of the Board and
        Chief Executive Officer
<PAGE>

STATE OF NEVADA )
                )  ss:
COUNTY OF CLARK )


     This instrument was acknowledged before me on __________, 199_ by
__________ __________________ as __________________ of NEVADA POWER COMPANY, a
corporation.


                              _______________________________
                              NOTARY PUBLIC


STATE OF ______________)
                       ) ss:
COUNTY OF  ____________)


     This instrument was acknowledged before me on __________, 199_ by
__________ _________________ as _____________ of FIRSTAR BANK OF MINNESOTA, N.A.
as Trustee.



                              _______________________________

                              NOTARY PUBLIC



STATE OF NEVADA )
                )  ss.:
COUNTY OF ______)


     This instrument was acknowledged before me on ________________, 199_ by
MICHAEL GAUGHAN as Chairman of the Board and Chief Executive Officer of COAST
HOTELS AND CASINOS, INC., a Nevada corporation.


                              _______________________________
                              NOTARY PUBLIC
<PAGE>

                                 EXHIBIT "A"


     A strip of land Two Hundred (200) feet wide along the North line of the
Northwest Quarter (NW1/4) of Section Twenty-one (21), Township Twenty-one (21)
South of Range Sixty-one (61) East of the M.D.B. & M., particularly described as
beginning at the Northwest corner of Section Twenty-one (21); thence East along
the North line of said Section to the Northeast corner of the Northwest Quarter
(NW114) of said Section; thence South at right angles Two Hundred (200) feet;
thence West parallel with the North line of said Section to the West line
thereof; thence North Two Hundred (200) feet to the Place of Beginning.

     EXCEPTING THEREFROM that portion of the Northwest Quarter (NWI/4) of the
Northwest Quarter (NW1/4) of Section 21, Township 21 South, Range 61 East,
M.D.M., described as follows:

     COMMENCING at the Northwest (NW) corner of said Section 21, South 88
degrees 05' 38" East along the North line of said Section 21, a distance of
155.55 feet to a point on the East line of U.S. Highway No. 91, as conveyed by
the Southern Nevada Power Company to the State of Nevada by Deed recorded
January 23, 1943 as Document No. 159436, Clark County, Nevada Records, the true
point of beginning; thence South 00" 02' East along the said East line, a
distance of 200.11 feet to a point; thence South 88 degrees 05' 38" East
parallel to the said North line, a distance of 500.00 feet to a point; thence
North 00 degrees 02' West parallel to the said East line, a distance of 200.11
feet to a point on the said North line; thence North 88 degrees 05' 38" West
along the said North line, a distance of 500.00 feet to the TRUE POINT OF
BEGINNING.

     Also, a portion of the North 200 feet of the Northwest Quarter (NW1/4) of
the Northwest Quarter (NW1/4) of Section 21, Township 21 South, Range 61 East,
M.D.M., and being a portion of that certain right-of-way (150 feet wide) granted
to the State of Nevada by Southern Nevada Power Co. on January 23, 1943 and
recorded as Document No. 159436 in Book 43 of Deeds, Pages 191 and 192, Clark
County, Nevada Records.  The parcel of land to be conveyed is that portion of
the above referred to right-of-way described as follows, to-wit:

     Being all of the aforementioned right-of-way lying right or Easterly of a
line located 50.00 feet right or Easterly of and parallel to the "0" line
centerline of U.S. Highway 91 (S.R.6) as staked and constructed in 1951 and
lying right or Easterly of Highway Engineer's Station "0" 934, approximately to
Highway Engineer's Station "0" 936, approximately, and being that parcel
remised, released and quitclaimed unto the Southern Nevada Power Co. by the
State of Nevada, by Quitclaim Deed dated December 20, 1957 and recorded January
10, 1958 as Document No. 122228, official Records, Book No. 149, Clark County,
Nevada.

     FURTHER EXCEPTING THEREFROM the interest in and to the South 40 feet of the
hereinabove described parcel of land as conveyed to the County of Clark for road
purposes by Deed recorded September 9, 1953 as Document No. 413334, Official
Records of Clark County, Nevada.

     FURTHER EXCEPTING THEREFROM the Northerly Ten (10) feet of the Southerly
Fifty (50) feet, together with that certain radius in the Southwest corner
thereof bounded as follows: on the West side by the East line of U.S. Highway
91, on the South side by the North line of the South 50.00 feet and on the
Northeast side by the arc of a circle concave to the Northeast having a radius
of 25.00 feet that is tangent to the East line of U.S. Highway 91 and tangent to
the North line of said South 50.00 feet as conveyed to the County of Clark by
Deed recorded November 6, 1985 in Book 2213 as Document No. 2172026.

