EXHIBIT 10.9.3  GUARANTY  This GUARANTY (this Guaranty), dated as of March 5, 2002, is made by
Silver Legacy Capital Corp., a Nevada corporation (Guarantor), in favor of
Bank of America, N.A., as Administrative Agent (the Administrative Agent)
under the Credit Agreement referred to below, and each of the lenders that are
party to such Credit Agreement (each a Lender and collectively, the
Lenders), with reference to the following facts:  RECITALS  1.             Pursuant
to that certain Second Amended and Restated Credit Agreement dated as of March
5, 2002 entered into among Circus and Eldorado Joint Venture, a Nevada general
partnership (the Borrower), the Lenders and the Administrative Agent (such
Second Amended and Restated Credit Agreement, as it may hereafter be amended,
extended, renewed, supplemented, or otherwise modified from time to time, being
the Credit Agreement), the Lenders are providing Borrower with certain credit
facilities.  2.             As
a condition to the availability of such credit facilities, Guarantor is
required to enter into this Guaranty and to guaranty the Guarantied Obligations
as hereinafter provided.  3.             Guarantor expects to realize direct and
indirect benefits as the result of the availability of the aforementioned
credit facilities to Borrower, as the result of financial or business support
which will be provided to Guarantor by Borrower.  AGREEMENT  NOW, THEREFORE, in order to
induce the Creditors to extend the aforementioned credit facilities, and for
other good and valuable consideration, the receipt and adequacy of which hereby
are acknowledged, Guarantor hereby represents, warrants, covenants, agrees and
guaranties as follows:  2.             Definitions.  This Guaranty is the Guaranty referred to in
the Credit Agreement and is one of the Loan Documents.  Terms defined in the Credit Agreement and
not otherwise defined in this Guaranty shall have the meanings given those
terms in the Credit Agreement when used herein and such definitions are
incorporated herein as though set forth in full.  In addition, as used herein, the following terms shall have the
meanings respectively set forth after each:  Creditors means the
Administrative Agent (acting as the Administrative Agent and/or on behalf of
the Lenders), and the Lenders, and each of them, and any one or more of them,
together with their successors and assigns. 
Subject to the terms of the Credit Agreement, any right, remedy,
privilege or power of Creditor may be exercised by the Administrative Agent, or
by the Requisite Lenders, or by any Lender acting with the consent of the
Requisite Lenders.  Guaranty means this
Guaranty, and any extensions, modifications, renewals, restatements,
reaffirmations, supplements or amendments hereof.  
   Guarantied Obligations
means all Obligations at any time and from time to time owing to any one or
more of the Creditors and arising under one or more of the Loan Documents
whether due or to become due, matured or unmatured, liquidated or unliquidated,
or contingent or non-contingent, including obligations of performance as
well as obligations of payment, and including interest that accrues
after the commencement of any bankruptcy or insolvency proceeding by or against
Borrower, Guarantor or any other Person.  3.             Guaranty
of Guarantied Obligations. 
Guarantor hereby irrevocably and unconditionally guaranties and promises
to pay and perform on demand the Guarantied Obligations and each and every one
of them, including all amendments, modifications, supplements, renewals
or extensions of any of them, whether such amendments, modifications,
supplements, renewals or extensions are evidenced by new or additional
instruments, documents or agreements or change the rate of interest on any
Guarantied Obligation or the security therefor, or otherwise.  4.             Nature
of Guaranty.  This Guaranty is
irrevocable and continuing in nature and relates to any Guarantied Obligations
now existing or hereafter arising.  This
Guaranty is a guaranty of prompt and punctual payment and performance and is
not merely a guaranty of collection.  5.             Relationship
to Other Agreements.  Nothing herein
shall in any way modify or limit the effect of terms or conditions set forth in
any other document, instrument or agreement executed by Guarantor or in
connection with the Guarantied Obligations, but each and every term and
condition hereof shall be in addition thereto. 
