EXHIBIT
10.9.7  RECORDING REQUESTED BY:
  
  APN Number:
  
  007-291-25AND WHEN RECORDED MAIL TO:
  
  
  
  007-293-19Sheppard, Mullin, Richter &
  Hampton, LLP333 South Hope Street, 48th Floor
  Los Angeles, California 90071
  Attention: William M. Scott, IV, Esq.  SECOND
AMENDED AND RESTATED ASSIGNMENT OF RENTS AND REVENUES
 THIS
SECOND AMENDED AND RESTATED ASSIGNMENT OF RENTS AND REVENUES
(this Assignment) is made and
entered into as of February 26, but effective as of March 5, 2002, by and
between CIRCUS AND ELDORADO JOINT  VENTURE, a Nevada general partnership
(Assignor), and BANK OF AMERICA N.A.,
as Agent Bank on behalf of itself and each of the Lenders (as defined in the
Second Amended and Restated Credit Agreement described below) (Agent Bank),
with reference to the following Recitals:  RECITALS  A.            Assignor is the owner of that
certain real property situated in the County of Washoe, State of Nevada, that
is more particularly described on Exhibit A affixed hereto and by this
reference incorporated herein and made a part hereof (the Real  Property).  B.            Assignor entered into a Credit
Agreement dated as of May 30, 1995 in favor of First Interstate Bank of Nevada,
N.A., as Administrative Agent and in favor of the Lenders and Co-Agents
referred to therein (the Original Credit Agreement) pursuant to which an
Assignment of Rents and Revenues was executed and delivered with respect to the
Real Property, which Assignment of Rents Revenues was recorded in the Official
Records of Washoe County, Nevada, on May 31, 1995 in Book 4312, Page 814,
as Instrument 1837111.  C.            Assignor entered into an Amended and
Restated Credit Agreement dated as of September 9, 1996 in favor of Wells
Fargo Bank, N.A., as Agent, and in favor of the lenders, co-agents, and managing
agents referred to therein (the Amended and Restated Credit Agreement)
pursuant to which an Amended and Restated Assignment of Rents and Revenues was
executed and delivered with respect to the Real Property ( the Existing
Assignment of Rents).  
   D.Assignor
entered into an Amended and Restated Credit Agreement dated as of September 9,
1996 in favor of Administrative Agent (under its former name, Bank of America
National Trust and Savings Association), as Agent, and in favor of the lenders,
co-agents, and managing agents referred to therein (the Existing Credit
Agreement) pursuant to which an Amended and Restated Assignment of Rents and
Revenues was executed and delivered with respect to the Real Property ( the
Existing Assignment of Rents).  E.             Assignor, the Lenders named
therein, and Administrative Agent, 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 the
Credit Agreement) to amend and restate the Existing Credit Agreement as set
forth therein.  F.             Pursuant to the Credit Agreement
and subject to the terms and conditions specified therein, Lenders have agreed
to provide the Revolving Loans and Term Loans to Assignor in an aggregate
amount not to exceed Forty Million Dollars ($40,000,000.00) as reduced from
time to time in accordance with the terms and conditions of the Credit Agreement
and the Notes.  It is a condition of the
Revolving Loans and Term Loans that all of Assignors right, title and interest
in and to all rents, issues, profits, products, earnings, income, royalties,
proceeds, payments and revenues, including, without limitation, rentals,
revenues, receipts, payments, income and deposits of any nature whatsoever now
and in the future derived from or received with respect to hotel rooms, banquet
facilities, convention facilities, retail premises, bars, restaurants, casinos
and any other facilities, relating to or derived from the Real Property or from
leases, subleases, licenses, concessions, franchises or other use or occupancy
agreements covering any of the Real Property (collectively, the Rents and Revenues), be assigned to Agent
Bank upon the terms and conditions set forth hereinbelow.  NOW,
THEREFORE, in consideration of the Revolving Loans and Term
Loans, Assignor hereby absolutely and irrevocably grants, sells, assigns,
transfers and sets over to Agent Bank all of the right, title and interest of
Assignor in and to the Rents and Revenues as follows:  1.             Assignor has granted, sold,
assigned, transferred and set over, and by these presents does hereby grant,
sell, assign, transfer and set over unto Agent Bank, its successors and
assigns, all of Assignors right, title and interest in and to the Rents and
