EXHIBIT 10.9.5  GUARANTOR SECURITY AGREEMENT  This GUARANTOR SECURITY AGREEMENT
(this Agreement) is dated as of
March 5, 2002 and entered into by and between SILVER
LEGACY CAPITAL CORP., a Nevada corporation (Grantor), and BANK OF AMERICA, N.A. (Administrative Agent) 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  A.            Grantor has guaranteed
the obligations of Circus and Eldorado Joint Venture, a Nevada general
partnership (Borrower), pursuant to that certain Second Amended and Restated
Credit Agreement dated as of even date herewith between Borrower, the lenders
named therein, Administrative Agent and the co-agents and managing agents
therein named (the Credit Agreement). 
Capitalized terms used but not defined herein shall have the definitions
set forth in the Credit Agreement.  B.            It is a condition
precedent to the effectiveness of the Credit Agreement and the extensions of
credit by Lenders to Borrower thereunder that Grantor shall have executed this
Agreement to so amend and restate such Existing Agreement, and that Grantor
shall have granted the security interests and undertaken the obligations
contemplated by this Agreement.  C.            Grantor expects to
realize direct and indirect benefits from the execution of this Agreement.  NOW, THEREFORE, in consideration of the premises and in
order to induce Lenders to make Loans and other extensions of credit under the Credit Agreement and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Grantor hereby agrees with Secured Party as follows:  SECTION 1.  Grant of Security. 
Grantor hereby grants to Secured Party a security interest in all of
Grantors right, title and interest in and to the following, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located (the Collateral):  
   (a)           all present and
future chattels, furniture, furnishings, goods, equipment, fixtures and all
other tangible personal property, of whatever kind and nature, including,
without limitation, any machinery, materials, goods and equipment  (including, without limitation, air
conditioning, heating, electrical, lighting, fire fighting and fire prevention,
food and beverage service, laundry, plumbing, refrigeration, security, sound,
signaling, telephone, television, window washing and other equipment and
fixtures, of whatever kind or nature, including generators, transformers,
switching gear, boilers, burners, furnaces, piping, sprinklers, sinks, tubs,
valves, compressors, motors, carts, dumb waiters, elevators and other lifts,
floor coverings, hardware, keys, locks, organs, pianos, planters, railings,
scales, shelving, signs, tools, machinery, molds, dies, drills, presses,
planers, saws, furniture, business fixtures, trade fixtures, electric, gas and
other motor vehicles, uniforms, vacuum cleaners, hotel furniture, furnishings
and equipment, bathroom furniture and furnishings (including towels, bathmats,
hamperettes, shower curtains and other bath linens), beds and bedding
(including mattresses, springs, pillows, bed pads, sheets, blankets,
comforters, spreads and other bed linens and furnishings), bric-a-brac, chairs,
chests, vanities, secretaries, bureaus, chiffonniers, love seats, benches,
costumers, smoking stands, sand jars, desks, dressers, hangings, paintings,
pictures, frames, sculptures, lamps, light bulbs, mirrors, night stands,
ornaments, radios, stereo equipment, sofas, statuary, tables, telephones,
televisions, vases, window coverings, foodstuffs, beverages (including beer,
wine, liquor and other alcoholic beverages), and other consumables (including
soap, shampoo, cleaning supplies and paper goods), cutlery, cooking, baking and
other kitchen utensils and apparatus (including crockery, fryers, grills,
kettles, mixers, pots, pans, pails, racks, steamers and toasters), china and
other dishes, flatware, glassware, hollowware, serving pieces, trays, table
linens, washers, dryers, irons, ironing boards and other ironing equipment,
cables, outlets, plugs, wiring and related apparatus and fixtures, card
readers, cash registers, adding machines, calculators, computers, keyboards,
monitors, printers, printing equipment, envelopes, stationary, posting
machines, blank forms, typewriters, typewriter stands, other office and
accounting equipment and supplies, time stamps, time recorders, bookkeeping
machines, checking machines, payroll machines, computer reservations systems,
equipment used in the operation of casinos (including but not limited to,
gaming devices and associated equipment (as defined in Nevada Revised Statutes
Chapter 463), including but not limited to, slot machines, cards, poker
chips and gaming tables) and all other goods, equipment, furnishings, apparatus
and fixtures and all other tangible personal property used or to be used at or
in connection with, or placed or to be placed in, rooms, halls, lounges,
offices, lobbies, lavatories, basements, cellars, vaults or other portions of
any other building or buildings hereafter constructed or erected thereon,
whether herein enumerated or not, and whether or not contained in any such
building, and which are used or to be used or useful in the operation and  2 
   maintenance thereof, or in any bar, casino, hotel, restaurant, store,
health spa, salon or other business conducted thereon, together with all
replacements and substitutions for any and all personal property in which
Grantor has an interest, and all parts thereof and all accessions thereto (any
and all such equipment, replacements, substitutions, parts and accessions being
the Equipment);  (b)           all present and
future inventory and merchandise in all of its forms including, but not limited
to, (i) all goods held by Grantor for sale or lease or to be furnished under contracts of service or so
leased or furnished, (ii) all raw materials, work in process, finished
goods, and materials used or consumed in the manufacture, packing, shipping,
advertising, selling, leasing, furnishing or production of such inventory or
otherwise used or consumed in Grantors business, (iii) all goods in which
Grantor has an interest in mass or a joint or other interest or right of any
kind, (iv) all goods that are returned to or repossessed by Grantor, and
(v) all packing materials, supplies and containers relating to or used in
connection with any of the foregoing, and all accessions thereto and products
thereof (all such inventory, accessions and products being the Inventory) and all negotiable documents
of title:  (including without limitation
warehouse receipts, dock receipts and bills of lading) issued by any person
covering any of the foregoing (any such negotiable document of title being a Negotiable Document of Title);  (c)           all present and
future accounts, accounts receivable, rentals, revenues, receipts, payments,
and income of any nature whatsoever, including, without limitation, those
derived from or received with respect to hotel rooms, banquet facilities,
convention facilities, retail premises, bars, restaurants, casinos and any
other facilities leased by Grantor (the Facilities), agreements, contracts,
leases, contract rights, payment intangibles, rights to payment, instruments,
documents, chattel paper (whether tangible or electronic), security agreements,
guaranties, undertakings, surety bonds, insurance policies, condemnation
deposits and awards, notes and drafts, securities, certificates of deposit and
the right to receive all payments thereon or in respect thereof (whether
principal, interest, fees or otherwise), contract rights (other than rights
under contracts or governmental permits that may not be transferred by law),
including, without limitation, rights to all deposits from tenants and other
users of the Facilities, rights under all contracts relating to the
construction, renovation or restoration of any of the improvements now or
hereafter located on or in the Facilities or the financing thereof and all
