EXHIBIT 10.9.6  Recording requested by:
  
  APN
  Number:  007-291-25and
  when recorded mail to:
  
  007-293-19Sheppard,
  Mullin, Richter
  )& Hampton LLP
  )333
  South Hope Street
  )48th
  Floor
  )Los
  Angeles, CA  90071
  )Attn:
  William M. Scott, IV, Esq.)  (Space
  above line is for Recorders use)  SECOND AMENDED AND RESTATED CONSTRUCTION DEED OF
TRUST, FIXTURE
FILING AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS  NOTICE:  THE OBLIGATIONS SECURED
HEREBY INCLUDE REVOLVING CREDIT OBLIGATIONS AND TERM CREDIT OBLIGATIONS WHICH
PERMIT BORROWING, REPAYMENT AND REBORROWING. 
INTEREST ON OBLIGATIONS SECURED HEREBY ACCRUES AT RATES WHICH MAY
FLUCTUATE FROM TIME TO TIME.  THIS
INSTRUMENT SECURES FUTURE ADVANCES. 
THIS DEED OF TRUST SHALL BE DEEMED TO BE A CONSTRUCTION MORTGAGE UNDER
NEVADA REVISED STATUTES 104.9334(h) AND UNDER THE NEVADA UNIFORM COMMERCIAL
CODE.  THIS SECOND AMENDED AND RESTATED CONSTRUCTION DEED OF
TRUST, FIXTURE FILING AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS(this Deed of Trust), dated as of February
26, 2002, but effective March 5, 2002, by and among CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general
partnership, as debtor and trustor (Trustor),
FIRST AMERICAN TITLE COMPANY OF NEVADA,
a Nevada corporation, as trustee (Trustee),
and BANK OF AMERICA, N.A.,in its
capacity as Administrative Agent for the Lenders under the  Credit Agreement (defined below), as
beneficiary, assignee and secured party (as defined and described
hereinbelow)(Beneficiary).  Trustor and Beneficiary hereby agree that this Deed of Trust hereby
amends and restates in full that certain Amended and Restated Construction Deed
of Trust, Fixture Filing and Security Agreement with Assignment of Rents
(Existing Deed of Trust), made as of November 24, 1997, by Trustor, as
trustor, assignor and debtor, in favor of Trustee, as trustee, for the benefit
of Bank of America, N.A. (under its former name, Bank of America National Trust
and Savings Association), as  
   Agent, as beneficiary, assignee and secured party, recorded in Book
5052, Page 399, as Document No. 2156319 of the Official Records of Washoe
County, Nevada.  W I T N E S S E T H:  THAT TRUSTOR HEREBY:  Grants, bargains, sells,
transfers, conveys and assigns the following described real property and
related collateral to Trustee, IN TRUST, WITH
POWER OF SALE, to have and to hold the same unto Trustee and its
successors in interest, for the benefit of and on behalf of Beneficiary, upon
the trusts, covenants and agreements herein expressed:  DESCRIPTION OF REAL PROPERTY COLLATERAL  All that certain real property, and the interests of Trustor therein,
situate in the County of Washoe, State of Nevada, that is more particularly
described on Part I of that certain exhibit marked Exhibit A,
affixed hereto and by this reference incorporated herein and made a part hereof
(the Land);  Together with all right, title and interest of Trustor, now owned or
hereafter acquired, in and to any land lying within the right-of-way of any
street, open or proposed, adjoining any of the Land and any and all sidewalks,
bridges, elevated walkways, tunnels, alleys, strips and gores of land adjacent
to, connecting or used in connection with any of the Land, with appurtenances
(Adjacent Interests);  Together with all buildings, structures and all other improvements and
fixtures that are or may hereafter be erected or placed on or in the Land and
all rights and interests of Trustor in and to all buildings, structures and
other improvements and fixtures that are or may hereafter be erected or placed
on or in Adjacent Interests (including, but not limited to, Trustors rights,
title and interests in and to all buildings, structures and other improvements
and fixtures that are or may hereafter be erected or placed on or in the easement
areas, and leased areas, or any of them, referred to in Part II of Exhibit
A) (collectively, the Improvements),
provided, however, Trustor and Beneficiary acknowledge that the
Skyways (as that term is defined in the Credit Agreement described below) are
owned by entities other than Trustor, and that Trustors rights, title and
interests in and to the Skyways arise from and under (i) rights of reverter for
the air rights parcels within which the Skyways are located, as provided in two
Grant, Bargain and Sale Deeds executed by Trustor, one in favor of each of the
two entities that own the Skyways, and (ii) certain Bridge Easements referred
to in Part II of Exhibit A and, while Trustors rights, title and interests
arising from and under such Grant, Bargain and Sale Deeds and such Bridge
Easements are hereby bargained, sold, transferred, conveyed and assigned to
Trustee, in trust, with power of sale, for the benefit of and on behalf of
Beneficiary, the term Improvements as used in this Deed of Trust shall not
otherwise include the Skyways;  2 
   Together with all and singular the tenements, hereditaments and
appurtenances belonging or in anyway appertaining to any of the Land, Adjacent
Interests, Improvements or Skyways (including, but not limited to, the
easements and other rights referred to in Part II of Exhibit A)
(collectively, the Appurtenances);  Together with all rents, issues, products, earnings, revenues,
payments, profits, royalties and other proceeds and income of or from any of
the foregoing or of or from any of the Leases, as hereinafter defined
(collectively, the Rents),
subject, however, in the case of Rents, to the absolute assignment given to
Beneficiary in Section 12 hereof, to which Section 12 this grant
to the Trustee is subject and subordinate;  Together with all leasehold estate, right, title and interest of
Trustor in and to all leases, subleases, licenses, concessions, franchises and
other use or occupancy agreements (excepting, however, agreements made by
Trustor 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 (collectively, Leases) covering any of the Land, Adjacent Interests,
Improvements, Skyways or Appurtenances, now or hereafter existing or entered
into, and all right, title and interest of Trustor thereunder, including, without
limitation, the right to all security deposits, advance rentals, other
deposits, and all payments of similar nature, relating thereto;  Together with all water rights and rights to the use of water now or
hereafter appurtenant to or used in connection with any of the Land, Adjacent
Interests, Improvements or Appurtenances (Water
Rights);  Together with any and all other estate, right, title, interest,
property, possession, claim or demand, in law or in equity, which Trustor now
has or may hereafter acquire in or to any of the Land, Adjacent Interests,
Improvements, Skyways, Appurtenances, Rents, Leases and Water Rights, or
pertaining or appurtenant thereto, and all reversions and remainders thereof,
and all tenements, hereditaments and appurtenances thereunto belonging or in
any wise appertaining thereto (Other
Interests) (said Land, Adjacent Interests, Improvements,
Appurtenances, Rents, Leases, Water Rights and Other Interests may be referred
to herein as the Real Property);
and  THAT TRUSTOR HEREBY:  Grantsa security interest,
pursuant to the Nevada Uniform Commercial Code  Secured
Transactions, to Beneficiary, on the terms and provisions (by this reference
incorporated herein with respect to the security interest herein granted and
the rights and obligations of the parties with respect to the Personal
Property, as hereinafter defined, but for no other purpose) set forth in that
certain Second Amended and Restated Security Agreement of even date herewith by
and between Trustor, as Grantor and Debtor, and Beneficiary, as Secured Party
(the Security Agreement), in all
of the following described personal property, and the interests of Trustor
therein, whether now owned or hereafter acquired (collectively, the Personal Property):  3 
   DESCRIPTION OF PERSONAL PROPERTY COLLATERAL  (a)All present and future chattels, furniture, furnishings,
goods, equipment, fixtures and all other tangible personal property, of
whatever kind and nature, now or hereafter used in connection with or placed or
located in or on any part of the Real Property (including, without limitation,
any building or structure that is now or that may hereafter be erected on the
Real Property, and including any of the foregoing owned by Trustor and placed
or located in or on the Skyways), including, but not limited to, machinery,
materials, goods and equipment now or hereafter used in the construction or
operation of the hotel, casino, restaurant, entertainment and shopping complex
constructed and to be constructed on the Real Property or portions thereof (the
Project) (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 on the Real Property (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 that are now or may hereafter be located at or used at or in
connection with the Real Property, 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 the Project or 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 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 Trustor has  4 
   an interest, including without limitation such goods and equipment as
shall from time to time be located, placed, installed or used in or upon, or
procured for use, or to be used or useful in connection with the operation of
the whole, or any part of, the Project and all parts thereof and all accessions
thereto;  (b)All present and future goods, including, without
limitation, all consumer goods, inventory, equipment (excluding, however, any
Equipment pledged to secure Indebtedness permitted to be incurred under Section
7.1(iii) of the Credit Agreement) incurred to finance the purchase of such
Equipment, pursuant to a pledge in form, scope and substance satisfactory to
Beneficiary), 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 Trustors business;  (c)All present and future inventory and merchandise in all of
its forms (including, but not limited to, (i) all goods held by Trustor
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 Trustors business, (iii) all goods in which Trustor 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 Trustor, 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 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;  (d)All present and future accounts, accounts receivable,
rentals, revenues, receipts, payments, and income of any other nature whatsoever
derived from or received with respect to hotel rooms, banquet facilities,
convention facilities, retail premises, bars, restaurants, casinos and any
other facilities on the Real Property and any facilities in the Skyways leased
by Trustor, 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 Project or facilities in the