Revenues, together with all rights, interests and privileges which Assignor has
or may have to receive and collect the Rents and Revenues, including, without
limitation, the present and continuing right with full power and authority in
its own name and in the name of Assignor or otherwise to make, claim for,
enforce, collect, receive and receipt for any and all of such Rents and
Revenues and to do any and all  2 
   things which Assignor is or may become entitled for the collection of
the Rents and Revenues.  2.             The acceptance of this Assignment
and the payment of any Rents and Revenues hereby assigned shall not constitute a
waiver of any rights of Agent Bank or any of the Lenders under the terms of the
Credit Agreement or any other Loan Documents for the benefit of Agent Bank or
any of the Lenders.  3.             It is understood and agreed that
Assignor reserves, for so long as there shall exist no Event of Default under
the Credit Agreement, the Notes or the Loan Documents, or any default or event
of default under or with respect to any interest rate swap agreements, currency
swap agreements, and similar hedging arrangements, interest rate swaps, caps
and/or collar agreements entered into with any Lender which is party to the
Credit Agreement (Interest Rate Agreements), a revocable license to collect
the Rents and Revenues as they become due, but not prior to accrual, and to
remit the same in accordance with the Credit Agreement.  Upon the occurrence of an Event of Default
under the Credit Agreement, the Notes or other Loan Documents, including an
Event of Default with respect to any Interest Rate Agreement, such license
reserved to Assignor shall be immediately revoked without further demand or
notice and Agent Bank thereafter will have the right, but not the obligation
to: (i) demand payment of the Rents and Revenues from the appropriate party,
(ii) give notice that further payment of Rents and Revenues are to be made
as directed by Agent Bank, and (iii) settle, compromise, bring suit in
respect to Rents and Revenues or otherwise deal with the person owing such
Rents and Revenues, either in the name of Assignor or its own name.  If any Rents and Revenues are collected by
Assignor in violation of this Assignment, such Rents and Revenues shall be held
in trust for the benefit of Agent Bank on behalf of the Lenders.  Any such Rents and Revenues which are
actually collected by Agent Bank and not held by a receiver or other third
party shall be applied to Assignors obligations under the Credit Agreement in
the same order set forth by Section 8 of the Credit Agreement for funds
deposited in the Cash Collateral Account. 
Agent Bank hereby agrees that, upon Assignors cure of any Event of
Default not relating to the payment of money, Agent Bank will reinstate
Assignors license to collect the Rents and Revenues.  4.             Neither Agent Bank nor any of the
Lenders shall be obligated to perform or discharge any obligation or duty to be
performed or discharged by Assignor relating to the Rents and Revenues or the
Real Property, and Assignor hereby agrees to indemnify Agent Bank and each of
the Lenders for, and to save them harmless from, any and all liability arising
from the Rents and Revenues, from this Assignment, or from the management,
operation and repair of the Real Property, and this Assignment shall not place
responsibility for the control, care, management, operation or repair of the
Real Property upon Agent Bank or any of the Lenders, or make Agent Bank or any
of the Lenders responsible or liable for any negligence in the management,
operation, upkeep, repair or control of the Real Property resulting in loss or
injury or death to any tenant, guest, licensee, employee or stranger (provided
that  3 
   this Section 4 shall not act to
relieve Agent Bank from liability resulting from the gross negligence or
willful misconduct of Agent Bank).  5.             Assignor agrees that this
Assignment and the designation and directions herein set forth are irrevocable
and that Assignor will not, while this Assignment or such designation and
directions are in effect or thereafter so long as any obligation of Assignor
under the Credit Agreement remains unsatisfied or the Lenders have any
obligation, whether contingent or otherwise, to advance any funds under the
Credit Agreement, make any other assignment, designation or direction
inconsistent herewith, and that any assignment, designation or direction
inconsistent herewith shall be void. 