rights under payment or performance bonds, warranties, and guaranties, and all
rights to payment from any credit/charge card organization or entity such as or
similar to, and including, without limitation, the organizations or entities
that sponsor and administer, respectively, the American Express Card, the Carte
Blanche Card, the Diners Club Card, the Discover Card, the MasterCard and the  3 
   Visa Card, books of account, and principal, interest and payments due
on account of goods sold, services rendered, loans made or credit extended, on
or in connection with the Facilities and all forms of obligations owing to and
rights of Grantor or in which Grantor may have any interest, however created or
arising (any and all such accounts, contract rights, payment intangibles,
chattel paper, documents, instruments, general intangibles and other
obligations being the Accounts,
and any and all such security agreements, leases and other contracts being the Related Contracts);  (d)           all present and
future right, title and interest of Grantor in and to all leases, subleases,
licenses, concessions, franchises and other use or occupancy agreements (collectively,
Leases) (except, however,
agreements made by Grantor in the ordinary course of business for short-term
use by members of the public of guest rooms and public rooms, including banquet
and meeting facilities, located in the Improvements), and any amendments,
modifications, extensions or renewals thereof, whether or not specifically
herein described, and all amendments to the same, including, but not limited
to, the following:  (i) all
payments due and to become due under such Leases, whether as rent, damages,
insurance payments, condemnation awards, or otherwise; (ii) all claims,
rights, powers, privileges and remedies under such Leases; and (iii) all
rights of the Grantor under such Leases to exercise any election or option, or
to give or receive any notice, consent, waiver or approval, or to accept any
surrender of the premises or any part thereof, together with full power and
authority in the name of the Grantor, or otherwise, to demand and receive,
enforce, collect, and receipt for any or all of the foregoing, to endorse or
execute any checks or any instruments or orders, to file any claims, and to
take any other action that Secured Party may deem necessary or advisable in
connection therewith;  (e)           all present and
future deposit accounts of Grantor, any demand, time, savings, passbook or like
account maintained by Grantor with any bank, savings and loan association,
credit union or like organization. and all money, cash and cash equivalents of
Grantor, whether or not deposited in any such deposit account;  (f)            all shares of, and
all securities convertible into and warrants, options and other rights to
purchase or otherwise acquire, stock of any Person that, after the date of this
Agreement, becomes, as a result of any occurrence, a direct Subsidiary of
Grantor (the Pledged Shares),
the certificates or other instruments representing such shares, securities,
warrants, options or other rights and any interest of Grantor in the entries on
the books of any financial intermediary pertaining to such shares, and all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of  4 
   or in exchange for any or all of such shares, securities, warrants,
options or other rights;  (g)           all indebtedness
from time to time owed to Grantor by any Person that, after the date of this
Agreement, becomes, as a result of any occurrence, an Affiliate or a direct or
indirect Subsidiary of Grantor, and all interest, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such indebtedness
(the Pledged Debt);  (h)           all present and future
general intangibles (including but not limited to all governmental permits
relating to construction or other activities on the premises), all tax refunds
of every kind and nature to which Grantor now or hereafter may become entitled,
however arising, all other refunds, and all deposits, goodwill, chooses in
action, rights to payment or performance, gambling debts or gaining debts owed
to Grantor by Grantors patrons (whether or not evidenced by a note), judgments
taken on any rights or claims included in the Collateral, trade secrets,
computer programs, software, customer lists, business names, trademarks, trade
names and service marks, patents, patent applications, licenses, copyrights,
technology, processes, proprietary information and insurance proceeds;  (i)            all present and
future books and records, including, without limitation, books of account and
ledgers of every kind and nature, ledger cards, computer programs, tapes, disks
and other information storage devices, all related data processing software,
and all electronically recorded data relating to Grantor or its business, all
receptacles and containers for such records, and all files and correspondence;  (j)            all present and
future licenses, permits, variances, special permits, franchises, certificates,
rulings, certifications, validations, exemptions, filings, registrations,
authorizations, consents, approvals, waivers, orders, rights and agreements
(including options, option rights and contract rights), other than those
(including non-transferrable gaming permits) that may not be transferred by
law, now or hereafter obtained by Grantor from any governmental authority;  (k)           all present and
future goods, including, without limitation, all consumer goods, inventory,
equipment, and other supplies, of whatever kind or nature, and any and all
other goods, wherever located, used or to be used in connection with or in the
conduct of Grantors business;  5 
   (l)            all present and
future investment property, stocks, bonds, debentures, securities, subscription
rights, options, warrants, puts, calls, certificates, partnership interests,
joint venture interests, investments, brokerage accounts and all rights,
preferences, privileges, dividends, distributions, redemption payments and
liquidation payments received or receivable with respect thereto;  (m)          all present and
future accessions, appurtenances, components, repairs, repair parts, spare
parts, replacements, substitutions, additions, issue and improvements to or of
or with respect to any of the foregoing;  (n)           all other fixtures
and storage and office facilities, and all accessions thereto and products
thereof and all water stock;  (o)           all other tangible
and intangible personal property of Grantor;  (p)           all rights,
remedies, powers and privileges of Grantor with respect to any of the
foregoing; and  (q)           any and all
proceeds, products, rents, income and profits of any of the foregoing,
including, without limitation, all money, accounts, payment intangibles,
general intangibles, deposit accounts, documents, instruments, chattel paper,
investment property, letter of credit rights, goods, insurance proceeds
(whether or not the Secured Party is the loss payee), and any other tangible or
intangible property received upon the sale or disposition of any of the
foregoing (it being agreed, for purposes hereof, that the term proceeds includes whatever is receivable
or received when any of the Collateral is sold, collected, exchanged or
otherwise disposed of, whether such disposition is voluntary or involuntary).  Notwithstanding anything to the contrary contained herein, Secured
Party acknowledges that it has no security interest in (i) any Equipment
pledged to secure Indebtedness permitted to be incurred under Section 7.1(iii)
of the Credit Agreement, (ii) any cash of Grantor described in clauses
(e), (h) and (l) above, to the extent such a security interest is prohibited by
any Gaming Laws or (iii) in any deposit account described in clause (f)
above to the extent such a security interest is prohibited by applicable law.  SECTION 2.  Security
for Obligations.