Skyways leased by Trustor, rights under all contracts relating to the
construction, renovation or restoration of any of the improvements now or
hereafter located on the Real Property 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 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 Project and all forms of obligations owing to and rights of
Trustor or in which Trustor may have any interest, however created or arising;  5 
   (e)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
Trustor now or hereafter may become entitled, however arising, all other
refunds, and all deposits, goodwill, choses in action, rights to payment or
performance, gambling debts or gaming debts owed to Trustor by Trustors
patrons (whether or not evidenced by a note), judgments taken on any rights or
claims included in the Property (as hereinafter defined), trade secrets,
computer programs, software, customer lists, business names, trademarks, trade
names and service marks (including, but not limited to: Silver Legacy Hotel
Casino and any derivation thereof, including any and all state and federal
applications and registrations thereof), patents, patent applications,
licenses, copyrights, technology, processes, proprietary information and
insurance proceeds;  (f)All present and future deposit accounts of Trustor,
including, without limitation, the Circus and Eldorado Joint Venture Account
maintained at the office of Beneficiary, any demand, time, savings, passbook or
like account maintained by Trustor with any bank, savings and loan association,
credit union or like organization, and all money, cash and cash equivalents of
Trustor, whether or not deposited in any such deposit account;  (g)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 Trustor or its business or the Project, all receptacles and
containers for such records, and all files and correspondence;  (h)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;  (i)All present and future right, title and interest of
Trustor in and to all Leases, whether or not specifically herein described,
that now or may hereafter pertain to or affect the Real Property or any portion
thereof, or the Skyways, 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 Trustor 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 Trustor, 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 Beneficiary may deem
necessary or advisable in connection therewith;  6 
   (j)All present and future maps, plans, specifications,
surveys, studies, reports, data and drawings (including, without limitation,
architectural, structural, mechanical and engineering plans and specifications,
studies, data and drawings) prepared for or relating to the development of the
Project and the Skyways or the construction, renovation or restoration of any
improvements on the Real Property or the extraction of minerals, sand, gravel
or other valuable substances from the Real Property, together with all
amendments and modifications thereto;  (k)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-transferable
gaming permits) that may not be transferred by law, now or hereafter obtained
by Trustor from any governmental authority having or claiming jurisdiction over
the Project, the Real Property or any other element of the Property or the
Skyways or providing access thereto, or the operation of any business on, at,
or from the Project or the Skyways;  (l)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;  (m)All other fixtures and storage and office facilities, and
all accessions thereto and products thereof and all water stock relating to the
Real Property;  (n)All other tangible and intangible personal property of
Trustor;  (o)All rights, remedies, powers and privileges of Trustor
with respect to any of the foregoing; and  (p)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 Beneficiary 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
Property is sold, collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary). 
Notwithstanding anything to the contrary contained herein, Beneficiary
acknowledges that it has no security interest in (x) any cash of Trustor
described in clauses (e), (f) and (h) above, to the extent such a security
interest is prohibited by any Gaming Laws (as defined in the Credit Agreement),
or (y) any deposit account described in clause (f) above, to the extent such a security
interest is not permitted by applicable law.  7 
   (The Real Property, the Personal Property and all of the other
collateral described above may hereinafter be collectively referred to as the Property. 
The parties intend for this Deed of Trust to create a lien on and
security interest in the Property, and, as provided in Section 12
hereof, an absolute assignment of the Rents and the Leases, all in favor of
Beneficiary.  To the extent any of the
Property, Rents or Leases are not encumbered by a perfected lien or security
interest created above, and are not absolutely assigned by the assignment set
forth in Section 12, below, it is the intention of the parties that such
Property, Rents and/or Leases shall constitute proceeds, product, offspring,
rents or profits (as defined in and for the purposes of Section 552(b) of the
United States Bankruptcy Code, as such section may be modified or supplemented)
of the Land and Improvements, and/or fees, charges, accounts, or other
payments for the use or occupancy of rooms and other public facilities
in . . . lodging properties, as applicable (as such terms are
defined in and for the purpose of Section 552(b) of the United States
Bankruptcy Code, as such Section may be modified or supplemented).)  FOR THE PURPOSE OF SECURING:  First:Payment when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including payment
of amounts that would become due but for the operation of the automatic stay
under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of all
obligations and liabilities of every nature of Trustor now or hereafter
existing under or arising out of or in connection with that certain Second Amended
and Restated Credit Agreement executed concurrently herewith by Trustor, as
Borrower, Beneficiary, as Administrative Agent, and the Lenders listed therein
as lenders (the Lenders),
together with any and all renewals, extensions, amendments, modifications,
rearrangements, replacements, restatements, substitutions and addendums thereof
or thereto (herein referred to as the Credit
Agreement), or the promissory notes issued to the Lenders to
evidence such obligations and liabilities, together with any and all renewals,
extensions, amendments, modifications, rearrangements, replacements,
restatements, substitutions and addendums thereof or thereto (herein referred
to as the Notes), whether for
principal in the amount of Forty Million Dollars ($40,000,000) or such
principal amount as may be advanced and remain unpaid or for interest
(including, without limitation, interest that, but for the filing of a petition
in bankruptcy with respect to Trustor, would accrue on such obligations),
reimbursement of amounts drawn under Letters of Credit (as defined in the
Credit Agreement), fees, expenses, and amounts owing under indemnities or
otherwise, whether voluntary or involuntary, direct or indirect, absolute or
contingent, liquidated or unliquidated, whether or not jointly owed with
others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such
obligations or liabilities that are paid, to the extent all or any part of such
payment is avoided or recovered directly or indirectly from Beneficiary or any
such Lender as a preference, fraudulent transfer or otherwise.  Second:Payment and performance of every obligation, covenant, promise
and agreement of Trustor herein contained (excepting, however, the obligations
of Trustor under Section 5(c) hereof are not secured hereby), or incorporated
herein by reference, including any sums paid or advanced by Beneficiary or
Trustee pursuant to the terms hereof.  8 
   Third:Payment of the expenses and costs incurred or paid by Beneficiary
in the preservation and enforcement of the rights and remedies of Beneficiary
and the duties and liabilities of Trustor hereunder, including, but not by way
of limitation, reasonable attorneys fees, court costs, reasonable witness
fees, reasonable expert witness fees, reasonable collection costs, Trustees
fees and costs of a Trustees Sale Guarantee, and costs and expenses paid by
Beneficiary in performing for Trustors account any obligation of Trustor.  Fourth:Payment of additional sums and interest thereon which may
hereafter be loaned to Trustor by the Lenders when evidenced by a promissory
note or notes or other agreement between Trustor and the Lenders that recites
that this Deed of Trust is security therefor.  Fifth:Performance of every obligation, warranty, representation,
covenant, agreement and promise of Trustor contained in the Credit Agreement.  The foregoing are described herein as the Secured Obligations. 
All persons who may have or acquire an interest in all or any part of
the Property will be considered to have notice of, and will be bound by, the
terms of the Secured Obligations and each other agreement or instrument made or
entered into in connection with each of the Secured Obligations.  Such terms include any provisions in the
Notes or the Credit Agreement which permit borrowing, repayment and
reborrowing, or the making of future advances, or which provide that the
interest rate on one or more of the Secured Obligations may vary from time to
time.  It is the intention of Trustor and Beneficiary that this Deed of Trust
is an instrument (as defined in NRS 106.330 as amended and recodified from
time to time) which secures future advances (as defined in NRS 106.320 as
amended and recodified from time to time) and which is governed by NRS 106.300
through 106.400 as amended and recodified from time to time.  It is the intention of the parties that the
Secured Obligations include the obligation of Trustor to repay future
advances of principal (as defined in NRS 106.345 as amended and recodified
from time to time) in an amount up to the aggregate amount of the Commitments
(which is initially up to $40,000,000.00), and that the lien of this Deed of
Trust secures the obligation of Trustor to repay all such future advances
with the priority set forth in NRS 106.370(1) as amended and recodified from
time to time.  Trustor acknowledges and
agrees that the obligation of Lenders to make the Loans pursuant to the Credit
Agreement, and the obligation of Issuing Bank (as defined in the Credit
Agreement) to issue Letters of Credit pursuant to the Credit Agreement and to
honor draws thereunder are obligatory in nature and not governed by the
provisions of NRS 106.300, et. seq. 