Assignor will from time to time, upon the request of Agent Bank, execute
all instruments of further assurance and all such supplemental instruments as
Agent Bank may specify.  6.             No action or inaction on the part
of Agent Bank or any of the Lenders shall constitute an assumption on the part
of Agent Bank or any of the Lenders of any obligations or duties relating to
the Rents and Revenues.  No action or
inaction on the part of Assignor shall adversely affect or limit in any way the
rights of Agent Bank under this Assignment or, through this Assignment, to the
Rents and Revenues.  7.             Assignor covenants and represents
that, except for an assignment made by Assignor in favor of Mandalay Resort Group
(under its former name, Circus Circus Enterprises, Inc.) pursuant to a
Construction Deed of Trust dated November 24, 1997 (which assignment is,
pursuant to a Subordination and Debt Put Agreement dated November 24, 1997
among Assignor, Assignee and Mandalay Resort Group (under its former name,
Circus Circus Enterprises, Inc.), subject and subordinate to the assignment in
favor of Assignor made pursuant to this Assignment), no other assignments of
its interests in the Rents and Revenues have been made.  8.             The full performance of the terms
contained in the Credit Agreement and the Notes and the duly recorded
reconveyance of the Deed of Trust shall render this Assignment void.  Upon such reconveyance, the Agent Bank, at
the request and the expense of Assignor, will deliver either an instrument
canceling this Assignment or assigning the rights of the Agent Bank hereunder,
as Assignor shall direct.  9.             This Assignment applies to and
binds the parties hereto and their respective heirs, administrators, executors,
successors and assigns.  This Assignment
may not be modified or terminated orally.  10.          Nothing contained in this Assignment
and no act done or omitted by Agent Bank or any of the Lenders pursuant to its
terms shall be deemed a waiver by Agent Bank or any of the Lenders of any
rights or remedies under the Loan Documents, and this Assignment is made and
accepted without prejudice to any rights or remedies possessed by Agent Bank or
any of the Lenders under the terms of the  4 
   Loan Documents.  The right of
the Lenders to collect the Indebtedness, and to enforce any security for the
Indebtedness,  may be exercised by Agent
Bank or any of the Lenders prior to, simultaneous with, or subsequent to any
action taken under this Assignment.  11.          Assignor and Agent Bank intend that
this Assignment shall be a present, absolute and unconditional assignment from
Assignor to Agent Bank and not merely the passing of a security interest and,
immediately upon execution, subject to the license granted above, this
Assignment gives Agent Bank the right (but not the obligation) to collect the
Rents and Revenues and to apply them in payment of the principal and interest
and all other sums payable under the Loan Documents.  Assignor and Assignee further agree that, during the term of this
Assignment, the Rents and Revenues will not constitute property of Assignor (or
of any estate of Assignor) within the meaning of 11 U.S.C. §541, as
amended from time to time.  Nothing
contained herein, nor any collection of Rents and Revenues by Agent Bank or any
of the Lenders or by a receiver, shall be construed to make Agent Bank or any
of the Lenders a mortgagee-in-possession of the Real Property.  12.          The parties hereto acknowledge that
prior to Agent Bank or any of the Lenders obtaining gaming revenues as a part
of Rents and Revenues, prior approval of the Gaming Board may be required.  13.          THIS ASSIGNMENT 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.  14.          ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ASSIGNOR ARISING OUT OF OR RELATING TO THIS ASSIGNMENT MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEVADA,
AND BY EXECUTION AND DELIVERY OF THIS ASSIGNMENT ASSIGNOR ACCEPTS 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 ASSIGNMENT. 
Assignor 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 Assignor at its address provided in subsection 10.8
of the Credit Agreement, such service being hereby acknowledged by Assignor to
be sufficient for personal jurisdiction in any action against Assignor 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.  5 
   15.          ASSIGNOR AND ASSIGNEE 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 ASSIGNMENT. 
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 Assignment, including without limitation contract claims, tort
claims, breach of duty claims and all other common law and statutory
claims.  Each party hereto acknowledges
that this waiver is a material inducement to enter into a business
relationship, that each has already relied on this waiver in entering into this
Assignment, and that each will continue to rely on this waiver in their related
future dealings.  Each party hereto
further warrants and represents that it has reviewed this waiver with its legal
counsel and that it 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 ASSIGNMENT.  In the event of litigation, this Assignment
may be filed as a written consent to a trial by the court.  16.          This Assignment may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same document with the same effect as if all
parties had signed the same signature page. 
