EXHIBIT 10.9.8  SECOND
AMENDED AND RESTATED COLLATERAL
ACCOUNT AGREEMENT  This SECOND AMENDED AND
RESTATED COLLATERAL ACCOUNT AGREEMENT (this Agreement) is dated as of March
5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a
Nevada general partnership (Pledgor), and BANK OF AMERICA, N.A. as agent for
and representative of (in such capacity herein called Secured Party) the
financial institutions (Lenders) party to the Credit Agreement (as
hereinafter defined) (Secured Party).  PRELIMINARY
STATEMENTS  1.             Pledgor, the Lenders named therein,
Bank of America, N.A., as Administrative Agent (under its former name, Bank of
America National Trust and Savings Association), have previously entered into
an Amended and Restated Credit Agreement dated as of November 24, 1997 (the
Existing Credit Agreement).  2.             Pledgor, the Lenders named therein,
and Secured Party, as Administrative Agent, have entered into a Second Amended
and Restated Credit Agreement dated as of even date herewith (said Second
Amended and Restated Credit Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being this Credit
Agreement) to amend and restate the Existing Credit Agreement as set forth
therein.  3.             This Agreement amends and restates
the Collateral Account Agreement referred to in the Existing Credit Agreement
in its entirety (the Existing Agreement).  4.             It is a condition precedent to
extensions of credit by Lenders under the Credit Agreement that Pledgor shall
have executed this Agreement, and that Pledgor shall have granted the security
interests and undertaken the obligations contemplated by this Agreement.  NOW,
THEREFORE, in consideration of the premises and in order to induce Lenders to
make Loans and issue Letters of Credit under the Credit Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Pledgor hereby agrees with Secured Party as follows:  SECTION 1.           Certain Definitions.  This Agreement is the Collateral Account
Agreement referred to in the Credit Agreement. 
Terms defined in the Credit Agreement and not otherwise defined in this
Agreement shall have the meanings given those terms in the Credit Agreement
when used herein and such definitions are incorporated herein as though set
forth herein in full.  In addition, the
following terms used in this Agreement shall have the following meanings:  
   Collateral
means (i) the Collateral Account, (ii) all amounts on deposit from time to time
in the Collateral Account, (iii) all interest, cash, instruments, securities
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Collateral, and
(iv) to the extent not covered by clauses (i) through (iii) above, all proceeds
of any or all of the foregoing, Collateral.  Collateral
Account means the restricted deposit account established and maintained by
Pledgor with Secured Party pursuant to Section 2(a).  Secured
Obligations means all obligations and liabilities of every nature of Pledgor
now or hereafter existing under or arising out of or in connection with the
Credit Agreement and the other Loan Documents and all extensions or renewals
thereof, whether for principal, interest (including without limitation interest
that, but for the filing of a petition in bankruptcy with respect to Pledgor,
would accrue on such obligations), reimbursement of amounts drawn under Letters
of Credit, fees, expenses, indemnities or otherwise, whether voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later increased, created or
incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from Secured Party or any Lender as a preference,
fraudulent transfer or otherwise, and all obligations of every nature of
Pledgor now or hereafter existing under this Agreement.  SECTION 2.           Establishment and Operation of
Collateral Account.  (1)           Pledgor hereby authorizes and directs
Secured Party to establish and maintain at its Funding and Payment Office, as a
blocked account in the name of Pledgor but under the sole dominion and control
of Secured Party, a restricted deposit account designated as the Circus and
Eldorado Joint Venture.  (2)           The Collateral Account shall be
operated in accordance with the terms of this Agreement.  (3)           Secured Party shall be fully
protected and shall suffer no liability in acting in accordance with any
written instructions reasonably believed by it to have been given by Pledgor
with respect to any aspect of the operation of the Collateral Account.  (4)           Anything contained herein to the
contrary notwithstanding, the Collateral Account shall be subject to such
applicable laws, and such applicable regulations of the Board of Governors of
the Federal Reserve System and of any other appropriate banking or governmental
authority, as may now or hereafter be in effect.  2 
    SECTION 3.           Deposits of Cash Collateral.  (1)           All deposits of funds in the
Collateral Account shall be made by wire transfer (or, if applicable, by intrabank
transfer from another account of Pledgor) of immediately available funds, in
each case addressed in accordance with such wire transfer instructions as
Secured Party may, from time to time, provide to Pledgor.  Pledgor shall,
promptly after initiating a transfer of funds to the Collateral Account, give
notice to Secured Party by telefacsimile of the date, amount and method of
delivery of such deposit.  (2)           If an Event of Default has occurred
and is continuing and, in accordance with Section 8 of the Credit Agreement,