Notwithstanding the foregoing, however, in the event that the making of
the Loans, the issuance of the Letters of Credit, or the honoring of the draws
under the Letters of Credit, are deemed to be optional, then the maximum
principal amount of such Advances to be secured hereunder is initially
$40,000,000.00.  THIS DEED OF TRUST FURTHER WITNESSETH THAT, IN
CONNECTION WITH AND IN FURTHERANCE OF THE FOREGOING GRANTS, AND THE
ENCUMBRANCES, LIENS AND SECURITY INTERESTS CREATED THEREBY,  9 
   TRUSTOR COVENANTS AND AGREES AS FOLLOWS:  10           Certain
Representations and Warranties of Trustor.Trustor represents, warrants and covenants that, except as set
forth in the Credit Agreement or as previously disclosed to Beneficiary in a
writing making reference to this Section 1:  (a)Trustor lawfully possesses and holds fee simple title to
all of the Land and Improvements;  (b)Trustor has or will have good title to all Property other
than the Land and Improvements;  (c)Trustor has the full and unlimited partnership power,
right and authority to encumber the Property and assign the Rents;  (d)This Deed of Trust creates a first priority deed of trust
lien on the Property, subject only to the Permitted Encumbrances (as defined in
the Credit Agreement);  (e)The Property includes all property and rights which may be
reasonably necessary to promote the present and any reasonable future
beneficial use and enjoyment of the Land, the Improvements and the Project;  (f)Trustor owns (or, with respect to any Personal Property
acquired by Trustor after the date hereof, will own) the Personal Property free
and clear of any security agreements, reservations of title or conditional
sales contracts (other than Liens permitted by Section 7.2 of the Credit
Agreement) and there is no financing statement affecting the Personal Property
on file in any public office other than one filed to perfect the security
interests herein granted (other than in respect of Liens permitted by Section
7.2 of the Credit Agreement); and  (g)Trustors place of business, or its chief executive office
if it has more than one place of business, is located at the address of Trustor
specified in the Credit Agreement.  20           Payment
of Obligations.Trustor
shall pay when due the principal of and interest on the indebtedness evidenced
by the Notes; all charges, fees and other sums as provided in the Loan
Documents (as defined in the Credit Agreement); the principal of and interest
on any future advances secured by this Deed of Trust; and the principal of and
interest on any other indebtedness secured by this Deed of Trust.  30           Compliance
with Laws.Trustor
shall not commit, suffer or permit any act to be done, or condition to exist,
on, or with respect to, the Property which violates or is prohibited by any
law, statute, code, act, ordinance, order, judgment, decree, injunction, rule,
regulation, permit, license,  10 
   authorization or direction of any government or subdivision thereof,
whether it be federal, state, county or municipal (collectively, Legal Requirements), which is applicable
to the Property, or any part thereof, now or at any time hereafter, if such
violation or prohibited act or condition could reasonably be expected to have
or cause a Material Adverse Effect (as defined in the Credit Agreement).  40           Maintenance
of Property.Trustor
agrees:  (a) properly to care for and
keep said Property in good condition and repair, ordinary wear and tear excepted;
(b) not to remove, demolish or substantially alter any building on the Real
Property, or permit the removal, demolition or substantial alteration of the
Skyways (except as may otherwise be permitted in the Bridge Easements referred
to in Part II of Exhibit A), except upon the prior written
consent of Beneficiary, provided that neither this clause (b) nor any other
provision of this Deed of Trust shall alter, modify, supersede or limit the
provisions of the Credit Agreement, or any partys rights and obligations
thereunder, relating to the construction of the Project; (c) to complete
promptly and in a good and workmanlike manner any building or other improvement
which may be constructed thereon, to restore promptly in like manner any
portion of the Improvements (and to cause the prompt restoration of the
Skyways) which may be damaged or destroyed from any cause whatsoever (provided
that if, pursuant to Section 7(c) below, Beneficiary is to apply insurance
proceeds to the restoration of the Property but fails to do so, such failure
shall excuse Trustors obligation under this clause (c) but only to the extent
of the insurance proceeds withheld by Beneficiary) and to pay when due all
claims for labor performed and materials furnished therefor (subject to
Trustors right to contest the validity or amount of such lien in accordance
with Section 9 below); (d) to comply (or, with respect to the Skyways, cause
the compliance) with all Legal Requirements and covenants, conditions and
restrictions (including any which require alteration or improvement thereof)
now or hereafter affecting the Property or any part thereof or the Skyways if
such noncompliance could reasonably be expected to have or cause a Material
Adverse Effect, and with all requirements of insurance companies insuring the
Property or any portion thereof or the Skyways and of any bureau or agency
which establishes standards of insurability; (e) not to commit or permit any
waste or deterioration of the Property or the Skyways; (f) to keep and maintain
abutting grounds, sidewalks, roads, parking and landscaped areas in good and
neat order and repair; (g) not to apply for, willingly suffer or permit any
change in zoning, subdivision, or land use regulations affecting the Property
or the Skyways without the prior written consent of Beneficiary, other than any
such change that is beneficial to the Property (with the beneficial nature of
any such change to be determined in Beneficiarys reasonable judgment); (h) not
to drill or extract or enter into any lease for the drilling for or extraction
of oil, gas or other hydrocarbon substances or any mineral of any kind or
character on or from the Property or any part thereof without the prior written
consent of Beneficiary; and (i) to do (or, with respect to the Skyways, to
cause to be done) all other acts, in a timely and proper manner, which, from
the character or use of the Property or the Skyways, may be reasonably
necessary to maintain and preserve its value, the specific enumerations herein
not excluding the general.  With respect
to any matter in this Section 4 requiring Beneficiarys prior consent, Trustor
shall submit to Beneficiary a written request for such consent (together with
such information and documentation as appropriate to enable Beneficiary to make
an informed decision regarding such request), and Beneficiary will have thirty
(30) days after receipt thereof in which to review and respond to such
request.  If Beneficiary fails to
respond to Trustors request within said thirty (30) day period, Trustor may
resubmit its request in  11 
   writing, stating that Beneficiary failed to respond to the initial
request within said thirty (30) day period and, if Beneficiary thereafter fails
to respond to such request within five (5) days, Beneficiary shall be deemed to
have consented thereto.  50           Environmental
Obligations.  (a)Trustor shall exercise due diligence in order to comply
with any and all Environmental Laws (as hereinafter defined) regarding the
presence or removal of Hazardous Material on or in the Property, shall pay
immediately, when due, the costs of removal from the Property and disposal of
any Hazardous Material which is required to be removed pursuant to any
Environmental Laws and shall keep the Property free of any lien which may arise
pursuant to any such Environmental Laws. 
Trustor shall not, and shall use its best efforts to not permit any
person or entity to, release, discharge, or dispose of any Hazardous Material
on the Real Property except in compliance with all Environmental Laws and, if
the same shall exist, Trustor shall immediately remove or cause to be removed
from the Real Property such Hazardous Material to the extent required to be
removed pursuant to any Environmental Laws.  (b)As used herein, the term Hazardous Material shall means:  (i) any chemical, material or substance at any time defined as or
included in the definition of hazardous substances, hazardous materials,
hazardous wastes, extremely hazardous waste, restricted hazardous waste,
infectious waste, toxic substances or any other formulations intended to
define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, TCLP toxicity or EP toxicity or words of similar import under any
applicable Environmental Law or publication promulgated pursuant thereto; (ii)
any oil, petroleum, petroleum fraction or petroleum derived substance; (iii)
any drilling fluid, produced water or other waste associated with the
exploration, development or production of crude oil, natural gas or geothermal
resources; (iv) any flammable substance or explosive; (v) any radioactive
material; (vi) asbestos in any form; (vii) urea formaldehyde foam insulation;
(viii) electrical equipment which contains any oil or dielectric fluid
containing poly-chlorinated biphenyls; (ix) any pesticide; (x) all hazardous
substances defined in NRS 40.504 (NRS
means Nevada Revised Statutes), and (xi) any other chemical, material or
substance exposure to which is prohibited, limited or regulated by any Federal,
state, local or other governmental authority or which may or could pose a
hazard to human health or safety or the environment if released into the
workplace or the environment; the term Environmental
Law means any statute, ordinance, order, rule, regulation, plan,
policy, decree, permit, guidance document, or other requirement of any Federal,
state, local or other governmental authority relating to: (aa) environmental
matters, including, without limitation, those relating to fines, injunctions,
penalties, damages, contribution, cost recovery compensation, losses or
injuries resulting from the Release or threatened Release of Hazardous Material,
(bb) the presence, generation, use, storage, transportation or disposal of
Hazardous Material, or (cc) occupational safety and health, industrial hygiene,
land use or the protection of human, plant or animal health or welfare, in any
manner applicable to any of the Property, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
§ 9601 et seq.), the Hazardous  12 
   Materials Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and
Recovery Act (42 U.S.C. § 6901 et seq.),
the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. §
7401 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Occupational Safety and
Health Act (29 U.S.C. § 651 et seq.)