This Agreement secures, and the Collateral is 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  6 
   Code, 11 U.S.C. § 362(a)), of all obligations and liabilities of every
nature of Grantor now or hereafter existing under or arising out of or in
connection with the Guaranty, of even date herewith, made by Grantor in favor
of Secured Party, 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 (all such
obligations and liabilities being the Underlying
Debt), and all obligations of every nature of Grantor now or
hereafter existing under this Agreement (all such obligations of Grantor,
together with the Underlying Debt, being the Secured
Obligations).  SECTION 3.  Grantor
Remains Liable.  Anything contained herein to the contrary
notwithstanding, (a) Grantor shall remain liable under any contracts and
agreements included in the Collateral, to the extent set forth therein, to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by Secured Party of
any of its rights hereunder shall not release Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral, and (c) Secured
Party shall not have any obligation or liability under any contracts and
agreements included in the Collateral by reason of this Agreement or otherwise,
nor shall Secured Party be obligated to perform any of the obligations or
duties of Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.  SECTION 4.  Representations
and Warranties.  Grantor represents and warrants as follows:  (a)           Ownership of
Collateral.  Except for the security
interest created by this Agreement and any Liens disclosed to Secured Party in
writing concurrently herewith, Grantor owns the Collateral free and clear of
any Lien.  Except such as may have been
filed in favor of Secured Party relating to this Agreement, no effective financing
statement or other instrument similar in effect covering all or any part of the
Collateral is on file in any filing or recording office.  (b)           Location of
Equipment and Inventory.  All of the
Equipment and Inventory is, as of the date hereof, located at the places
specified in Schedule I annexed hereto.  7 
   (c)           Office
Locations:  Other Names.  The chief place of business, the chief
executive office and the office where Grantor keeps its records regarding the
Accounts and all originals of all chattel paper that evidence Accounts is, and
has been for the four month period preceding the date hereof, located at 430
North Virginia Street, Reno, Nevada. 
Grantor has not in the past done, and does not now do, business under
any other name (including any trade-name or fictitious business name) except
Silver Legacy Capital Corp.  (d)           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
Grantor of the security interest granted hereby, (ii) the execution,
delivery or performance of this Agreement by Grantor, or (iii) the
perfection of or the exercise by Secured Party of its rights and remedies
hereunder (except (i) authorization from any Gaming Boards for the
exercise by Secured Party of certain of its rights and remedies hereunder;
(ii) the filing of Uniform Commercial Code financing statements with the
office of the Secretary of State of the State of Nevada and (iii) as has
been previously taken by or at the direction of Grantor).  (e)           Perfection.  This Agreement, together with the filing of
a UCC-1 financing statement describing the Collateral with the Secretary of
State of Nevada which has been made, create a valid, perfected, enforceable and
first priority security interest in the Collateral, to the fullest extent that
such security interest may be perfected by the filing of such financing
statement under the Uniform Commercial Code in effect in the State of Nevada,
securing the payment of the Secured Obligations, and all filings and other
actions necessary or desirable to perfect and protect such security interest
have been duly made or taken provided  that it is acknowledged
that continuation statements must be filed in a timely manner in order to
continue the perfection of such security interest and additional filings may
have to be made in the event Grantor changes its name, principal place of
business, chief executive officer or form of organization.  (f)            Other
Information.  All information
heretofore, herein or hereafter supplied to Secured Party by or on behalf of
Grantor with respect to the Collateral is accurate and complete in all material
respects.  SECTION 5.  Further
Assurances.  (a)           Grantor agrees that
from time to time, at the expense of Grantor, Grantor 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 reasonably  8 
   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 hereunder with respect to any
Collateral.  Without limiting the
generality of the foregoing, Grantor will: (i) at the request of Secured
Party mark conspicuously each item of chattel paper included in the Accounts,
each Related Contract and, at the request of Secured Party, each of its records
pertaining to the Collateral, with a legend, in form and substance satisfactory
to Secured Party, indicating that such Collateral is subject to the security
interest granted hereby, (ii) at the request of Secured Party, deliver and
pledge to Secured Party hereunder all promissory notes and other instruments
(including checks) and all original counterparts of chattel paper constituting
Collateral, duly endorsed and accompanied by duly executed instruments of
transfer or assignment, all in form and substance satisfactory to Secured
Party, (iii) 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,
(iv) at any reasonable time, upon request by Secured Party, exhibit the
Collateral to and allow inspection of the Collateral by Secured Party, or persons
designated by Secured Party, and (v) at Secured Partys request, appear in
and defend any action or proceeding that may affect Grantors title to or
Secured Partys security interest in all or any significant part of the
Collateral.  (b)           Grantor hereby authorizes
Secured Party to file one or more financing or continuation statements, and
amendments thereto, relative to all or any part of the Collateral without the
signature of Grantor.  Grantor agrees
that a carbon, photographic or other reproduction of this Agreement or of a
financing statement signed by Grantor shall be sufficient as a financing
statement and may be filed as a financing statement in any and all
jurisdictions.  (c)           Grantor will furnish
to Secured Party from time to time statements and schedules further identifying
and describing the Collateral and such other reports in connection with the
Collateral as Secured Party may reasonably request, all in reasonable detail.  (d)           Grantor agrees,
after the occurrence and during the continuation of an Event of Default, in the
event that Secured Party shall apply for or appoint an agent to apply for a
gaming or liquor license with any Gaming Board or any Governmental Authority or
seek to obtain consent from any Gaming Board to foreclose on the Collateral (including