All provisions contained in the Credit Agreement or any other Loan
Document that apply to Loan Documents generally are fully applicable to this Guaranty
and are incorporated herein by this reference.  6.             Subordination
of Indebtedness of Borrower to Guarantor to the Guarantied Obligations.  Guarantor agrees that:  (1)           Any indebtedness of Borrower now or hereafter owed to
Guarantor hereby is subordinated to the Guarantied Obligations.  (2)           If the Creditors so request, upon the occurrence and
during the continuance of any Event of Default, any such indebtedness of
Borrower now or hereafter owed to Guarantor shall be collected, enforced and
received by Guarantor as trustee for the Creditors and shall be paid over to
the Creditors in kind on account of the Guarantied Obligations, but without
reducing or affecting in any manner the obligations of Guarantor under the
other provisions of this Guaranty.  7.             Statutes
of Limitations and Other Laws.  Until
the Guarantied Obligations shall have been paid and performed in full, all the
rights, privileges, powers and remedies granted to the Creditors hereunder
shall continue to exist and may be exercised by the Creditors at any time and
from time to time irrespective of the fact that any of the Guarantied
Obligations may have become barred by any statute of limitations.  Guarantor expressly waives the benefit of
any and all statutes of limitation, and any and all laws providing for
exemption of property from execution or for evaluation and appraisal upon
foreclosure, to the maximum extent permitted by applicable laws.  2 
   8.             Waivers
and Consents.  Guarantor
acknowledges that this Guaranty may support obligations of Persons other than
Guarantor and, in full recognition of that fact, Guarantor consents and agrees
that the Creditors may, at any time and from time to time, without notice or
demand, and without affecting the enforceability or security hereof:  (1)           supplement, modify, amend, extend, renew, or otherwise
change the time for payment or the terms of the Guarantied Obligations or any
part thereof, including any increase or decrease of the rate(s) of interest
thereon;  (2)           supplement, modify, amend or waive, or enter into or give
any agreement, approval or consent with respect to, the Guarantied Obligations
or any part thereof or any of the Loan Documents or any additional security or
guaranties, or any condition, covenant, default, remedy, right, representation
or term thereof or thereunder;  (3)           accept new or additional instruments, documents or
agreements in exchange for or relative to any of the Loan Documents or the
Guarantied Obligations or any part thereof;  (4)           accept partial payments on the Guarantied Obligations;  (5)           receive and hold additional security or guaranties for the
Guarantied Obligations or any part thereof;  (6)           release, reconvey, terminate, waive, abandon, subordinate,
exchange, substitute, transfer and enforce any security or guaranties, and
apply any security and direct the order or manner of sale thereof as the
Creditors in the exercise of their commercial discretion may determine;  (7)           release any Person or any guarantor from any personal
liability with respect to the Guarantied Obligations or any part thereof;  (8)           settle, release on terms satisfactory to the Creditors or
by operation of applicable laws or otherwise liquidate or enforce any
Guarantied Obligations and any security or guaranty therefor in any manner,
consent to the transfer of any security and bid and purchase at any sale; and  (9)           consent to the merger, change or any other restructuring
or termination of the existence of Borrower or any other Person, and
correspondingly restructure the Guarantied Obligations, and any such merger,
change, restructuring or termination shall not affect the liability of
Guarantor or the continuing existence of any Liens hereunder, under any other
Loan Document to which Guarantor is a party or the enforceability hereof or
thereof with respect to all or any part of the Guarantied Obligations.  Upon the occurrence of and
during the continuance of any Event of Default, the Creditors may enforce this
Guaranty independently as to Guarantor and independently of any other remedy or
security the Creditors at any time may have or hold in connection with the
Guarantied Obligations, and it shall not be necessary for the Creditors to
marshal assets in favor  3 
   of Guarantor, Borrower or any other Person or
to proceed upon or against and/or exhaust any other security or remedy before
proceeding to enforce this Guaranty. 