and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), each as amended and
supplemented, and any analogous future or present local, state and federal
statutes, ordinances and other laws, and rules and regulations promulgated
pursuant thereto, each as in effect as of the date of determination; and the
term Release means any release,
spill, emission, leaking, pumping, pouring, injection, escaping, deposit,
disposal, dispersal, dumping, leaching or migration of Hazardous Material into
the indoor or outdoor environment (including, without limitation, the
abandonment or disposal of any barrels, containers or other closed receptacles containing
any Hazardous Material), or into or out of any of the Property, including the
movement of any Hazardous Material through the air, soil, surface, water,
groundwater or property.  (c)Trustor hereby agrees to indemnify, hold harmless and
defend (by counsel of Beneficiarys choice) Beneficiary, its directors,
officers, employees, agents, successors and assigns from and against any and
all claims, losses, damages, demands, liabilities, fines, penalties,
assessments, charges, administrative and judicial proceedings and orders,
judgments, remedial action requirements, enforcement actions of any kind, and
all costs and expenses incurred in connection therewith (including but not
limited to reasonable attorneys and consultants fees and expenses), arising
directly or indirectly, in whole or in part, out of (i) the presence on or
under the Property (including, but not limited to, the surrounding streets and
sidewalks) of any Hazardous Material (including, without limitation, the
existence in the aquifer underlying the Property and other portions of Reno,
Nevada, or in soils affecting that aquifer, of PCE (tetrachloroethylene) and
hydrocarbons, or either of them on or prior to the Transfer Date (as such
term is defined in the Environmental Indemnity described in Section 45
below), or any Release of any Hazardous Material on, under or from the Property
on or prior to the Transfer Date, or (b) any activity carried on or undertaken
on or off the Property on or prior to the Transfer Date, whether by Trustor or
any employees, agents, contractors or subcontractors of Trustor or any third
persons occupying or present on the Property, in connection with the use,
holding, handling, treatment, removal, storage, decontamination, cleanup,
transport, Release, generation, processing or abatement of any Hazardous
Material located or present in, on or under the Property (including, but not
limited to, the surrounding streets and sidewalks).  The foregoing indemnity shall further apply to any residual
contamination in, on or under the Property (including, but not limited to, the
surrounding streets and sidewalks), or affecting any natural resources, and to
any contamination of any property or natural resources arising in connection
with the generation, use, holding, handling, treatment, removal,
decontamination, cleanup, storage, transport, Release, processing or abatement
of any such Hazardous Material on or prior to the Transfer Date, and
irrespective of whether any of such activities are undertaken in accordance
with applicable Environmental Laws, but shall not include, with respect to any
particular indemnitee and loss, that portion, if any, of that loss which was
caused by the gross negligence or wilful misconduct of that indemnitee.  Trustor hereby acknowledges and agrees that,
notwithstanding any other provision of this Deed of Trust to the contrary, the
obligations of Trustor under this Section 5(c) shall be unlimited personal
obligations of Trustor, shall not be secured by this  13 
   Deed of Trust and shall survive any foreclosure under this Deed of
Trust, any transfer in lieu thereof, and any satisfaction of the Secured
Obligations.  60           Insurance.  (a)           Types and Amounts Required.During the continuance of this Trust, Trustor
shall at all times provide, maintain and keep in force, at no expense to
Trustee or Beneficiary, for the benefit of Trustor and Beneficiary, as their
respective interests may appear, the following policies of insurance:  (i)During the
course of any construction or repair of Improvements on the Property, (x)
builders completed value risk insurance against all risks of physical loss
(including fire and extended coverage, and endorsements extending coverage for
vandalism and malicious mischief, collapse and property in transit, offsite
storage, delay of opening (business interruption), demolition and debris
removal, flood, and, if reasonably available, earthquake), in non-reporting
form, covering 100% of the anticipated construction cost, including soft
costs, with not more than $250,000 deductible from the loss payable for any
casualty and no more than fourteen (14) days for delay of opening; said policy
to contain a permission to occupy upon completion of work or occupancy
endorsement and waiver of subrogation endorsement acceptable to Beneficiary,
and replacement cost coverage in an agreed amount, and (y) an owner/contractor
protective liability policy, providing separate liability coverage for Trustor
and Beneficiary, with a limit of not less than $10,000,000;  (ii)Insurance against loss or damage to the Improvements and
Personal Property by fire and any of the other risks covered by insurance of
the type now known as all risks of physical loss (including flood, and, if
reasonably available, earthquake coverage) in an amount not less than 100% of
the then replacement cost of the Improvements and Personal Property (exclusive
of the cost of excavations, pilings, foundations, footings and other
underground improvements lying below the lowest basement level) without
deduction for physical depreciation; with an Agreed Amount endorsement (waiving
co-insurance), a Replacement Cost Valuation endorsement, a waiver of
subrogation endorsement, coverage for the cost of removing damaged property,
and, if Beneficiary shall so require, coverage for demolition and increased
cost of construction occasioned by operation of any law or ordinance regulating
the construction, use or repair of the Improvements; and with not more than
$250,000 deductible per occurrence and $1,000,000 for the perils of flood and
earthquake, if a sub-deductible applies (and Trustor shall cause similar
casualty insurance to be carried by the owners of the Skyways in accordance
with the provisions of the Bridge Easements referred to in Part II of Exhibit
A);  (iii)Mechanical breakdown insurance (also known as boiler and
machinery insurance) covering pressure vessels, air tanks, boilers, machinery,
pressure piping, heating, air conditioning and elevator equipment and escalator
equipment, if the Improvements contain equipment of such nature, and insurance
against loss of occupancy or use arising from any such  14 
   breakdown, written on a comprehensive form with a combined direct and
indirect limit of $50,000,000; the policy shall include an Agreed Amount
endorsement (waiving co-insurance), a 
Replacement Cost Valuation endorsement, and coverage for increased cost
of construction occasioned by operation of any law or ordinance regulating the
construction, use or repair of the Improvements; the policy may contain
deductibles of no greater than $250,000 for direct damage and forty-eight (48)
hours for indirect loss;  (iv)Comprehensive general liability insurance (1973 Form), written
on an occurrence basis, against claims for death, bodily injury, personal
injury and property damage occurring in, on or about the Real Property or the
adjoining streets, sidewalks and passageways (including, without limitation,
the Skyways), or arising from or connected with the use, conduct or operation
of Trustors business or interest (including, without limitation, products
liability coverage; blanket contractual liability coverage, including both oral
and written contracts; broad form property damage coverage; coverage against
liability for injury or property damage arising out of the use, by or on behalf
of the Trustor or any other person or organization, of any owned, non-owned,
leased or hired automotive equipment in the conduct of any and all operations
of Trustor; coverage for liquor legal liability, innkeepers legal
liability, safe deposit legal liability, and employee benefits legal
liability; coverage for all professional liability exposures associated with
the operation of the health spa; coverage for those hazards commonly known in
the insurance industry as explosion, collapse and underground property damage;
and owners and contractors protective coverage), such insurance to afford
combined single limit protection of not less than $1,000,000 per occurrence; if
such policy contains a self-insured retention, (A) such self-insured retention
shall be no greater than $100,000 per occurrence, with an aggregate of
$1,500,000 for all losses (including expenses) within the self-insured
retention, and (B) Trustor shall be solely responsible for the payment of all
amounts due within said self-insured retention, and the indemnification
provisions contained in this Deed of Trust shall include all liability
associated with said self-insured retention;  (v)Comprehensive business automobile liability insurance, written
under Coverage Symbol 1, covering all owned, non-owned and hired or borrowed
vehicles of Trustor used in connection with any of the construction,
maintenance and operation of the Improvements, naming Trustor as the named
insured and covering Beneficiary as additional insured, insuring against
liability for bodily injury and death and/or for property damage in an amount
not less than $1,000,000 combined single limit per accident; (if the policy contains
a self-insured retention, (A) such self-insured retention shall be no greater
than $100,000 per occurrence, with an aggregate limit of $1,500,000 for all
losses (including expenses) within the self-insured retention, and (B) Trustor
shall be solely responsible for the payment of all amounts due within said
self-insured retention, and the indemnification provisions contained in this
Deed of Trust shall include all liability associated with said self-insured
retention); in addition to said automobile liability insurance, Trustor must
provide, maintain and keep in effect (x) garage liability insurance, providing
$1,000,000 combined single limit for bodily injury and property damage for the
parking garage operation, and (y) garagekeepers legal liability insurance,
providing $1,000,000 limit for  15 
   comprehensive and collision coverages for physical damage to vehicles
in Trustors care, custody and control, with a deductible no greater than
$2,500 for each automobile and $25,000 for each loss;  (vi)A standard Workers Compensation policy covering the State of
Nevada and Employers Liability coverage subject to a limit of no less than
$500,000 for each employee, $500,000 for each accident, and a $500,000 policy
limit, which policy shall include endorsements for Voluntary Compensation and
Employers Liability Coverage and Stop Gap Liability; if Trustor elects to
self-insure Workers Compensation coverage in the State of Nevada, Beneficiary
must be furnished with a copy of the certificate from the state permitting self
insurance and evidence of a stop loss Excess Workers Compensation policy with
a specific retention of no greater than $300,000.  (vii)An Umbrella Liability policy with a limit of no less than $75,000,000
providing excess coverage over all limits and coverages set forth in paragraphs