all gaming permits) and operate the Premises or otherwise seek to enforce its
rights hereunder, Grantor shall provide such cooperation as is necessary in
order for Secured Party to obtain the full benefits of this Agreement.  Without limiting  9 
   the generality of the foregoing, if any Gaming Board or any
Governmental Authority shall require any amendments to the Collateral Documents
or require Grantor to execute such other documents as a condition to or as a
part of such approval process, Grantor shall consent to such amendments and/or
execute such documents promptly.  SECTION 6.  Certain
Covenants of Grantor.  Grantor shall:  (a)           not use or permit
any Collateral to be used unlawfully or in violation of any provision of this
Agreement or any applicable statute, regulation or ordinance or any policy of
insurance covering the Collateral;  (b)           notify Secured Party
of any change in Grantors name, identity or general partnership structure
within 15 days of such change;  (c)           give Secured Party
30 days prior written notice of any change in Grantors chief place of
business, chief executive office or residence or the office where Grantor keeps
its records regarding the Accounts and all originals of all chattel paper that
evidence Accounts;  (d)           if Secured Party
gives value to enable Grantor to acquire rights in or the use of any
Collateral, use such value for such purposes; and  (e)           pay promptly when
due all property and other taxes, assessments and governmental charges or
levies imposed upon, and all claims (including claims for labor, materials and
supplies) against, the Collateral, except to the extent the validity thereof is
being contested in good faith and for which adequate reserves have been established;
provided that Grantor shall in any event pay such taxes, assessments,
charges, levies or claims not later than five days prior to the date of any
proposed sale under any judgement, writ or warrant of attachment entered or
filed against Grantor or any of the Collateral as a result of the failure to
make such payment.  SECTION 7.  Special
Covenants With Respect to Equipment and Inventory. 
Grantor shall:  (a)           keep the Equipment
and Inventory at the places therefor specified on Schedule I
annexed hereto or, upon 30 days prior written notice to Secured Party, at
such other places in jurisdictions where all 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  10 
   enforce its rights and remedies hereunder, with respect to such
Equipment and Inventory shall have been taken;  (b)           cause the Equipment
to be maintained and preserved in the same condition, repair and working order
as when new, ordinary wear and tear excepted, and shall forthwith, or, in the
case of any loss or damage to any of the Equipment when subsection (c) of
Section 8 is not applicable, as quickly as practicable after the
occurrence thereof, make or cause to be made all repairs, replacements and
other improvements in connection therewith that are necessary or desirable to
such end.  Grantor shall promptly
furnish to Secured Party a statement respecting any material loss or damage to
any of the Equipment (the requirements under this subsection 7(b) being
supplemental to and not exclusive of the requirements under Section 6.4 of
the Credit Agreement relating to maintenance of property);  (c)           notify Secured Party
of the establishment after the date hereof of any deposit accounts in which
Secured Party may take a security interest pursuant to applicable law and take
such steps as may be requested by Secured Party to perfect Secured Partys lien
therein;  (d)           perform all acts
that are necessary or desirable to cause all licenses, permits, variances,
special permits, franchises, certificates, rulings, certifications,
validations, exemptions, filings, registrations, authorizations, consents, approvals,
waivers, orders, rights, and agreements in which a security interest has been
conveyed to Secured Party pursuant to subsection 1(h) to remain in full force
and effect;  (e)           keep correct and
accurate records of the Inventory, itemizing and describing the kind, type and
quantity of Inventory, Grantors cost therefor and (where applicable) the
current list prices for the Inventory substantially consistent with the
practice of other gaming institutions in connection with their gaming
operations in the State of Nevada;  (f)            upon the occurrence
of an Event of Default, if any Inventory is in possession or control of any of
Grantors agents or processors, instruct such agent or processor to hold all
such Inventory for the account of Secured Party and subject to the instructions
of Secured Party; and  (g)           promptly upon the
issuance and delivery to Grantor of any Negotiable Document of Title, deliver
such Negotiable Document of Title to Secured Party.  11 
   SECTION 8.  Insurance.  (a)           Grantor shall, at
its own expense, maintain insurance with respect to the Equipment and Inventory
in accordance with the terms of the Credit Agreement, this Section 8 and
the Deed of Trust.  Such insurance shall
include, without limitation, property damage insurance and liability
insurance.  Each policy for property
damage insurance shall provide for all losses to be paid directly to Secured
Party as provided in clause (c)(ii) below.  Each policy shall in addition name Grantor and Secured Party as
insured parties thereunder (without any representation or warranty by or
obligation upon Secured Party) as their interests may appear and have attached
thereto a loss payable clause acceptable to Secured Party that shall
(i) contain an agreement by the insurer that any loss thereunder shall be
payable to Secured Party notwithstanding any action, inaction or breach of
representation or warranty by Grantor, (ii) provide that there shall be no
recourse against Secured Party for payment of premiums or other amounts with
respect thereto, and (iii) provide that at least 30 days prior written
notice of cancellation, material amendment, reduction in scope or limits of
coverage or of lapse shall be given to Secured Party by the insurer.  Grantor shall, if so requested by Secured
Party, deliver to Secured Party original or duplicate policies of such
insurance and, as often as Secured Party may reasonably request, a report of a
reputable insurance broker with respect to such insurance.  Further, Grantor shall, at the request of
Secured Party, duly execute and deliver instruments of assignment of such
insurance policies to comply with the requirements of subsection 5(a) and
cause the respective insurers to acknowledge notice of such assignment.  (b)           Reimbursement under
any liability insurance maintained by Grantor pursuant to this Section 8 may be
paid directly to the Person who shall have incurred liability covered by such
insurance.  In case of any loss
involving damage to Equipment or Inventory when subsection (c) of this