Guarantor expressly waives any right to require the Creditors to marshal
assets in favor of Guarantor, Borrower or any other Person or to proceed
against any other Person or any collateral provided by any other Person, and
agrees that the Creditors may proceed against any Person and/or collateral in
such order as they shall determine in their sole and absolute discretion.  The Creditors may file a separate action or
actions against Guarantor, whether action is brought or prosecuted with respect
to any other security or against Borrower or any other Person, or whether any
other Person is joined in any such action or actions.  Guarantor agrees that the Creditors, Borrower and any other
Person may deal with each other in connection with the Guarantied Obligations
or otherwise, or alter any contracts or agreements now or hereafter existing
between any of them, in any manner whatsoever, all without in any way altering
or affecting this Guaranty.  The
Creditors rights hereunder shall be reinstated and revived, and the
enforceability of this Guaranty shall continue, with respect to any amount at
any time paid on account of the Guarantied Obligations which thereafter shall
be required to be restored or returned by the Creditors upon the bankruptcy,
insolvency or reorganization of Borrower, Guarantor or any other Person, or
otherwise, all as though such amount had not been paid.  The enforce ability of this Guaranty at all
times shall remain effective to guarantee payment and performance of the full
amount of all the Guarantied Obligations including, without limitation, the
amount of all loans and interest thereon at the rates provided for in the
Credit Agreement, even though the Guarantied Obligations, including any part
thereof or any other security or guaranty therefor, may be or hereafter may
become invalid or otherwise unenforceable as against Borrower or any other
Person and whether or not Borrower or any other Person shall have any personal
liability with respect thereto. 
Guarantor expressly waives any and all defenses now or hereafter arising
or asserted by reason of (a) any disability or other defense of Borrower or any
other Person with respect to the Guarantied Obligations, (b) the
unenforceability or invalidity of any security or guaranty for the Guarantied
Obligations or the lack of perfection or continuing perfection or failure of
priority of any security for the Guarantied Obligations, (c) the cessation for
any cause whatsoever of the liability of Borrower or any other Person (other
than by reason of the full payment and performance of all Guarantied
Obligations), (d) any failure of any Creditor to marshal assets in favor of
Guarantor or any other Person, (e) except as otherwise required by law or as
provided in this Agreement, any failure of any Creditor to give notice of sale
or other disposition of collateral to Guarantor or any other Person or any
defect in any notice that may be given in connection with any sale or
disposition of collateral, (f) except as otherwise required by law or as
provided in this Agreement, any failure of any Creditor to comply with
applicable laws in connection with the sale or other disposition of any
collateral or other security for any Guarantied Obligation, including without
limitation any failure of any Creditor to conduct a commercially reasonable
sale or other disposition of any collateral or other security for any
Guarantied Obligation, (g) any act or omission of any Creditor or others that
directly or indirectly results in or aids the discharge or release of Borrower,
Guarantor or any other Person or the Guarantied Obligations or any other
security or guaranty therefor by operation of law or otherwise, (h) any law
which provides that the obligation of a surety or guarantor must neither be
larger in amount nor in other respects more burdensome than that of the
principal or which reduces a suretys or guarantors obligation in proportion
to the principal obligation, (i) any failure of any Creditor to file or enforce
a claim in any bankruptcy or other proceeding with respect to any Person, (j)
the election by any Creditor, in any bankruptcy proceeding of any Person, of
the  4 
   application
or nonapplication of Section 1111(b)(2) of the United States
Bankruptcy Code, (k) any extension of credit or the grant of any Liens
under Section 364 of the United States Bankruptcy Code, (l) any use
of cash collateral under Section 363 of the United States Bankruptcy Code,
(m) any agreement or stipulation with respect to the provision of adequate
protection in any bankruptcy proceeding of any Person, (n) the avoidance
of any Liens in favor of any Creditor for any reason, (o) any bankruptcy,
insolvency, reorganization, arrangement, readjustment of debt, liquidation or
dissolution proceeding commenced by or against any Person, including any
discharge of, or bar or stay against collecting, all or any of the Guarantied
Obligations (or any interest thereon) in or as a result of any such proceeding,
or (p) to the extent permitted in paragraph 40.495(2) of the Nevada
Revised Statutes (NRS), the benefits of the one-action rule under NRS
Section 40.430.  9.             Condition
of Borrower.  Guarantor represents
and warrants to the Creditors that Guarantor has established adequate means of
obtaining from Borrower, on a continuing basis, financial and other information
pertaining to the businesses, operations and condition (financial and
otherwise) of Borrower and its property, and Guarantor now is and hereafter