(iv), (v) and (vi) above, which limits can be obtained by a combination of
Primary and Excess Umbrella policies, provided that all layers follow form with
the underlying policies set forth in paragraphs (iv), (v) and (vi) and are
written on an occurrence form;  (viii)Business interruption insurance/extra expense and loss of rental
value insurance, including coverage for off-premises power losses and an
extended period of indemnity endorsement for at least 180 days, in an amount
representing not less than 100% percent of the annual net profit plus
continuing expenses (including debt service) for the Project, as such net
profit and continuing expenses are reasonably projected by Trustor and
consented to by Beneficiary (or, in the absence of such a projection, as
reasonably projected by Beneficiary), with a deductible of no greater than
seventy-two (72) hours, or $250,000 if a separate deductible applies
($1,000,000 for the perils of flood and earthquake);  (ix)If the Property is located in an area identified by the
Secretary of Housing and Urban Development as a flood hazard area and in which
flood insurance has been made available under the National Flood Insurance Act of
1968, flood insurance covering the Improvements, in an amount, available under
the Act, satisfactory to Beneficiary;  (x)A comprehensive crime policy, including the following
coverages: (A) Employee Dishonesty: $5,000,000; (B) Money & Securities
(inside): $2,000,000; (C) Money & Securities (outside): $2,000,000; (D)
Depositors Forgery: $2,500,000; and (E) Computer Fraud: $2,500,000; such policy
shall be amended so that the term money is defined therein to include
chips, the policy may contain deductibles of no more than $500,000 for
Employee Dishonesty and $250,000 for all other agreements listed above; and  (xi)Such other insurance and in such amounts, and such additional
amounts of the foregoing insurance, as may reasonably be required by Beneficiary,
from time to time, due consideration being given to standard practices in the
industry and to the risks involved in Trustors business, operations or
interest.  16 
    (b)Uniform policy
Requirements.  All policies
of insurance required by the terms of this Deed of Trust:  (i)shall be issued
by insurance companies licensed and admitted to do business in the State of
Nevada, and rated no lower than A:XII in the most recent edition of A.M. Bests
and AA in the most recent edition of Standard & Poors, and in such form
and amounts as are reasonably satisfactory to Beneficiary from time to time;  (ii)shall contain an endorsement or agreement by the insurer that
any loss shall be payable in accordance with the terms of such policy
notwithstanding any act, failure to act, negligence or breach of representation
or warranty of Trustor, or of any party holding under Trustor, which might
otherwise result in forfeiture of said insurance;  (iii)shall contain a waiver by the insurer of all rights of setoff,
counterclaim and deduction against Trustor;  (iv)shall contain a waiver of subrogation by the insurer in favor
of Beneficiary and a clause providing that the policy is primary and that any
other insurance of Beneficiary with respect to the matters covered by such
policy shall be excess and non-contributing;  (v)shall, in the case of policies affording liability insurance
coverage, name Beneficiary (and Beneficiarys officers, directors, employees,
agents and representatives) as additional insured by an endorsement
satisfactory to Beneficiary and contain cross-liability and severability of
interest clauses satisfactory to Beneficiary, and, in the case of other
policies, shall name Beneficiary as a loss payee and have attached thereto a
lenders loss payable endorsement, for the benefit of Beneficiary, in form
satisfactory to Beneficiary (Form 438 BFU, unless otherwise specified by
Beneficiary); and  (vi)shall contain a provision that, notwithstanding any contrary
agreement between Trustor and insurance company, such policies will not be
canceled, fail to be renewed or materially amended (which term shall include
any reduction in the type, scope or limits of coverage) without at least thirty
(30) days prior written notice to Beneficiary.  (c)Blanket and
Umbrella Policies.  If
Beneficiary consents, Trustor may provide any of the required insurance through
an umbrella policy or policies or through blanket policies carried by Trustor
and covering more than one location, or by policies procured by a
tenant or other party holding under Trustor; provided, however, that the
amount of the total insurance allocated to the Real Property and available with
respect to occurrences required to be insured against shall be such as to furnish
protection the equivalent of separate policies in the amounts herein required,
and provided further, that, in all other respects, any such policy or policies
shall comply with all of the other provisions of this Deed of Trust.  17 
   (d)Evidence of Insurance.  At Beneficiarys option, Trustor shall
furnish Beneficiary with an original of all policies of insurance required
under this Section or with a certificate of insurance for each required policy
setting forth the coverage, the limits of liability, the deductibles, if any,
the name of the carrier, the policy number, and the period of coverage, which
certificates shall be executed by authorized officials of the companies issuing
such insurance, or by agents or attorneys-in-fact authorized to issue said
certificates (in which event each such certificate shall be accompanied by a
notarized affidavit, agency agreement or power of attorney evidencing the
authority of the signatory to issue such certificate on behalf of the insurer
named therein).  Trustor shall furnish
to Beneficiary annually, within ten days after the date hereof, or more often
if Beneficiary shall reasonably request, a certificate of Trustor specifying
all insurance policies with respect to the Property and all other policies
required hereby then outstanding and in force, and stating whether or not such
insurance complies with the requirements of this Section and, if it does not,
the manner in which it does not comply. 
At least ten (10) days prior to the expiration of each required policy,
Trustor shall deliver to Beneficiary evidence satisfactory to Beneficiary of
the payment of premium and the renewal or replacement of such policy continuing
insurance in force as required by this Deed of Trust.  (e)Procurement by
Beneficiary.  If Trustor
fails to provide, maintain, keep in force or deliver to Beneficiary the
policies of insurance required by this Deed of Trust, Beneficiary may (but
shall have no obligation to) procure such insurance, or single interest
insurance for such risks covering Beneficiarys interests, and Trustor will pay
all premiums therefor promptly upon demand by Beneficiary; and until such
payment is made by Trustor, the amount of all such premiums, together with
interest thereon at an annual rate equal to the rate specified in Section 2.2
E. (Post-Maturity Interest) of the Credit Agreement (or if such provision is
hereafter replaced or renumbered, the equivalent section) (the Agreed Rate), shall be secured by this
Deed of Trust.  (f)Reserve Fund.  Upon request by Beneficiary following an
Event of Default (as defined in Section 23 hereof) relating to the payment of
money, or following and during the continuance of any other Event of Default,
Trustor shall pay to Beneficiary an initial cash reserve in an amount adequate
to pay all insurance premiums due within the next succeeding twelve calendar
months on all policies of insurance required by this Deed of Trust (or such
lesser amount as may then be specified by Beneficiary), and shall thereafter
deposit with Beneficiary each month, commencing with the first month after such
request by Beneficiary and continuing until all sums secured hereby are paid in
full or Beneficiary notifies Trustor to cease making such deposits, an amount
equal to one-twelfth of the aggregate annual insurance premiums on all policies
of insurance required by this Deed of Trust, as reasonably estimated by
Beneficiary.  In such event Trustor
further agrees to cause all bills, statements or other documents relating to
the foregoing insurance premiums to be sent or mailed directly to
Beneficiary.  Upon receipt of such
bills, statements or other documents evidencing that a premium for a required
policy is then payable, and providing Trustor has deposited sufficient funds
with Beneficiary pursuant to this Section, Beneficiary shall pay such amounts
as may be due thereunder out of the funds so deposited with Beneficiary.  If at any time and for any reason the funds
deposited with Beneficiary are or will be insufficient to pay such amounts as
may be then or subsequently due, Beneficiary may  18 
   notify Trustor and Trustor shall immediately deposit an amount equal to
such deficiency with Beneficiary. 
Notwithstanding the foregoing, nothing contained herein shall cause
Beneficiary to be deemed a trustee of said funds or to be obligated to pay any
amounts in excess of the amount of funds deposited with Beneficiary pursuant to
this Section, nor shall anything contained herein modify the obligation of
Trustor to maintain and keep in force at all times such insurance as is
required by this Deed of Trust. Beneficiary may commingle said reserve with its
own funds and Trustor shall be entitled to no interest thereon.  (g)Replacement Cost.  Whenever Beneficiary requires insurance with
full replacement cost protection, such full replacement cost shall be
determined annually (except in the event of substantial changes, alterations or
additions to the Improvements or in the event of new construction undertaken by
the Trustor, in which event such full replacement cost shall be determined from
time to time as required to assure full replacement cost coverage).  Such determination of full replacement cost
shall be made by written agreement of the insurance carrier and Trustor,
subject to the reasonable approval of Beneficiary.  If they cannot agree or the value shall not be approved by
Beneficiary within thirty (30) days after such request, such full replacement
cost shall be determined by an appraiser, architect or contractor who shall be
reasonably acceptable to Beneficiary. 
No omission on the part of Beneficiary to request any such determination
shall relieve Trustor of its obligations hereunder, and any such determination
to the contrary notwithstanding, Beneficiary may require Trustor to obtain
additional insurance as provided in this Section.  (h)Separate Insurance.  Trustor shall not take out separate
insurance concurrent in form or contributing in the event of loss with that
required by this Section to be furnished by Trustor unless Beneficiary is a
named insured therein, with loss payable as provided herein.  Trustor shall immediately notify Beneficiary
of the taking out of any such separate insurance and shall cause the original
policies in respect thereof or certificates therefor to be delivered to
Beneficiary.  (i)Compliance with
Insurance Requirements. Trustor shall observe and comply with the
requirements of all policies of insurance required to be maintained in
accordance with this Deed of Trust and shall cause the requirements of the
companies writing such policies to be so performed and satisfied that at all
times companies of good standing satisfactory to Beneficiary shall be willing
to write and to continue such insurance. 