Section 8 is not applicable, Grantor shall make or cause to be made the
necessary repairs to or replacements of such Equipment or Inventory, and any
proceeds of insurance maintained by Grantor pursuant to this Section 8 shall be
paid to Grantor as reimbursement for the costs of such repairs or replacements.  (c)           Upon (i) the
occurrence and during the continuation of any Event of Default or (ii) the
actual or constructive loss (in excess of $1,000,000 per occurrence) of any
Equipment or Inventory, all insurance payments in respect of such Equipment or
Inventory shall be paid to and applied by Secured Party as specified in
Section 19.  12 
   SECTION 9.  Special
Covenants With Respect to Accounts and Related Contracts.  (a)           Grantor shall keep
its chief place of business and chief executive office and the office where it
keeps its records concerning the Accounts and Related Contracts, and all
originals of all chattel paper that evidence Accounts, at the location therefor
specified in Section 4 or, upon 30 days prior written notice to
Secured Party, at such other location in a jurisdiction where all 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
hereunder, with respect to such Accounts and Related Contracts shall have been
taken.  Grantor will hold and preserve
such records and chattel paper and will permit representatives of Secured Party
at any time during normal business hours to inspect and make abstracts from
such records and chattel paper, and Grantor agrees to render to Secured Party,
at Grantors cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. 
Promptly upon the request of Secured Party, Grantor shall deliver to
Secured Party complete and correct copies of each Related Contract.  (b)           Grantor shall, for
not less than 5 years from the date on which such Account arose, maintain
(i) complete records of each Account, including records of all payments
received, credits granted and merchandise returned, and (ii) all
documentation relating thereto.  (c)           Except as otherwise
provided in this subsection (c), Grantor shall continue to collect, at its
own expense, all amounts due or to become due to Grantor under the Accounts
(but, other than with respect to security deposits, in no event more than one month
in advance) and Related Contracts.  In
connection with such collections, Grantor may take (and, at Secured Partys
direction, shall take) such action as Grantor or Secured Party may deem
necessary or advisable to enforce collection of amounts due or to become due
under the Accounts; provided, however, that Secured Party shall have the
right at any time, upon the occurrence and during the continuation of an Event
of Default and upon written notice to Grantor of its intention to do so, to
notify the account debtors or obligors under any Accounts of the assignment of
such Accounts to Secured Party and to direct such account debtors or obligors
to make payment of all amounts due or to become due to Grantor thereunder
directly to Secured Party, to notify each Person maintaining a lockbox or
similar arrangement to which account debtors or obligors under any Accounts
have been directed to make payment to remit all amounts representing
collections on checks and other payment items from time to time sent to or deposited
in such lockbox or other arrangement directly to Secured Party and, upon such
notification and at the expense of Grantor, to enforce  13 
   collection of any such Accounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as Grantor
might have done.  After receipt by
Grantor of the notice from Secured Party referred to in the proviso to
the preceding sentence, (i) all amounts and proceeds (including checks and
other instruments) received by Grantor in respect of the Accounts and the
Related Contracts shall be received in trust for the benefit of Secured Party
hereunder, shall be segregated from other funds of Grantor and shall be
forthwith paid over or delivered to Secured Party in the same form as so
received (with any necessary endorsement) to be held as cash Collateral and
applied as provided by Section 19, and (ii) Grantor shall not adjust,
settle or compromise the amount or payment of any Account, or release wholly or
partly any account debtor or obligor thereof, or allow any credit or discount
thereon (other than settlements in the ordinary course of business and
substantially consistent with the practice at other gaming institutions in
connection with their gaming operations in the State of Nevada with payors of
such Accounts reached to facilitate collection from such payors of such
Accounts).  SECTION 10.  Special
Provisions With Respect to the Assigned Agreements.  (a)           Grantor shall at its
expense:  (i)            perform and observe
all terms and provisions of the Assigned Agreements, as permitted to be amended
or otherwise modified pursuant to clause (b)(ii) below, to be performed or
observed by it, maintain the Assigned Agreements in full force and effect,
enforce the Assigned Agreements in accordance with their terms, and take all
such action to such end as may be from time to time requested by Secured Party
except to the extent failure to take such action, either individually or in
aggregate, would not result in a Material Adverse Effect; and  (ii)           furnish to Secured
Party, promptly upon receipt thereof, copies of all notices of default received
by Grantor under or pursuant to the Assigned Agreements, and from time to time
(A) furnish to Secured Party such information and reports regarding the
Assigned Agreements as Secured Party may reasonably request and (B) upon
request of Secured Party make to the appropriate counterparty to an Assigned
Agreement such demands and requests for information and reports or for action
as Grantor is entitled to make under the Assigned Agreements.  14 
   (b)           Grantor shall not:  (i)            cancel or terminate
any of the Assigned Agreements or consent to or accept any cancellation or termination
thereof in any case with respect to the General Contractors Contract and, with
respect to the other Assigned Agreements, if such cancellation or termination,
together with all other such cancellations or terminations, could reasonably be
expected to result in a Material Adverse Effect;  (ii)           amend or otherwise
modify the Assigned Agreements or give any consent, waiver or approval
thereunder if the effect of such amendment or modification, together with all
other amendments, modifications, consents, waivers or approvals made or
consents, waivers or approvals given, is to increase materially the obligations
of Partnership thereunder or to confer any additional rights on the
counterparties to such Assigned Agreements which could reasonably be expected
to be materially adverse to Partnership or Lenders;  (iii)          waive any default
under or breach of the Assigned Agreements if such waiver, together with all
other such waivers could reasonably be expected to result in a Material Adverse