Any signature page and acknowledgment page of this Assignment may be
detached from any counterpart of this Assignment and reattached to any other
counterpart of this Assignment identical in form hereto but having attached to
it one or more additional signature and acknowledgment pages.  6 
   IN
WITNESS WHEREOF, the parties have caused their duly
authorized representatives to execute this Assignment on the day and year first
above written.  ASSIGNOR:  CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership  By:
  /s/ Gary CaranoGary CaranoChief Executive Officer  7 
   AGENT BANK:  BANK OF AMERICA N.A., as Agent Bank on behalf of itself and each of the Lenders  By:
  /s/ Janice HammondTitle:
  Vice President  8 
   ACKNOWLEDGMENT FOR CIRCUS AND
ELDORADO JOINT VENTURE:  STATE OF NEVADA
  )) ssCOUNTY OF Washoe
  )  This instrument was acknowledged before me on Feb 26,
2002, by Gary Carano as Chief Executive Officer of CIRCUS AND ELDORADO JOINT
VENTURE.  /s/ Kerri LaFerriereNotary Public  9 
   ACKNOWLEDGMENT FOR BANK OF AMERICA
N.A., as Agent  State of California
  )) ssCounty of Los Angeles
  )  On March 1, 2002 before me, Carla R. Witt, Notary Public,
personally appeared Janice Hammond,        ý        personally known to me or           proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.  WITNESS my hand and official seal.  /s/ Carla R. Witt  10 
   EXHIBIT A  Legal
Description of Real Property  THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF WASHOE, STATE
OF NEVADA, AND IS DESCRIBED AS FOLLOWS:  PARCEL 1:  Beginning at the intersection of the Southern line of
West Fifth Street with the Western line of North Virginia Street; thence
Southerly along said Western line of North Virginia Street, 88.00 feet; thence
Westerly parallel with the Northern line of West Fourth Street 140.00 feet to
the Eastern line of alley; thence Northerly along the last mentioned line 88.00
feet to said Southern line of West Fifth Street; thence Easterly along said
Southern line of West Fifth Street, 140.00 feet to the point of beginning.  PARCEL 2:  Beginning at the intersection of the West line of
North Virginia Street with the North line of Lot 10 in Block B of ORIGINAL
TOWN, NOW CITY OF RENO, according to the map thereof, filed in the office of
the County Recorder of Washoe County, State of Nevada, on June 27,  1871; 
thence Northerly along the Westerly line of North Virginia Street, 12
feet, more or less, to the Southeast corner of the parcel of land described in
the deed to Ivanhoe Corporation of record in Book 453, File No. 278019, Deed
Records; thence Westerly along the Southern line of said Ivanhoe Corporation
parcel 140 feet to the Easterly line of an alley; thence Southerly along the
last mentioned line, 12 feet, more or less, to the Northwest corner of said Lot
10; thence Easterly to the point of beginning.  PARCEL 3:  Lots 10, 11, 12 and the North 13 feet of Lot 13 in
Block B of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof,
filed in the office of the County Recorder of Washoe County, State of Nevada,
on June 27, 1871.  PARCEL 4:  The Northerly 9.25 feet of Lot 3 and all of Lots 4, 5,
6, 7 and 8 in Block B of ORIGINAL TOWN, NOW CITY OF RENO, according to the
map thereof, filed in the office of the County Recorder of Washoe County, State
of Nevada, on June 27, 1871.  ALSO a parcel of land bounded on the South by the
Southern line of the 40 foot alley as laid out on the map of the Town, now City
of Reno, in said Block B,  A-1 
   bounded on the West by the Eastern line of North
Sierra Street, bounded on the North by the Southern line of West Fifth Street
and bounded on the East by the Western line of the 20 foot alley running
Northerly and Southerly through said Block B.  PARCEL 5:  The South 37 feet of Lot 13 in Block B of the
ORIGINAL TOWN, NOW CITY OF RENO, according to the official map thereof, filed
in the office of the County Recorder of Washoe County, State of Nevada, on June
27, 1871.  PARCEL 6:  Lot 14 in Block B of ORIGINAL TOWN, NOW CITY OF RENO,
according to the map thereof, filed in the office of the County Recorder of
Washoe County, State of Nevada, on June 27, 1871.  PARCEL 7:  The West forty (40) feet of Lot Fifteen (15) in Block
B fronting forty (40) feet on the North line of Fourth Street, as designated
on the official map of said City of Reno, Nevada, on file and of record in the