Notwithstanding any approval, disapproval, acceptance or acquiescence by
Beneficiary with respect to such insurance, or Beneficiarys obtaining or
failure to obtain any insurance, Beneficiary shall incur no liability as to the
form or legal sufficiency of insurance contracts, the solvency of any insurer
or the payment of any loss, and Trustor hereby expressly assumes full
responsibility therefor.  (j)Assignment of Policies
upon Foreclosure.  In the
event of foreclosure of this Deed of Trust or other transfer of title or
assignment of any of the Property in extinguishment, in whole or in part, of
the debt secured hereby, all right, title and interest of Trustor in and to all
policies of insurance required by this Section with respect to such Property and
any unearned premiums paid thereon shall, without further act, be assigned to
and shall inure to the benefit of and pass to the  19 
   successor in interest to Trustor or the purchaser or grantee of the
Property, and Trustor hereby appoints Beneficiary its lawful attorney-in-fact
to execute an assignment thereof and any other document necessary to effect
such transfer.  (k)Waiver of Subrogation.  Trustor waives any and all right to claim or
recover against Beneficiary, its directors, officers, employees, agents and
representatives, for loss of or damage to Trustor, the Property, any other
property of Trustor, or  any property of
others under Trustors control, from any cause insured against or required to
be insured against by the provisions of this Deed of Trust.  (l)Requirements
Supplemental.The
requirements of this Deed of Trust with respect to insurance and maintenance of
the Property shall be supplemental to and not exclusive of the requirements of
the Credit Agreement and the Security Agreement relating thereto.  7.             Casualties;
Insurance Proceeds.  (a)Notice of Casualties.  Trustor shall give prompt written notice
thereof to Beneficiary after the happening of any material casualty to or in
connection with the Property or any part thereof, whether or not such casualty
is covered by insurance.  (b)Payment of Proceeds.  Prior to any Event of Default, proceeds of
insurance in an amount not greater than $1,000,000 payable in connection with
any casualty affecting all or any portion of the Property shall be payable to
Trustor.  Proceeds in any greater amount
and, after an Event of Default, all proceeds, payable in connection with any
casualty affecting all or any portion of the Property shall be payable to Beneficiary.  Trustor hereby authorizes and directs any
affected insurance company to make payment of such proceeds directly to
Beneficiary.  If Trustor receives any
proceeds of insurance resulting from a casualty which, pursuant to this Deed of
Trust, are to be paid to Beneficiary, Trustor shall promptly pay over such
proceeds to Beneficiary.  Trustor shall
not settle, adjust or compromise any claims for loss, damage or destruction of
the Property or any part thereof under any policy or policies of insurance in
connection with a loss in an amount of $1,000,000 or more without the prior
written consent of Beneficiary to such settlement, adjustment or compromise;
and, after an Event of Default hereunder, Beneficiary shall have the sole and
exclusive right, and Trustor hereby authorizes and empowers Beneficiary, to
settle, adjust or compromise any such claims.  (c)Use in Restoration.  In the event of any damage to or destruction
of the Property, and provided that (i) at the time of such damage or
destruction or thereafter, an Event of Default does not exist hereunder, and
(ii) application of insurance proceeds to restoration of the Property will not,
in Beneficiarys sole judgment, materially impair Beneficiarys security for
the obligations secured hereby, insurance proceeds payable in connection with
such damage or destruction shall be applied, first, toward reimbursement of all
of Beneficiarys reasonable costs and expenses of recovering the proceeds,
including reasonable attorneys fees; then, to payment of all sums advanced by
Beneficiary to protect the Property or the security of the Secured Obligations;
then, to payment of installments of principal  20 
   and interest then due and payable under the Notes; then, to restoration
of the Property, upon conditions which are substantially similar to the
disbursement provisions and conditions set forth in the Credit Agreement, and
all other conditions and provisions established by Beneficiary which are
similar to conditions and provisions then used by Beneficiary for disbursements
of a construction loan (including, without limitation: delivery to Beneficiary
by Trustor of detailed plans and specifications providing for restoration in
accordance with all applicable Legal Requirements of all governmental
authorities having jurisdiction over the Project, together with a detailed
estimate of the cost of the work and schedule therefor and a construction
contract satisfactory to Beneficiary, with a contractor satisfactory to Beneficiary,
for performance of the work within the budgeted amount, and within the
scheduled time for completion; proof that the insurance required hereby is in
force; proof that an amount equal to the sum which Beneficiary is requested to
disburse has theretofore been paid by Trustor, or is then due and payable, for
materials theretofore installed or work theretofore performed upon the Property
and properly includable in the cost of repair, reconstruction or restoration
thereof; proof that, after repair or reconstruction, the Property will be at
least as valuable as it was immediately before the damage or condemnation
occurred; and proof that the insurance proceeds available for repair or
restoration are sufficient, in Beneficiarys determination, to pay for the
total cost of repair or reconstruction, including all associated development
costs and interest projected to be payable on the Secured Obligations until the
repair or reconstruction is complete, or Trustor must provide its own funds in
an amount equal to the difference between the proceeds available for repair or
restoration and a reasonable estimate, made by Trustor and found acceptable by
Beneficiary, of the total cost of repair or reconstruction); and, upon
completion of the work of restoration and payment of the cost thereof, any
balance of such proceeds shall be applied to the indebtedness secured hereby,
in such order as Beneficiary, in its sole discretion, shall determine; and, if
any then remains, it shall be paid over to Trustor.  (d)Application by
Beneficiary.  If (i) at the
time of such damage or destruction or thereafter, an Event of Default exists
hereunder, or (ii) application of insurance proceeds to restoration will, in
Beneficiarys sole judgment, materially impair Beneficiarys security for the
obligations secured hereby, Beneficiary shall have the option, in its sole and
absolute discretion, (1) to apply all or any portion of such proceeds to
any indebtedness or other obligation secured hereby and in such order as
Beneficiary may determine, notwithstanding that said indebtedness or the
performance of said obligation may not be due according to the terms thereof,
or (2) to apply all or any portion of such proceeds to the restoration of
the Property, subject to such conditions as Beneficiary shall determine, or
(3) to deliver all or any portion such proceeds to Trustor, subject to
such conditions as Beneficiary may determine.  (e)Duty to Restore.  Nothing in this Deed of Trust shall be
deemed to excuse Trustor from restoring, repairing and maintaining the
Property, as herein provided (other than Beneficiarys failure to apply
insurance proceeds to the restoration of the Property as and to the extent
required by Section 7(c) above, which failure shall excuse Trustor only to the
extent of the insurance proceeds so withheld by Beneficiary), regardless of
whether or not insurance proceeds are available for restoration, whether or not
any such proceeds are sufficient in amount, or whether or not the Property can
be restored to the same condition and character as existed prior to such damage
or destruction.  21 
   8.             Taxes
and Impositions.  (a)Payment by Trustor.Subject to the provisions of
Section 8(d) below, Trustor shall pay, or cause to be paid, at least ten (10)
days prior to delinquency, all real property taxes and assessments, general and
special, and all other taxes and assessments of any kind or nature whatsoever,
including, without limitation, non-governmental levies or assessments such as maintenance
charges, owner association dues or charges or fees, levies or charges resulting
from covenants, conditions or restrictions affecting the Property or the
Skyways, which are assessed or imposed upon the Property or the Skyways, or
become due and payable, and which create, may create or appear to create a lien
upon the Property, or any part thereof, or the Skyways, or upon any personal
property, equipment or other facility used in the operation or maintenance
thereof (all of which taxes, assessments and charges, together with any and all
other taxes, and charges of a similar kind or nature are collectively referred
to hereinafter as Impositions);
provided, however, that if, by law, any such Imposition is payable, or may at
the option of the taxpayer be paid, in installments, Trustor may pay the same
or cause it to be paid, together with any accrued interest on the unpaid
balance of such Imposition, in installments as the same become due and before
any fine, penalty, interest or cost may be added thereto for the nonpayment of
any such installment and interest.  (b)New Impositions.If at any time after the date
hereof there shall be assessed or imposed (i) a tax or assessment on the
Property in lieu of or in addition to the Impositions payable by Trustor
pursuant to Subsection (a) of this Section, or (ii) a license fee, tax or
assessment imposed on Beneficiary and measured by or based in whole or in part
upon the amount of the Notes or other obligations secured hereby, then all such
taxes, assessments or fees shall be deemed to be included within the term Impositions as defined in Subsection (a)
of this Section, and Trustor shall pay and discharge the same as herein
provided with respect to the payment of Impositions, if Trustor is permitted by
law to pay the same.  If Trustor is
prohibited by law from paying such Impositions, then, at the option of
Beneficiary, all obligations secured hereby, together with all accrued interest
thereon, shall immediately become due and payable.  Anything to the contrary herein notwithstanding, Trustor shall
have no obligation to pay any franchise, estate, inheritance, income, excess
profits or similar tax levied on Beneficiary or on the obligations secured
hereby.  (c)Proof of Payment.Subject to the provisions of Subsection
(d) of this Section, Trustor shall deliver to Beneficiary, within seven (7)
days after the date upon which any Imposition is due and payable by Trustor in
accordance with this Deed of Trust, official receipts of the appropriate taxing
authority, or other proof satisfactory to Beneficiary, evidencing the payment
thereof.  (d)Contest of
Assessments.Trustor shall
have the right before any delinquency occurs to contest or object to the amount
or validity or amount of any such Imposition by appropriate legal proceedings,
but this shall not be deemed or construed in any way as relieving, modifying or
extending Trustors covenant to pay any such Imposition at the time and in the
manner provided in this Section unless Trustor has given prior written notice
to Beneficiary of Trustors intent so to contest or  22 
   object to an Imposition, and unless, at Beneficiarys sole option, (i)
Trustor shall demonstrate to Beneficiarys satisfaction that the legal proceedings
shall conclusively operate to prevent the sale of the Property, or any part
thereof, to satisfy such Imposition prior to final determination of such
proceedings; or (ii) Trustor shall furnish a good and sufficient bond or surety
as requested by and satisfactory to Beneficiary; or (iii) Trustor shall
demonstrate to Beneficiarys satisfaction that Trustor has provided a good and
sufficient undertaking as required or permitted by law to accomplish a stay of