Pledgor is required to pay to Secured Party an amount (the Aggregate Available
Amount) equal to the maximum amount that may at any time be drawn under all
Letters of Credit then outstanding under the Credit Agreement, Pledgor shall
deliver funds in such an amount for deposit in the Collateral Account in
accordance with Section 3(a).  If for
any reason the aggregate amount delivered by Pledgor for deposit in the
Collateral Account as aforesaid is less than the Aggregate Available Amount,
the aggregate amount so delivered by Pledgor shall be apportioned among all
outstanding Letters of Credit for purposes of this Section 3(b) in accordance
with the ratio of the maximum amount available for drawing under each such
Letter of Credit (as to such Letter of Credit, the Maximum Available Amount)
to the Aggregate Available Amount.  Upon
any drawing under any outstanding Letter of Credit in respect of which Pledgor
has deposited in the Collateral Account any amounts described above, Secured
Party shall apply such amounts to reimburse the Issuing Lender for the amount
of such drawing.  In the event of
cancellation or expiration of any Letter of Credit in respect of which Pledgor
has deposited in the Collateral Account any amounts described above, or in the
event of any reduction in the Maximum Available Amount under such Letter of
Credit, Secured Party shall apply the amount then on deposit in the Collateral
Account in respect of such Letter of Credit (less, in the case of such a
reduction, the Maximum Available Amount under such Letter of Credit immediately
after such reduction) first, to the payment of any amounts payable to Secured
Party pursuant to Section 13, second, to the extent of any excess, to the cash
collateralization pursuant to the terms of this Agreement of any outstanding
Letters of Credit in respect of which Pledgor has failed to pay all or a
portion of the amounts described above (such cash collateralization to be
apportioned among all such Letters of Credit in the manner described above),
third, to the extent of any further excess, to the payment of any other
outstanding Secured Obligations, and fourth, to the extent of any further
excess, to the payment to whomsoever shall be lawfully entitled to receive such
funds.  SECTION 4.           Pledge of Security for Secured
Obligations.  Pledgor hereby pledges
and assigns to Secured Party, and hereby grants to Secured Party a security
interest in, all of Pledgors right, title and interest in and to the Collateral
as collateral security for the prompt payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including the payment of amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C.§362(a)), of all Secured Obligations.  3 
   SECTION 5.           No Investment of Amounts in the
Collateral Account:  Interest on Amounts
in the Collateral Account  (1)           Cash held by Secured Party in the
Collateral Account shall not be invested by Secured Party but instead shall be
maintained as a cash deposit in the Collateral Account pending application
thereof as elsewhere provided in this Agreement.  (2)           To the extent permitted under
Regulation Q of the Board of Governors of the Federal Reserve System, any cash
held in the Collateral Account shall bear interest at the standard rate paid by
Secured Party to its customers for deposits of like amounts and terms.  (3)           Subject to Secured Partys rights
under Section 12, any interest earned on deposits of cash in the Collateral
Account in accordance with Section 5(b) shall be deposited directly in, and
held in the Collateral Account and applied in accordance with Section 3(b).  SECTION 6.           Representations and Warranties.  Pledgor represents and warrants as follows:  (1)           Ownership of Collateral.  Pledgor is (or at the time of transfer
thereof to Secured Party will be) the legal and beneficial owner of the
Collateral from time to time transferred by Pledgor to Secured Party, free and
clear of any Lien except for the security interest created by this Agreement.  (2)           Governmental Authorizations.  No authorization, approval or other action
by, and no notice to or filing with, any governmental authority or regulatory
body is required for either (i) the grant by Pledgor of the security interest
granted hereby, (ii) the execution, delivery or performance of this Agreement
by Pledgor, or (iii) the perfection of or the exercise by Secured Party of its
rights and remedies hereunder (except as may have been taken by or at the
direction of Pledgor).  (3)           Perfection. The pledge and
assignment of the Collateral pursuant to this Agreement creates, to the extent
permitted by applicable law, a valid and perfected first priority security
interest in the Collateral, securing the payment of the Secured Obligations.  (4)           Other Information.  All information heretofore, herein or
hereafter supplied to Secured Party by or on behalf of Pledgor with respect to
the Collateral is accurate and complete in all material respects.  SECTION 7.           Further Assurances.  Pledgor agrees that from time to time, at
the expense of Pledgor, Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary
or desirable, or that Secured Party may request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Secured Party to exercise and enforce its rights and remedies  4 
   hereunder with respect to any
Collateral.  Without limiting the
generality of the foregoing, Pledgor will: (a) execute and file such financing