office of the County Recorder in and for the said County of Washoe; the
property hereby conveyed being the same property described in a Deed from May
J. A. Nadon and others to Dale V. Clanton, dated November 18, 1920, and filed
for record on the 29th day of November, 
1920,  in the office of the
County Recorder in and for the County of Washoe, and therein recorded in Book
56 of Deeds, at Page 440.  PARCEL 8:  The East 100 feet of Lot 15 in Block B of original
town, now City of Reno, according to the map thereof, filed in the office of
the County Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL 9:  All of Lots 1 and 2, and the South 40.75 feet of Lot 3
in Block B of the ORIGINAL TOWN, NOW CITY OF RENO, according to the map
thereof, filed in the office of the County Recorder of Washoe County, State of
Nevada, on June 27, 1871.  PARCEL 10:  The South 20 feet of Lot 10, and all of Lots 11, 12,
13, 14, 15 and 16, in Block A, of ORIGINAL TOWN, NOW CITY OF RENO, according to
the map thereof, filed  A-2 
   in the office of the County Recorder of Washoe County,
State of Nevada, on June 27, 1871.  TOGETHER WITH the East 1/2 of the North-South alley
running through said Block A, immediately adjoining Lots 11, 12, 13, 14, 15 and
16 on the West,  and more particularly
described in those certain Orders of Abandonment recorded January 19, 1977 in
Book 1044, Page 521 as Document No. 445058, and recorded November 14, 1985 in
Book 2251, Page 933 as Document No. 1034253 of Official Records.  PARCEL 11:  The East 78 feet of Lot 9 and the East 78 feet of the
North 30 feet of Lot 10 in Block A of the ORIGINAL TOWN, NOW CITY OF RENO,
according to the Official Map thereof, filed in the office of the County
Recorder of Washoe County, State of Nevada, on June 27, 1871.  Together with that portion of the vacated alley lying
Southerly of the Southerly line of West Fifth Street and Westerly of the
Westerly line of North Sierra Street adjoining said Lot 9 at its most
Northeasterly corner.  PARCEL 12:  A portion of the Southwest 1/4 of the Northeast 1/4 of
Section 11, Township 19 North, Range 19 East, M.D.B&M., lying and
being in the City of Reno, County of Washoe, State of Nevada, and more
particularly described as follows:  The Westerly 74 feet of Lot 9 and the Westerly 74 feet
of the North 30 feet of Lot 10, all in Block A of the ORIGINAL TOWN, NOW
CITY OF RENO, according to the official map thereof, filed in the office of the
County Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL 13:  BEGINNING at the Northeast corner of Lot 8, Block A,
as shown on the official plat of the town, now City of Reno, Nevada, filed in
the office of the County Recorder of Washoe County, Nevada, on June 27, 1871;
thence Southerly along the Easterly lines of Lots 8 and 7 of said Block A to
the Southeast corner of Lot 7; thence Westerly along the Southerly line of Lot
7 and the Southerly line of Lot 7 projected to its intersection with the
Easterly line of West Street; thence Northerly along the Easterly line of West
Street to the Southerly line of West Fifth Street; thence Easterly along the
Southerly line of West Fifth Street to the point of beginning.  A-3 
   PARCEL 14:  Lots 1, 2, 3, 4, 5, 6, in Block A, of ORIGINAL TOWN,
NOW CITY OF RENO, according to the map thereof, filed in the office of the
County Recorder of Washoe County, State of Nevada, on June 27, 1871,
together with that parcel immediately adjoining Lots 5 and 6 on the West, that
is more particularly described as follows:  BEGINNING at the Northeasterly corner of Lot 6, in
Block A of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof, filed
in the office of the County Recorder of Washoe County, State of Nevada, on June
27, 1871; thence Southerly along the Easterly line of said Lots 5 and 6, in
Block A, 100 feet to the Southeasterly corner thereof; thence Westerly
along the Southerly line of said Lot 5 and the Southerly line of Lot 5 extended
Westerly to the Easterly line of West Street, as now located in the City of
Reno, a distance of 140 feet; thence Northerly along the Easterly line of West
Street 100 feet to a point which would be intersected by a line extended
Westerly from the Northeasterly corner of said Lot 6 and along the Northerly
line of said Lot 6; thence Easterly and along said line and the Northerly line