any such sale.  (e)Reserve Fund.Upon request by Beneficiary
following an Event of Default relating to the payment of money, or following
and during the continuance of any other Event of Default, Trustor shall pay to
Beneficiary an initial cash reserve in an amount adequate to pay all
Impositions for the ensuing tax fiscal year (or such lesser amount as may then
be specified by Beneficiary), and shall thereafter deposit with Beneficiary
each month, commencing with the first month after such request by Beneficiary
and continuing until all sums secured hereby are paid in full or Beneficiary
gives notice to Trustor to cease making such deposits, an amount equal to
one-twelfth of the sum of the annual Impositions, as reasonably estimated by
Beneficiary.  In such event, Trustor
further agrees to cause all bills, statements or other documents relating to
Impositions to be sent or mailed directly to Beneficiary.  Upon receipt of such bills, statements or
other documents evidencing that Impositions are then payable, and providing
Trustor has deposited sufficient funds with Beneficiary pursuant to this
Section, Beneficiary shall pay such amounts as may be due thereunder out of the
funds so deposited with Beneficiary.  If
at any time and for any reason the funds deposited with Beneficiary are or will
be insufficient to pay such amounts as may then or subsequently be due,
Beneficiary may notify Trustor and upon such notice Trustor shall immediately
deposit an amount equal to such deficiency with Beneficiary.  Notwithstanding the foregoing, nothing
contained herein shall cause Beneficiary to be deemed a trustee of said funds
or to be obligated to pay any amounts in excess of the amount of funds
deposited with Beneficiary pursuant to this Section, nor shall anything
contained herein modify the obligation of Trustor to pay, or cause to be paid,
all Impositions.  Beneficiary may
commingle said reserve with its own funds and Trustor shall be entitled to no
interest thereon.  Beneficiary may impound
or reserve for future payment of Impositions such portion of such payments as
Beneficiary may in its absolute discretion deem proper, applying the balance
upon any indebtedness or obligation secured hereby in such order as Beneficiary
may determine, notwithstanding that said indebtedness or the performance of
said obligation may not yet be due according to the terms thereof.  Should Trustor fail to deposit with
Beneficiary (exclusive of that portion of said payments which has been applied
by Beneficiary upon any indebtedness or obligation secured hereby) sums
sufficient to fully pay such Impositions at least thirty (30) days before
delinquency thereof, Beneficiary may, at Beneficiarys election, but without
any obligation so to do, advance any amounts required to make up the
deficiency, which advances, if any, together with interest thereon at an annual
rate equal to the Agreed Rate, shall be secured hereby and shall be repayable
to Beneficiary upon demand; or, at the option of Beneficiary, Beneficiary may,
without making any advance whatever, apply any sums held by it upon any indebtedness
or obligation secured hereby, in such order as Beneficiary may determine,
notwithstanding that said indebtedness or the performance of said obligation
may not yet be due according to the terms thereof.  24 
   (f)Joint Assessment.Trustor shall not initiate, and,
to the maximum extent permitted by law, shall not suffer or permit the joint
assessment of any real and personal property which may constitute all or a
portion of the Property or any other procedure whereby the lien of real
property taxes and the lien of personal property taxes shall be assessed,
levied or charged to the Property as a single lien.  (g)Tax Service.Trustor shall cause to be
furnished to Beneficiary a tax reporting service, covering the Property, of the
type and duration, and with a company, satisfactory to Beneficiary.  9.             Liens.Trustor shall pay and
promptly discharge, at Trustors cost and expense, all liens, encumbrances and
charges upon the Property, or any part thereof or interest therein; provided
that Trustor shall have the right to contest in good faith the validity or
amount of any such lien, encumbrance or charge in accordance with the
provisions of the Credit Agreement, and provided further that Trustor will not
be required to pay or discharge Permitted Encumbrances.  If Trustor shall fail to remove and
discharge any such lien, encumbrance or charge when due (or, if being contested
in accordance with the Credit Agreement, promptly upon final determination of such
contest proceedings), then, in addition to any other right or remedy of
Beneficiary, Beneficiary may, but shall not be obligated to, discharge the
same, either by paying the amount claimed to be due, or by procuring the
discharge of such lien, encumbrance or charge by depositing in a court a bond
or the amount claimed or otherwise giving security for such claim, or by
procuring such discharge in such manner as is or may be prescribed by law.  Trustor shall, immediately upon demand
therefor by Beneficiary, pay to Beneficiary an amount equal to all costs and
expenses incurred by Beneficiary in connection with the exercise by Beneficiary
of the foregoing right to discharge any such lien, encumbrance or charge,
together with interest thereon from the date of such expenditure at an annual
rate equal to the Agreed Rate.  25 
   10.          Easements
and Leaseholds.If a
leasehold estate or an easement or other incorporeal right constitutes a
portion of the Real Property, Trustor agrees not to amend, change or modify
(other than any such amendment, change or modification that is beneficial to
the Real Property, with the beneficial nature thereof to be determined in
Beneficiarys reasonable judgment) or terminate such leasehold estate, easement
or other right or interest, or any right thereto or interest therein, without
the prior written consent of Beneficiary. 
Consent to one amendment, change, agreement or modification shall not be
deemed to be a waiver of the right to require consent to other, future or
successive amendments, changes, agreements or modifications.  Trustor shall submit to Beneficiary any such
request for consent in writing (which request shall include such information
and documentation as appropriate to enable Beneficiary to make an informed
decision regarding such request), and Beneficiary will have thirty (30) days
after receipt thereof in which to review and respond to such request.  If Beneficiary fails to respond to Trustors
request within said thirty (30) day period, Trustor may resubmit its request in
writing, stating that Beneficiary failed to respond to the initial request
within said thirty (30) day period and, if Beneficiary thereafter fails to
respond to such request within five (5) days, Beneficiary shall be deemed to
have consented thereto.  Trustor agrees
to perform all obligations and agreements with respect to said leasehold,
easement or other right or interest and shall not take any action or omit to take
any action which would effect or permit the termination thereof.  Trustor agrees to promptly notify
Beneficiary in writing with respect to any default or alleged default by any
party thereto and to deliver to Beneficiary copies of all notices, demands,
complaints or other communications received or given by Trustor with respect to
any such default or alleged default. 
Beneficiary shall have the option to cure any such default and to
perform any or all of Trustors obligations thereunder or with respect thereto.
All sums expended by Beneficiary in curing any such default shall be secured
hereby and shall be immediately due and payable without demand or notice and
shall bear interest from date of expenditure at an annual rate equal to the
Agreed Rate.  11.          Further
Acts.Trustor shall do and perform
all acts necessary to keep valid and effective the charges and lien hereof, to
carry into effect its object and purposes, to protect the lawful owners of the
Notes and other obligations secured hereby; shall execute and deliver to
Beneficiary at any time, upon request of Beneficiary, all other and further
instruments in writing necessary to vest in and secure to Trustee each and
every part of the Real Property and to Beneficiary the Rents therefrom and
rights and interest of Beneficiary therein or with respect thereto; and, upon
request by the Beneficiary, shall supply evidence of fulfillment of each of the
covenants herein contained concerning which a request for such evidence has
been made.  26 
   12.          Assignment
of Rents.  (a)Assignment to
Beneficiary; Trustors Limited License to Collect Prior to Default.Notwithstanding any language
contained herein, or in any other document, to the contrary, Trustor hereby
irrevocably and absolutely assigns and transfers to Beneficiary, without having
to first take possession of the Property, all Rents, including all present and
future Leases and other rental agreements, reserving unto Trustor a license to
collect such Rents prior to the occurrence of any Event of Default.  Upon the occurrence of an Event of Default,
such license reserved to Trustor shall be immediately revoked without further
demand or notice, and any Rents, including those past due, unpaid or
undetermined, may be collected by Beneficiary or its agent, and any amount so
collected shall be applied, less costs and expenses of operation and
collection, including reasonable attorneys fees, to any indebtedness and/or
obligations secured hereby, and in such order as Beneficiary shall determine,
provided that, upon Trustors cure of any Event of Default not relating to the
payment of money, Beneficiary will reinstate Trustors license to collect such
Rents.  The collection of such Rents,
and the application thereof as aforesaid, shall not cure or constitute a waiver
of any default or notice of default hereunder or invalidate any act done
pursuant to such notice.  Trustor and
Beneficiary intend that this assignment shall be a present, absolute and
unconditional assignment, not an assignment for additional security only, and
shall, immediately upon the execution hereof, subject to the license granted
above, give Beneficiary, and its agent, the right to collect the Rents and to
apply them as aforesaid.  Nothing
contained herein, nor any collection of Rents by Beneficiary, or its agent or a
receiver, shall be construed to make Beneficiary (i) a
Mortgagee-in-Possession of the Property so long as Beneficiary has not itself
entered into actual possession of the Property; (ii) responsible for performing
any of the obligations of the lessor under any Lease; (iii) responsible for any
waste committed by lessees or any other parties, any dangerous or defective
condition of the Property, or any negligence in the management, upkeep, repair
or control of the Property; or (iv) liable in any manner for the Property or
the use, occupancy, enjoyment or operation of all or any part of it (provided
that this clause (iv) shall not act to relieve Beneficiary from liability
resulting from the gross negligence or willful misconduct of Beneficiary).  (b)No Other
Assignments.Trustor hereby
represents to Beneficiary that there is no assignment or pledge of any Leases
of, or Rent from, the Property now in effect, and covenants that, until the
Notes are fully paid, the Letters of Credit (as defined in the Credit
Agreement) have expired or been canceled, and the other Secured Obligations are
fully satisfied and the Commitments (as defined in the Credit Agreement) are
terminated, Trustor will not make any such assignment or pledge to anyone other
than Beneficiary nor will it accept any periodic payments which are to be made
pursuant to such Leases or Rents more than thirty (30) days in advance of the
date on which such payments are due.  13.          Actions
Affecting Property.Trustor shall
give Beneficiary and Trustee prompt written notice of the assertion of any
claim with respect to, or the filing of any action or proceeding affecting or
purporting to affect, the Property or Skyways, or title thereto or any right of
possession thereof, or this Deed of Trust or the security hereof or the rights
or powers of Beneficiary or Trustee hereunder. 