or continuation statements, or amendments thereto, and such other instruments
or notices, as may be necessary or desirable, or as Secured Party may request,
in order to perfect and preserve the security interests granted or purported to
be granted hereby and (b) at Secured Partys request, appear in and defend any
action or proceeding that may affect Pledgors title to or Secured Partys
security interest in all or any part of the Collateral.  SECTION 8.           Transfers and other Liens.  Pledgor agrees that it will not (a) sell,
assign (by operation of law or otherwise) or otherwise dispose of any of the
Collateral or (b) create or suffer to exist any Lien upon or with respect to
any of the Collateral, except for the security interest under this Agreement.  SECTION 9.           Secured Party Appointed Attorney
InFact. Pledgor hereby irrevocably appoints Secured Party as
Pledgors attorneyinfact, with full authority in the place and
stead of Pledgor and in the name of Pledgor, Secured Party or otherwise, from
time to time in Secured Partys discretion to take any action and to execute
any instrument that Secured Party may deem necessary or advisable to accomplish
the purposes of this Agreement, including without limitation to file one or
more financing or continuation statements, or amendments thereto, relative to
all or any part of the Collateral without the signature of Pledgor.  SECTION 10.         Secured Party May Perform.  If Pledgor fails to perform any agreement
contained herein, Secured Party may itself perform, or cause performance of,
such agreement, and the expenses of Secured Party incurred in connection
therewith shall be payable by Pledgor under Section 13.  SECTION 11.         Standard of Care, The powers
conferred on Secured Party hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such
powers.  Except for the exercise of
reasonable care in the custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, Secured Party shall
have no duty as to any Collateral, it being understood that Secured Party shall
have no responsibility for (a) taking any necessary steps (other than steps
taken in accordance with the standard of care set forth above to maintain
possession of the Collateral) to preserve rights against any parties with
respect to any Collateral or (b) taking any necessary steps to collect or
realize upon the Secured Obligations or any guarantee therefor, or any part
thereof, or any of the Collateral. 
Secured Party shall be deemed to have exercised reasonable care in the
custody and preservation of Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which Secured Party accords its
own property of like kind.  SECTION 12.         Remedies.  (1)           If any Event of Default or Default
shall have occurred and be continuing, Secured Party may (i) transfer any or
all of the Collateral to an account established in Secured Partys name
(whether at Secured Party or otherwise) or (ii) otherwise register title  5 
   to any Collateral in the name
of Secured Party or one of its nominees or agents, without reference to any
interest of Pledgor.  (2)           If any Event of Default shall have
occurred and be continuing, Secured Party may exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the Uniform Commercial Code as in effect in any relevant
jurisdiction (the Code) (whether or not the Code applies to the affected
Collateral).  (3)           If the proceeds of any disposition of
the Collateral are insufficient to pay all the Secured Obligations, Pledgor
shall be liable for the deficiency and the fees of any attorneys employed by
Secured Party to collect, such deficiency.  (4)           Anything contained herein to the
contrary notwithstanding, any of the Collateral consisting of cash held by
Secured Party in the Collateral Account shall be subject to Secured Partys
rights of setoff under subsection 10.4 of the Credit Agreement.  SECTION 13.         Indemnity and Expenses.  (1)           Pledgor agrees to indemnify Secured
Party and each Lender from and against any and all claims, losses and
liabilities in any way relating to, growing out of or resulting from this
Agreement and the transactions contemplated hereby (including, without
limitation, enforcement of this Agreement), except to the extent such claims,
losses or liabilities result solely from Secured Partys or such Lenders gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction.  (2)           Pledgor shall pay to Secured Party
upon demand the amount of any and all costs and expenses, including the
reasonable fees and expenses of its counsel and of any experts and agents, that
Secured Party may incur in connection with (i) the administration of this
Agreement, (ii) the custody, preservation, use or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of Secured Party hereunder, or
(iv) the failure by Pledgor to perform or observe any of the provisions hereof.  SECTION 14.         Continuing Security Interest:
Transfer of Loans.  This Agreement
shall create a continuing security interest in the Collateral and shall (a)
remain in full force and effect until the indefeasible payment in full of the
Secured Obligations, the cancellation or termination of the Commitments and the
cancellation or expiration of all outstanding Letters of Credit, (b) be binding
upon Pledgor, its successors and assigns, and (c) inure, together with the
rights and remedies of Secured Party hereunder, to the benefit of Secured Party
and its successors, transferees and assigns. 