Effect;  (iv)          consent to or permit
or accept any prepayment of amounts to become due under or in connection with
the Assigned Agreements, except as expressly provided therein; or  (v)           take any other
action in connection with the Assigned Agreements that would impair the value
of the interest or rights of Grantor thereunder or that would impair the
interest or rights of Secured Party in any case with respect to the General
Contractors Contract and, with respect to the other Assigned Agreements if
such impairment could reasonably be expected, to result in a Material Adverse
Effect.  SECTION 11.  Voting
Rights; Dividends; Etc.  (a)           So long as no Event
of Default shall have occurred and be continuing:  (i)            Grantor shall be
entitled to exercise any and all voting and other consensual rights pertaining
to the Pledged Shares or Pledged Debt or any part thereof for any purpose not
inconsistent with the terms of this Agreement; provided, however, that
Grantor shall not exercise or refrain from exercising any such right if Secured
Party shall have notified Grantor that, in Secured Partys judgment, such
action would have a material adverse effect on the value of the Pledged Shares
or Pledged Debt or any part thereof; and provided, further, that Grantor
shall give  15 
   Secured Party at least five Business Days prior written notice of the
manner in which it intends to exercise, or the reasons for refraining from
exercising, any such right.  It is
understood, however, that neither (A) the voting by Grantor of any Pledged
Shares for or Grantors consent to the election of directors at a regularly
scheduled annual or other meeting of stockholders or with respect to incidental
matters at any such meeting nor (B) Grantors consent to or approval of
any action otherwise permitted under this Agreement shall be deemed
inconsistent with the terms of this Agreement within the meaning of this
subsection 11(a)(i), and no notice of any such voting or consent need be
given to Secured Party.  (ii)           Grantor shall be
entitled to receive and retain and to utilize free and clear of the lien of
this Agreement, any and all dividends and interest paid in respect of the
Pledged Shares or Pledged Debt; provided, however, that any and all  (A)          dividends and
interest paid or payable other than in cash in respect of, and instruments and
other property received, receivable or otherwise distributed in respect of, or
in exchange for, any Pledged Shares or Pledged Debt,  (B)           dividends and other
distributions paid or payable in cash in respect of any Pledged Shares or
Pledged Debt in connection with a partial or total liquidation or dissolution
or in connection with a reduction of capital, capital surplus or
paid-in-surplus, and  (C)           cash paid, payable
or otherwise distributed in respect of principal or in redemption of or in
exchange for any Pledged Shares or Pledged Debt,  shall be, and shall forthwith be delivered to Secured Party to hold as,
Collateral and shall, if received by Grantor, be received in trust for the
benefit of Secured Party, be segregated from the other property or funds of
Grantor and be forthwith delivered to Secured Party as Pledged Shares or
Pledged Debt, as the case may be, in the same form as so received (with all
necessary endorsements).  (iii)          Secured Party shall
promptly execute and deliver (or cause to be executed and delivered) to Grantor
all such proxies, dividend payment orders and other instruments as Grantor may
from time to time reasonably request for the purpose of enabling Grantor to
exercise the voting and other consensual rights which it is entitled to
exercise pursuant to paragraph (i) above and to receive the dividends,
principal or  16 
   interest payments which it is authorized to receive and retain pursuant
to paragraph (ii) above.  (b)           Upon the occurrence
and during the continuation of an Event of Default:  (i)            Upon written notice from Secured Party to Grantor, all
rights of Grantor to exercise the voting and other consensual rights which it
would otherwise be entitled to exercise pursuant to subsection 11(a)(i) shall
cease, and all such rights shall thereupon become vested in Secured Party who
shall thereupon have the sole right to exercise such voting and other
consensual rights.  (ii)           All rights of Grantor to receive the
dividends and interest payments which it would otherwise be authorized to
receive and retain pursuant to subsection 11(a)(ii) shall automatically
cease, and all such rights shall thereupon become vested in Secured Party who
shall thereupon have the sole right to receive and hold as Collateral such
dividends and interest payments.  (iii)          All dividends, principal and interest
payments which are received by Grantor contrary to the provisions of
paragraph (ii) of this subsection 11(b) shall be received in trust
for the benefit of Secured Party, shall be segregated from other funds of
Grantor and shall forthwith be paid over to Secured Party as Collateral in the
same form as so received (with any necessary endorsements).  (c)           In order to permit
Secured Party to exercise the voting and other consensual rights which it may
be entitled to exercise pursuant to subsection 11(b)(i) and to receive all
dividends and other distributions which it may be entitled to receive under subsection 11(a)(ii)
or subsection 11(b)(ii), (i) Grantor shall promptly execute and
deliver (or cause to be executed and delivered) to Secured Party all such
proxies, dividend payment orders and other instruments as Secured Party may
from time to time reasonably request and (ii) without limiting the effect
of the immediately preceding clause (i), Grantor hereby grants to Secured
Party an irrevocable proxy to vote the Pledged Shares and to exercise all other
rights, powers, privileges and remedies to which a holder of the Pledged Shares
would be entitled (including, without limitation, giving or withholding written
consents of shareholders, calling special meetings of shareholders and voting
at such meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Shares on the
record books of the issuer thereof) by any other Person (including the issuer
of the Pledged Shares or any officer or agent thereof), upon the  17 
   occurrence and during the continuance of an Event of Default and which
proxy shall only terminate upon the payment in full of the Secured Obligations.  SECTION 12.  Deposit
Accounts.  Upon the occurrence and during the
continuation of an Event of Default, Secured Party and each Lender may exercise
dominion and control over, and refuse to permit further withdrawals (whether of
money, securities, instruments or other property) from any deposit accounts
maintained with Secured Party or such Lender constituting part of the
Collateral.  SECTION 13.  License
of Patents, Trademarks, Copyrights, etc.  Grantor hereby assigns,
transfers and conveys to Secured Party, effective upon the occurrence and