of said Lot 6, a distance of 140 feet to the Northeasterly corner of said
Lot 6, the point of beginning; said premises being Lots 5 and 6 in Block A of
the TOWN OF RENO, according to the map above mentioned, and that portion of the
40 foot alley around the Town of Reno, according to the map above mentioned,
lying Westerly of Lots 5 and 6 and East of the East line of West Street, as now
located and between the Northerly and Southerly line of said Lots 5 and 6 if
said lines were extended Westerly to the Easterly line of West Street as now
located.  TOGETHER WITH the West one-half of the North-South
alley running through said Block A, immediately adjoining said LOTS 1, 2, 3, 4,
5 and 6 on the East, and more particularly described in those certain Orders of
Abandonment recorded January 19, 1977 in Book 1044, Page 521 as Document
No. 445058, and recorded on November 14, 1985 in Book 2251, Page 533 as
Document No. 1034253, Official Records, Washoe County, State of Nevada.  PARCEL 15:  All that certain 20.0 ft. wide alley connecting West
Fourth Street with West Fifth Street, Reno, Nevada, lying within Block B of the
original Town, now City of Reno, according to the map thereof, filed in the
Office of the Washoe County Recorder on June 27, 1871, and within Block B of
the Evans North Addition, according to the map thereof, filed in the office of
the Washoe County Recorder on December 16, 1879.  A-4 
   PARCEL 16:  All that certain 20.0 ft. wide alley lying between
Lots 7, 8, 9 and 10 of Block A of the Original Town, now City of Reno,
according to the map thereof, filed in the office of the Washoe County Recorder
on June 27, 1871.  PARCEL 17: (Air Rights Only)  All that certain piece or parcel of land located
within a portion of the Northeast 1/4 of Section 11, Township 19 North, Range
19 East, M.D.B.&M. more particularly described as follows:  That certain air space located above Sierra Street
commencing at an elevation of 4,521 and extending vertically 32 feet to an
elevation of 4,553 feet, which height is measured from the finished floor
elevation of the Silver Legacy Casino at 4,503 feet, and located directly over
that certain parcel of real property described as follows:  Commencing at the Southwest corner of Block B Reno
Townsite as shown on Record-of-Survey 2665, recorded January 27, 1994,  thence North 13°4848 West 97.13 feet to the True
Point of Beginning  thence North 13°4848 West 223.17 feet  thence South 76°1112 West 80.00 feet  thence South 13°4848 East 223.17 feet  thence North 76°1112 East 80.00 feet to the True
Point of Beginning  PARCEL 18: (Subterranean Rights
Only)  All that certain piece or parcel of land located
within a portion of the Northeast 1/4 of Section 11, Township 19 North, Range
19 East, M.D.B.&M. more particularly described as follows:  That certain subterranean space located beneath Sierra
Street commencing at an elevation of 4,480 and extending vertically 20 feet to
an elevation of 4,500 feet, which height is measured from the finished floor
elevation of the Silver Legacy Casino at 4,503 feet,  and located directly below that certain parcel of real property
described as follows:  Commencing at the Southwest corner of Block B Reno
Townsite as shown on Record-of-Survey 2665, recorded January 27, 1994,  A-5 
   thence North 13°4848 West 181.05 feet to the True
Point of Beginning  thence North 13°4848 West 24.33 feet  thence South 76°1112 West 80.00 feet  thence South 13°4848 East 24.33 feet  thence North 76°1112 East 80.00 feet to the True
Point of Beginning  EXCEPTING THEREFROM the above Parcels 1 through 18,
all those certain parcels as conveyed to THE CITY OF RENO, a Nevada municipal
corporation, by Deed of Dedication recorded March 9, 1995 in Book 4259, Page
956 as Document No. 1876631 of Official Records, and as amended by Deed of
Dedication recorded May 5, 1995 in Book 4297, Page 667 as Document No. 1891266
of Official Records.  PARCEL 19:  Together with the reciprocal easement rights, as
contained in those certain Bridge Easements dated May 25, 1995 by and between
CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership and CIRCUS
CIRCUS CASINO, INC., a Nevada corporation and ELDORADO HOTEL ASSOCIATES LIMITED
PARTNERSHIP, a Nevada limited partnership, recorded May 31, 1995 as Document
Numbers 1897109 and 1897108 Official Records, Washoe County, Nevada.  A-6