Without limiting the generality of the foregoing clause (c), but subject
to the provisions of subsection 10.1 of the Credit Agreement, any Lender may
assign or otherwise transfer any Loans held by it to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to Lenders herein or otherwise.  Upon the indefeasible payment in full of all Secured Obligations,
the cancellation or termination of the Commitments and the cancellation  6 
   or expiration of all
outstanding Letters of Credit, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to Pledgor.  Upon any such termination Secured Party
shall, at Pledgors expense, execute and deliver to Pledgor such documents as
Pledgor shall reasonably request to evidence such termination and Pledgor shall
be entitled to the return, upon its request and at its expense, against receipt
and without recourse to Secured Party, of such of the Collateral as shall not
have been otherwise applied pursuant to the terms hereof.  SECTION 15.         Secured Party as Agent.  (1)           Secured Party has been appointed to
act as Secured Party hereunder by Lenders. 
Secured Party shall be obligated, and shall have the right hereunder, to
make demands, to give notices, to exercise or refrain from exercising any
rights, and to take or refrain from taking any action (including, without
limitation, the release or substitution of Collateral), solely in accordance
with this Agreement and the Credit Agreement.  (2)           Secured Party shall at all times be
the same Person that is Agent under the Credit Agreement.  Written notice of resignation by Agent
pursuant to subsection 9.5 of the Credit Agreement shall also constitute notice
of resignation as Secured Party under this Agreement; removal of Agent pursuant
to subsection 9.5 of the Credit Agreement shall also constitute removal as
Secured Party under this Agreement; and appointment of a successor Agent
pursuant to subsection 9.5 of the Credit Agreement shall also constitute
appointment of a successor Secured Party under this Agreement.  Upon the acceptance of any appointment as
Agent under subsection 9.5 of the Credit Agreement by a successor Agent, that
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Secured Party
under this Agreement, and the retiring or removed Secured Party under this
Agreement shall promptly (i) transfer to such successor Secured Party all sums
held by Secured Party hereunder (which shall be deposited in a new Collateral
Account established and maintained by such successor Secured Party), together
with all records and other documents necessary or appropriate in connection
with the performance of the duties of the successor Secured Party under this
Agreement, and (ii) execute and deliver to such successor Secured Party such
amendments to financing statements, and take such other actions, as may be
necessary or appropriate in connection with the assignment to such successor
Secured Party of the security interests created hereunder, whereupon such
retiring or removed Secured Party shall be discharged from its duties and
obligations under this Agreement.  After
any retiring or removed Agents resignation or removal hereunder as Secured
Party, the provisions of this Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it under this Agreement while it was
Secured Party hereunder.  SECTION 16.         Amendments: Etc.  No amendment or waiver of any provision of
this Agreement, or consent to any departure by Pledgor here from, shall in any
event be effective unless the same shall be in writing and signed by Secured
Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.  7 
   SECTION 17.         Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telexed or sent by
telefacsimile or United States mail or courier service and shall be deemed to
have been given when delivered in person or by courier service, upon receipt of
telefacsimile or telex by 5:00 P.M (Pacific Time) on a Business Day, or three
Business Days after depositing it in the United States mail with postage
prepaid and properly addressed; provided that notices to Secured Party shall not
be effective until received.  For the
purposes hereof, the address of each party hereto shall be as set forth under
such partys name on the signature pages hereof or, as to either party, such
other address as shall be designated by such party in a written notice
delivered to the other party hereto.  SECTION 18.         Failure or Indulgence Not Waiver;
Remedies Cumulative.  No failure or
delay on the part of Secured Party in the exercise of any power, right or
privilege hereunder shall impair such power, right or privilege or be construed
to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude any other or
further exercise thereof or of any other power, right or privilege.  All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.  SECTION 19.         Severability.  In case any provision in or obligation under
this Agreement shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.  SECTION 20.         Headings.  Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.  SECTION 21.         Governing Law: Terms.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE
EXTENT THAT THE CODE PROVIDES THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF
A JURISDICTION OTHER THAN THE STATE OF NEVADA. Capitalized terms defined in the
Credit Agreement but not otherwise defined herein shall have the meanings set
forth in the Credit Agreement. 