during the continuance of any Event of Default, the nonexclusive right and
license to use all trademarks, tradenames, copyrights, customers lists, patents
or technical processes owned or used by Grantor that relate to the Collateral
and any other collateral granted by Grantor as security for the Secured
Obligations, together with any goodwill associated therewith, all to the extent
necessary to enable Secured Party to use, possess and realize on the Collateral
and to enable any successor or assign to enjoy the benefits of the Collateral.  This right and license shall inure to the
benefit of all successors, assigns and transferees of Secured Party and its
successors, assigns and transferees, whether by voluntary conveyance, operation
of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or
otherwise.  Such right and license is
granted free of charge, without requirement that any monetary payment
whatsoever be made to Grantor.  SECTION 14.  Transfers
and Other Liens.  Grantor shall not:  (a)           sell, assign (by
operation of law or otherwise) or otherwise dispose of any of the Collateral,
except as permitted by the Credit Agreement; or  (b)           except for the
security interest created by this Agreement or as permitted by the Credit
Agreement, create or suffer to exist any Lien upon or with respect to any of
the Collateral to secure the indebtedness or other obligations of any Person.  SECTION 15.  Secured
Party Appointed Attorney-in-Fact.  Grantor hereby irrevocably
appoints Secured Party as Grantors attorney-in-fact, with full authority in
the place and stead of Grantor and in the name of Grantor, Secured Party or
otherwise, from time to time in Secured Partys discretion, to do all acts and
things and to execute any instrument which Secured Party may deem necessary or
advisable to perfect and continue perfected the security interests created by
this Agreement and,  18 
   upon the occurrence and during the continuance of an Event of Default,
to take any other action not prohibited by the Credit Agreement and to execute
any instrument that Secured Party may deem necessary or advisable to accomplish
the purposes of this Agreement, including without limitation:  (a)           to obtain and adjust
insurance required to be maintained by Grantor or paid to Secured Party pursuant
to Section 8;  (b)           to ask for, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in respect of any of the Collateral;  (c)           to receive, endorse
and collect any drafts or other instruments, documents and chattel paper in
connection with clauses (a) and (b) above;  (d)           to file any claims
or take any action or institute any proceedings (including, without limitation,
any proceeding before any Gaming Board) that Secured Party may deem necessary
or desirable for the collection of any of the Collateral or otherwise to
enforce the rights of Secured Party with respect to any of the Collateral;  (e)           to pay or discharge
taxes or Liens (other than Liens permitted under this Agreement or the Credit
Agreement) levied or placed upon or threatened against the Collateral, the
legality or validity thereof and the amounts necessary to discharge the same to
be determined by Secured Party in its sole discretion, any such payments made
by Secured Party to become obligations of Grantor to Secured Party, due and
payable immediately without demand;  (f)            to sign and endorse
any invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications and notices in
connection with Accounts and other documents relating to the Collateral; and  (g)           generally to sell,
transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Collateral as fully and completely as though Secured Party were the
absolute owner thereof for all purposes, and to do, at Secured Partys option
and Grantors expense, at any time or from time to time, all acts and things
that Secured Party deems necessary to protect, preserve or realize upon the
Collateral and Secured Partys security interest therein in order to effect the
intent of this Agreement, all as fully and effectively as Grantor might do.  19 
   SECTION 16.  Secured
Party May Perform.  If Grantor 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 Grantor under Section 20.  SECTION 17.  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 or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any 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.  SECTION 18.  Remedies.  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), and also may
(i) require Grantor to, and Grantor hereby agrees that it will at its
expense and upon request of Secured Party forthwith, assemble all or part of
the Collateral as directed by Secured Party and make it available to Secured
Party at a place to be designated by Secured Party that is reasonably
convenient to both parties, (ii) enter onto the property where any
Collateral is located and take possession thereof with or without judicial
process, (iii) prior to the disposition of the Collateral, store, process,
repair or recondition the Collateral or otherwise prepare the Collateral for
disposition in any manner to the extent Secured Party deems appropriate,
(iv) take possession of Grantors premises or place custodians in
exclusive control thereof, remain on such premises and use the same and any of
Grantors equipment for the purpose of completing any work in process, taking
any actions described in the preceding clause (iii) and collecting any
Secured Obligation, and (v) without notice except as specified below, sell
the Collateral or any part thereof in one or more parcels at public or private
sale, at any of Secured Partys offices or elsewhere, for cash, on credit or
for future delivery, at such time or times and at such price or prices and upon
such other terms as Secured Party may deem commercially reasonable.  Secured Party or any Lender may be the
purchaser of any or all of the Collateral at any such sale and Secured Party,
as agent for and representative of Lenders (but not any Lender or Lenders in
its or their respective individual capacities  20 
   unless Requisite Lenders shall otherwise agree in writing), shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Secured Obligations as a credit on account of
the purchase price for any Collateral payable by Secured Party at such
sale.  Each purchaser at any such sale
shall hold the property sold absolutely free from any claim or right on the
part of Grantor, and Grantor hereby waives (to the extent permitted by
applicable law) all rights of redemption, stay and/or appraisal which it now
has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.  Grantor
agrees that, to the extent notice of sale shall be required by law, at least
ten days notice to Grantor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification.  Secured Party shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given.  Secured Party may adjourn
any public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. 