will be completely familiar with the businesses, operations and condition
(financial and otherwise) of Borrower and its property.  Guarantor hereby
expressly waives and relinquishes any duty on the part of any Creditor (should
any such duty exist) to disclose to Guarantor any matter, fact or thing related
to the businesses, operations or condition (financial or otherwise) of Borrower
or its property, whether now known or hereafter known by the Creditors during
the life of this Guaranty.  With respect to any of the Guarantied
Obligations, the Creditors need not inquire into the powers of Borrower or the
officers or employees acting or purporting to act on their behalf, and all
Guarantied Obligations made or created in good faith reliance upon the
professed exercise of such powers shall be binding and enforceable.  10.           Liens
on Real Property.  In the event that
all or any part of the Guarantied Obligations at any time are secured by any
one or more deeds of trust or mortgages or other instruments creating or
granting Liens on any interests in real Property, each Guarantor authorizes the
Creditors, upon the occurrence of and during the continuance of any Event of
Default, at their sole option, without notice or demand and without affecting
any Guarantied Obligations of Guarantor, the enforceability of this Guaranty,
or the validity or enforceability of any Liens of any Creditor on any
Collateral, to foreclose any or all of such deeds of trust or mortgages or
other instruments by judicial or nonjudicial sale.  Guarantor expressly waives all rights and defenses to the
enforcement of this Guaranty or any rights of 
any Creditor created or granted hereby or to the recovery by the
Creditors  against Borrower, any
Guarantor or any other Person liable therefor of any deficiency after a
judicial or nonjudicial foreclosure or sale because all or any part of the
Guarantied Obligations is secured by real Property.  This means, among other things: 
(1) the Creditor may collect from any Guarantor without first
foreclosing on any real or personal Property collateral pledged by the
Borrower; and (2) if the Creditor forecloses on any real Property
collateral pledged by the Borrower: 
(A) the amount of the Guarantied Obligations may be reduced only by
the price for which that collateral is sold at the foreclosure sale, even if
the collateral is worth more than the sale price; and (B) the Creditor may
collect from any Guarantor even if the Creditor, by foreclosing on the real Property
collateral, has destroyed any right any Guarantor may have to collect from the
Borrower.  This is an unconditional and
irrevocable waiver of any rights and defenses Guarantor may have because all or
any part of the Guarantied Obligations is secured by real Property.  Guarantor expressly waives any  5 
   defenses or benefits that may be derived from
California Code of Civil Procedure  580a, 580b, 580d or 726, or
comparable provisions of the laws of any other jurisdiction, including, without
limitation, NRS Section 40.430 and judicial decisions relating thereto,
and NRS Sections 40.451, 40.455, 40.457 and 40.459, and all other
suretyship defenses it otherwise might or would have under California Law or other
applicable law.  Guarantor expressly
waives any right to receive notice of any judicial or nonjudicial foreclosure
or sale of any real Property or interest therein subject to any such deeds of
trust or mortgages or other instruments and Guarantors or any other Persons
failure to receive any such notice shall not impair or affect Guarantors
Obligations or the enforceability of this Guaranty or any rights of any
Creditor created or granted hereby.  11.           Waiver
of Rights of Subrogation. 
Notwithstanding anything to the contrary elsewhere contained herein or
in any other Loan Document to which Guarantor is a Party, Guarantor hereby
expressly waives with respect to Borrower and its successors and assigns (including
any surety) and any other Person which is directly or indirectly a creditor of
Borrower or any surety for Borrower, any and all rights at law or in equity to
subrogation, reimbursement, to exoneration, to contribution (except as
specifically provided in Section 11 below), to setoff or to any other
rights that could accrue to a surety against a principal, to a guarantor or
against a maker or obligor, to an accommodation party against the party
accommodated, or to a holder or transferee against a maker, and which Guarantor
may have or hereafter acquire against Borrower or any other such Person in
connection with or as a result of Guarantors execution, delivery and/or
performance of this Guaranty or any other Loan Document to which Guarantor is a
party.  Guarantor agrees that it shall
not have or assert any such rights against Borrower or its successors and
assigns or any other Person (including any surety) which is directly or
indirectly a creditor of Borrower or any surety for Borrower, either directly
or as an attempted setoff to any action commenced against Guarantor by Borrower
(as borrower or in any other capacity), any Creditor or any other such
Person.  Guarantor hereby acknowledges
and agrees that this waiver is intended to benefit Borrower and the Creditors
and shall not limit or otherwise affect Guarantors liability hereunder, under
any other Loan Document to which Guarantor is a party, or the enforceability
hereof or thereof.  12.           Understandings
With Respect to Waivers and Consents. 