     FURTHER EXCEPTING THEREFROM that portion of land as conveyed to the state
of Nevada by Final Order of Condemnation recorded May 30, 1995 in Book 950530 as
Document
<PAGE>

No. 00882 of Official Records, Clark County, Nevada.
<PAGE>

                                 EXHIBIT "B"
                                 -----------

     If Landlord shall elect to terminate the Lease by reason of any default of
Tenant, prior to doing so, Landlord agrees to give notice of such election to
Tenant and Trustee, specifying the default or defaults of Tenant resulting in
such termination and further agrees as follows:

          (a)   Trustee may nullify any notice of termination by curing such
     default prior to the effective date of termination.

          (b)   With respect to a termination resulting only from a default or
     defaults which Trustee reasonably can cure, Trustee may nullify any such
     notice of termination by doing all of the following:

               (i)  Curing or causing to be cured, within forty-five (45) days
          of such notice, any monetary defaults and any other defaults which are
          capable of cure within 45 days; and

               (ii) Within 45 days of such notice, commencing to cure or
          causing the commencement of cure of any other default and thereafter
          diligently pursuing such cure to completion; and

               (iii) During any cure period, paying or causing to be paid any
          rent and other monetary obligations of Tenant under the Lease of which
          Trustee has knowledge, as the same fall due.

          (c)   With respect to a termination resulting, in whole or in part,
     from a default or defaults of Tenant which Trustee cannot reasonably cure,
     Trustee may postpone and extend the specified date for such termination as
     fixed by Landlord in its notice of termination, for a period of not more
     than ninety (90) days; provided that Trustee shall agree with Landlord (by
     giving a notice to that effect to Landlord) before the effective date of
     termination, to accomplish the following within the times hereinafter
     provided and shall, in fact, accomplish the following in a timely manner:

               (i) cure or cause to be cured within forty-five (45) days of
          such notice any then-existing monetary defaults of which Trustee has
          knowledge;

               (ii) pay or cause to be paid during such 90-day period (as it
          may be extended as provided below) any rent and other monetary
          obligations of Tenant under the Lease of which Trustee has knowledge,
          as the same fall due;

               (iii) promptly cure or cause to be cured any other defaults
          that Trustee can cure and of which Trustee has knowledge;

               (iv) take steps to acquire or sell Tenant's interest in the
          Lease by
<PAGE>

          foreclosure of the Deed of Trust or otherwise; provided that the time
          period for commencement of such steps shall be extended one day for
          each day that Trustee is under any statutory or judicial restraint
          precluding the taking of such steps; and

               (v) prosecute to completion with reasonable diligence the steps
          commenced pursuant to the preceding clause.

               If, at the end of such 90-day period (as it may be extended),
          Trustee shall be actively engaged in steps to acquire or sell Tenant's
          interest in the Lease and is in compliance with the other conditions
          set forth in clauses (i) through (v) above, including the payment of
          all rent and other monetary obligations of Tenant as they fall due,
          the time for completion of such steps shall be further extended upon
          the same conditions for such period as shall be reasonably necessary
          to complete such steps with reasonable diligence so long as, but only
          so long as Trustee continues to timely pay or cause to be paid all
          rent and other monetary obligations of Tenant as they fall due.  If
          Tenant's interest is acquired or sold by foreclosure, of the Deed of
          Trust or otherwise during such 90-day period (as it may be extended),
          the intended termination of the Lease by Landlord under the subject
          notice will be automatically nullified, and the Lease will continue as
          if the notice of termination had never been given so long an Trustee
          has complied with the conditions set forth in clauses (i) through (v)
          above and has commenced and is diligently pursuing the cure of all
          defaults which Trustee can reasonably cure.

          (d)  If the Lease, without the consent of Trustee, is terminated for
     any reason before the end of its stated term, as such stated term may be
     extended, then Landlord shall, upon written request from Trustee made
     within sixty (60) days after such termination, enter into a now lease of
     the Premises with Trustee.  The new lease shall be on the same terms and
     conditions as the Lease (including without limitation any rights or options
     to extend the term of the Lease or acquire the Premises) and shall have the
     same priority as the Lease.  Landlord's obligation to enter into such a now
     lease shall be conditioned upon the following: (i) Trustee shall have cured
     all monetary defaults and commenced, and diligently prosecuted, the cure of
     all reasonably curable nonmonetary defaults and (ii) Trustee shall
     reimburse Landlord for all reasonable costs and expenses incurred in
     entering into such new lease.