Grantor hereby waives any claims against Secured Party arising by reason
of the fact that the price at which any Collateral may have been sold at such a
private sale was less than the price which might have been obtained at a public
sale, even if Secured Party accepts the first offer received and does not offer
such Collateral to more than one offeree. 
If the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all the Secured Obligations, Grantor shall be liable for
the deficiency and the reasonable fees of any attorneys employed by Secured
Party to collect such deficiency.  Notwithstanding anything to the contrary contained herein, if, upon an
Event of Default hereunder or under the Credit Agreement and foreclosure upon
any gaming permits pledged and assigned herein, Secured Party is not qualified
under the Gaming Laws to hold such gaming permits, then Secured Party shall
designate an appropriately qualified third party to which an assignment of such
gaming permits can be made in compliance with the Gaming Laws.  SECTION 19.  Application
of Proceeds.  Except as expressly provided elsewhere in
this Agreement, all proceeds received by Secured Party in respect of any sale
of, collection from, or other realization upon all or any part of the
Collateral may, in the discretion of Secured Party, be held by Secured Party as
Collateral for, and/or then, or at any other time thereafter, applied in full
or in part by Secured Party against, the Secured Obligations in the following
order of priority:  FIRST:  To the payment of all
reasonable costs and expenses of such sale, collection or other realization,
including costs and expenses of Secured  21 
   Party and its agents and counsel, and all other expenses, liabilities
and advances made or incurred by Secured Party in connection therewith, and all
amounts for which Secured Party is entitled to indemnification hereunder and
all advances made by Secured Party hereunder for the account of Grantor, and to
the payment of all costs and expenses paid or incurred by Secured Party in
connection with the exercise of any right or remedy hereunder, all in
accordance with Section 20;  SECOND:  To the payment of all
other Secured Obligations (for the ratable benefit of the holders thereof) in
such order as Secured Party shall elect; and  THIRD:  To the payment to or
upon the order of Grantor, or to whomsoever may be lawfully entitled to receive
the same or as a court of competent jurisdiction may direct, of any surplus
then remaining from such proceeds.  SECTION 20.  Indemnity
and Expenses.  (a)           Grantor 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.  (b)           Grantor 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 Grantor to perform or
observe any of the provisions hereof.  SECTION 21.  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 Grantor, its successors
and assigns, and (c) inure, together with the rights and remedies of
Secured  22 
   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 or expiration of all outstanding Letters
of Credit, the security interest granted hereby shall terminate and all rights
to the Collateral shall revert to Grantor. 
Upon any such termination Secured Party will, at Grantors expense,
execute and deliver to Grantor such documents as Grantor shall reasonably
request to evidence such termination.  SECTION 22.  Secured
Party as Agent.  (a)           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.  (b)           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, securities and other items of Collateral
held hereunder, 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  23 
   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 23.  Amendments;
Etc.  No amendment or waiver of any provision of
this Agreement, or consent to any departure by Grantor herefrom, shall in any
event be effective unless the same shall be in writing and signed by Secured
Party and Grantor, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.  SECTION 24.  Notices.  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 prior to 5:00 p.m. 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 only be effective
upon receipt.  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 25.  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 he 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 26.  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 27.  Headings. 
Section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not  24 
   constitute a part of this Agreement for any other purpose or be given
any substantive effect.  SECTION 28.  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 THAT
THE VALIDITY OR PERFECTION OF 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 29.  Consent
to Jurisdiction and Service of Process.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST GRANTOR 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 GRANTOR 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 AGREEMENT.  Grantor
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
Grantor at its address provided in Section 24, such service being hereby
acknowledged by Grantor to be sufficient for personal jurisdiction in any
action against Grantor 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 30.  Waiver
of Jury Trial.  GRANTOR
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  25 
   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. 
Grantor and Secured Party each acknowledge that this waiver is a
material inducement for Grantor and Secured Party to enter into a business
relationship, that Grantor 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. 
Grantor 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 31.  Financing Statement Property Descriptions.  To perfect the security interests granted
under this Agreement, Grantor expressly authorizes Secured Party to file
financing statements naming Grantor as debtor with the Collateral Description
all assets of the debtor, all personal property of the debtor or words to
that effect.  SECTION 32.  Release.  Upon any
sale, lease, transfer or other disposition of any item of Collateral provided
such transaction is not prohibited under the terms of the Credit Agreement,
Secured Party will, at Grantors expense, execute and deliver to Grantor such
documents as Grantor may reasonably request to release such item of Collateral
from the security interest granted hereby provided (i) at the time of
such request an Event of Default shall not have occurred and be continuing,
(ii) Grantor shall have provided Administrative Agent at least ten Business
Days prior to the proposed release date a written request for release
describing the item of Collateral and the material terms of sale together with
a form of release and a certificate of an officer of Grantor certifying such
transaction is in accordance with and is permitted under the Credit Agreement
and (iii) the proceeds of any such transaction shall be applied in accordance
with the provisions of the Loan Documents.  SECTION 33.  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.  26 
   SECTION 34.  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.  [Remainder of this page left blank.]  27 
   IN WITNESS WHEREOF, Grantor and Secured Party have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.  SILVER LEGACY CAPITAL CORP.,a Nevada
  corporationBy:
  /s/
  Gary CaranoTitle:
  President
  and CEONotice
  Address:
  407
  N. Virginia StreetReno, NV 89501Attn:
  Bruce SextonBANK OF
  AMERICA N.A.,as AgentBy:
  /s/ Janice
  HammondTitle:
  Vice
  PresidentNotice Address:
  555 South Flower Street,
  17th FloorLos Angeles,
  California  90071Attention:  Janice Hammond  S-1 
   SCHEDULE I TO SECURITY AGREEMENT  Locations of Equipment:  None  Locations of Inventory:  None  S-2