Guarantor warrants and agrees that each of the waivers and consents set
forth herein are made with full knowledge of their significance and
consequences, with the understanding that events giving rise to any defense or
right waived may diminish, destroy or otherwise adversely affect rights which
Guarantor otherwise may have against Borrower, the Creditors or others, or
against any Collateral.  Guarantor
acknowledges that it has either consulted with legal counsel regarding the
effect of this Guaranty and the waivers and consents set forth herein, or has
made an informed decision not to do so. 
If this Guaranty or any of the waivers or consents herein are determined
to be unenforceable under or in violation of applicable law, this Guaranty and
such waivers and consents shall be effective to the maximum extent permitted by
law.  13.           Costs
and Expenses.  Guarantor agrees to
pay to the Creditors all reasonable costs and expenses (including,
without limitation, reasonable attorneys fees and disbursements) actually
incurred by the Creditors in the enforcement or attempted enforcement of this
Guaranty, whether or not an action is filed in connection therewith, and in
connection with any waiver or amendment of any term or provision hereof.  All reasonable advances, charges, costs and
expenses, including reasonable attorneys fees and disbursements
(including the reasonably allocated cost  6 
   of legal counsel employed by the Creditors),
actually incurred or paid by the Creditors in exercising any right, privilege,
power or remedy conferred by this Guaranty, or in the enforcement or attempted
enforcement thereof, shall be subject hereto and shall become a part of the
Guarantied Obligations and shall be paid to the Creditors by Guarantor,
immediately upon demand, together with interest thereon at the per annum rate
then applicable to Base Rate Loans under the Credit Agreement, or the rate of
interest set forth in Section  2.2E of the Credit Agreement if
applicable.  14.           Liability.  The liability of Guarantor hereunder is
independent of any other guaranties at any time in effect with respect to all
or any part of the Guarantied Obligations, and Guarantors liability hereunder
may be enforced regardless of the existence of any such guaranties.  Any termination by or release of guarantor
in whole or in part shall not affect the continuing liability of  Guarantor hereunder, and no notice of any
such termination or release shall be required.  15.           Release
of Guarantor.  This Guaranty and all
Guarantied Obligations of Guarantor hereunder shall be released when all
Obligations of each Party to any Loan Document have been paid in full in Cash
or otherwise performed in full and when no portion of both the Revolving
Commitment and the Term Commitment remains outstanding.  Upon such release of any or all of
Guarantors Guarantied Obligations hereunder, the Administrative Agent shall
endorse, execute, deliver, record and file all instruments and documents, and
do all other acts and things, reasonably required to evidence or document the
release of the Creditors rights arising under this Guaranty, all as reasonably
requested by, and at the sole expense of, Guarantor.  16.           WAIVER
OF JURY TRIAL.  GUARANTOR AND EACH
CREDITOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY, ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS GUARANTY.  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.  Guarantor
and each Creditor 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 Guaranty, and that each will continue to rely on this
waiver in their related future dealings. 
Guarantor and each Creditor 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 GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE THEREUNDER.  In the event of litigation, this Guaranty
may be filed as a written consent to a trial by the court.  17.CONSENT TO JURISDICTION; CHOICE OF FORUM.  ALL JUDICIAL PROCEEDINGS
BROUGHT AGAINST GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR ANY OBLIGATION 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 GUARANTOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF  7 
   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, SUCH OTHER LOAN DOCUMENT OR SUCH OBLIGATION.  Guarantor 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 Guarantor at its address provided
below, such service being hereby acknowledged by Guarantor to be sufficient for
personal jurisdiction in any action against Guarantor 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.  [Remainder of page intentionally left
blank.  Signature page to follow.]  8 
   18.           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.  IN WITNESS WHEREOF,
Guarantor has executed this Guaranty by its duly authorized officer as of the
date first written above.  GuarantorSILVER LEGACY CAPITAL
  CORP.,a Nevada corporationBy:
  /s/ Gary
  CaranoTitle:
  President
  and Chief Executive OfficerAddress for Guarantor:407 North
  Virginia StreetReno, Nevada
  89501Attn: Bruce
  Sexton  9