Capitalized terms defined in Articles 8 and 9 of the Uniform Commercial
Code as enacted in the State of Nevada but not otherwise defined herein or in
the Credit Agreement shall have the meanings set forth in Articles 8 and 9 of
the Uniform Commercial Code as enacted in the State of Nevada.  SECTION 22.         Consent to Jurisdiction and Service
of Process.  ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT PLEDGOR ACCEPTS  8 
   FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT.  Pledgor hereby
agrees that service of all process in any such proceeding in any such court may
be made by registered or certified mail, return receipt requested, to Pledgor
at its address provided in Section 17, such service being hereby acknowledged
by Pledgor to be sufficient for personal jurisdiction in any action against
Pledgor in any such court and to be otherwise effective and binding service in
every respect.  Nothing herein shall
affect the right to serve process in any other manner permitted by law.  SECTION 23.         Waiver of Jury Trial. PLEDGOR
AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT.  The scope of this waiver is
intended to be allencompassing of any and all disputes that may be filed
in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims.  Pledgor and Secured Party each acknowledge
that this waiver is a material inducement for Pledgor and Secured Party to
enter into a business relationship, that Pledgor and Secured Party have already
relied on this waiver in entering into this Agreement and that each will
continue to rely on this waiver in their related future dealings.  Pledgor and Secured Party further warrant
and represent that each has reviewed this waiver with its legal counsel, and
that each knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel.  THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT.  In
the event of litigation, this Agreement may be filed as a written consent to a
trial by the court.  SECTION 24.         Intercreditor Agreement.  In the event of any conflict or
inconsistency between this Agreement and the Intercreditor Agreement the
provisions of the Intercreditor Agreement shall govern.  SECTION 25.         Counterparts.  This Agreement may be executed in one or
more counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument, signature pages may be detached from multiple separate counterparts
and attached to a single counterpart so that all signature pages are physically
attached to the same document.  9 
   IN WITNESS
WHEREOF, Pledgor and Secured Party have caused this Agreement to be duty
executed and delivered by their respective officers thereunto duly authorized
as of the date first written above.  CIRCUS AND
  ELDORADO JOINT VENTUREa Nevada
  general partnership, as PledgorBy:
  /s/ Gary
  CaranoGary CaranoChief
  Executive OfficerNotice
  Address:
  Silver
  Legacy Resort Casino407 North
  Virginia StreetReno, Nevada
  89501With copies
  to:
  Yvette
  Landau, EsquireVice
  President, General Counsel andSecretaryMandalay
  Resort Group3950 Las
  Vegas Boulevard SouthLas Vegas,
  Nevada 89119Telephone:
  (702)
  632-6720Fax:
  (702)
  632-6723And:
  John
  Frankovich, EsquireMcDonald
  Carano Law Firm241 Ridge
  Street, 4th FloorReno, Nevada
  89501Telephone:
  (775)
  788-2000Fax:
  (775)
  788-2020  S-1 
   BANK OF
  AMERICA, N.A., as Secured PartyBy:
  /s/ Janice
  HammondTitle:
  Vice
  PresidentNotice
  Address:555 South
  Flower Street, 17th FloorLos Angeles,
  California 90071Attention:
  Janice
  Hammond, Vice President  S-2