Trustor shall appear in and contest any such action or proceeding at
Trustors sole expense; and shall pay all costs and expenses, including cost of
evidence of title and reasonable attorneys fees, in  27 
   any such action or proceeding in which Beneficiary or Trustee may
appear.  14.          Eminent
Domain.If any proceeding or action
be commenced for the taking of the Property, or any part thereof or interest
therein, for public or quasi-public use under the power of eminent domain,
condemnation or otherwise, or if the same be taken or damaged by reason of any
public improvement or condemnation proceeding, or in any other manner, or
should Trustor receive any notice or other information regarding such
proceeding, action, taking or damage (including, without limitation, a proposal
to purchase the Property or some portion thereof in lieu of condemnation),
Trustor shall give prompt written notice thereof to Beneficiary.  Beneficiary shall be entitled, at its
option, without regard to the adequacy of its security, to investigate and
negotiate with the condemnor concerning the proposed taking, to commence,
appear in and prosecute in its own name any such action or proceeding, and, if
the amount of the Award (defined below) is an amount greater than $1,000,000,
or if an Event of Default then exists hereunder, to make any compromise or
settlement in connection with such taking or damage.  Trustor shall not compromise or settle any such action or
proceeding or agree to any sale in lieu of condemnation if the amount of the
Award is an amount greater than $1,000,000 without the prior written consent of
Beneficiary.  All compensation, awards,
damages, rights of action and proceeds awarded to Trustor by reason of any such
taking, transfer or damage (the Award)
are hereby assigned to Beneficiary and Trustor agrees to execute such further
assignments of the Award as Beneficiary or Trustee may require.  After deducting therefrom all costs and
expenses (regardless of the particular nature thereof and whether incurred with
or without suit), including reasonable attorneys fees, incurred by it in connection
with any such negotiations, action or proceeding (whether or not prosecuted to
judgment), Beneficiary shall, if (i) an Event of Default does not then exist
hereunder, and (ii) if application of the Award to restoration of the
Property will not, in Beneficiarys sole judgment, materially impair
Beneficiarys security for the obligations secured hereby, apply the Award to
the restoration of the Property, upon conditions substantially similar to the
disbursement provisions and conditions set forth in the Credit Agreement, and
all other conditions and provisions established by Beneficiary which are
similar to conditions and provisions then used by Beneficiary for disbursements
of a construction loan (it being expressly understood and agreed that
Beneficiary may condition disbursement of such proceeds for restoration upon
proof that an amount equal to the sum which Beneficiary is requested to
disburse has theretofore been paid by Trustor without reimbursement therefor,
or is then due and payable, for materials theretofore installed or work theretofore
performed upon the Property and properly includable in the cost of repair,
reconstruction or restoration thereof). 
If, at the time of receipt by Beneficiary of such proceeds, (i) an Event
of Default then exists hereunder, or (ii) application of the Award to
restoration will, in Beneficiarys sole judgment, materially impair
Beneficiarys security for the obligations secured hereby, Beneficiary shall
have the option, in its sole and absolute discretion, (1) to apply all or
any portion of the Award upon any indebtedness or other obligation secured
hereby and in such order as Beneficiary may determine, notwithstanding that
said indebtedness or the performance of said obligation may not be due
according to the terms thereof, or (2) to apply all or any portion of the
Award to the restoration of the Property, subject to such conditions as
Beneficiary may determine, or (3) to deliver all or any portion of the Award,
after such deductions, to Trustor, subject to such conditions as Beneficiary
may determine (and, if the Award is not sufficient to satisfy the Secured
Obligations in full, Trustor shall immediately pay any remaining balance,
together  28 
   with all accrued interest thereon). 
Nothing herein contained shall be deemed to excuse Trustor from
restoring, repairing and maintaining the Property, as herein provided (other
than Beneficiarys failure to apply the Award to the restoration of the
Property as and to the extent required by the provisions of this Section 14,
which failure shall excuse Trustor only to the extent of the Award so withheld
by Beneficiary), regardless of whether or not the Award is available for
restoration, whether or not any such Award is sufficient in amount, or whether
or not the Property can be restored to the same condition and character as
existed prior to such damage or partial taking.  Trustor hereby specifically, unconditionally and irrevocably
waives all rights of a property owner under all laws, including NRS 37.115, as
amended or recodified from time to time, which provide for allocation of
condemnation proceeds between a property owner and a lienholder.  15.          Due
on Sale.Except as
otherwise permitted in the Credit Agreement, or this Deed of Trust, if the
Trustor shall sell or convey, or create or permit to exist any mortgage,
pledge, security interest or other encumbrance on, or in any other manner
alienate or otherwise transfer the Real Property hereby encumbered or any
part thereof or any interest therein, or shall enter into any agreement for the
same that is not expressly conditioned on Beneficiarys approval, or shall be
divested of its title in any manner or way, whether voluntary or involuntary or
by merger, without the written consent of Beneficiary being first had and obtained,
any indebtedness or obligation secured hereby, irrespective of the maturity
dates expressed in the Notes or any other notes, instruments or documents
evidencing the same, at the option of Beneficiary, and without demand or
notice, shall immediately become due and payable.  Consent to one such transaction shall not be deemed to be a
waiver of the right to require consent to future or successive
transactions.  Beneficiary may grant or
deny such consent in its sole discretion and, if consent should be given, any
such transfer shall be subject to this Deed of Trust, and any such transferee
shall assume all obligations hereunder and agree to be bound by all provisions
contained herein.  Such assumption shall
not, however, release Trustor or any maker or guarantor of any Secured
Obligation from any liability with respect thereto without the prior written
consent of Beneficiary.  As used herein,
transfer includes the direct or
indirect sale, agreement to sell, transfer, conveyance, pledge, collateral assignment
or hypothecation of the Real Property, or any portion thereof or interest
therein, whether voluntary, involuntary, by operation of law or otherwise, the
execution of any installment land sale contract or similar instrument affecting
all or a portion of the Real Property, or the lease of all or substantially all
of the Real Property.  The term transfer shall also include the direct or
indirect transfer, assignment, hypothecation or conveyance of legal or
beneficial ownership of (i) any partnership interest in Trustor,
(ii) any partnership or other interest in any general partner in Trustor,
or in any partner or member in or other constituent of any general partner of
Trustor, that is a partnership or limited liability company or similar entity,
or (iii) any stock in any general partner in Trustor, or in any
constituent of any general partner or Trustor, that is a corporation.  16.          Partial
or Late Payments.By
accepting payment of any indebtedness secured hereby after its due date,
Beneficiary does not waive its right either to require prompt payment, when
due, of all other indebtedness so secured or to declare default, as herein
provided, for failure to so pay.  29 
   17.          Reconveyance
By Trustee.Upon receipt
of written request from Beneficiary reciting that all sums secured hereby have
been paid, and the Letters of Credit have expired or been canceled and the
Commitments have terminated, and upon surrender of this Deed of Trust and the
Notes secured hereby to Trustee for cancellation and retention, or such other
disposition as Trustee, in its sole discretion, may choose, and upon payment of
its fees, the Trustee shall reconvey, without warranty or recourse, the
Property then held hereunder.  The
recitals in such reconveyance of any matters of fact shall be conclusive proof
of the truth thereof.  The grantee in
such reconveyance may be described in general terms as the person or persons
legally entitled thereto.  18.          Right
of Beneficiary and Trustee to Appear.If, during the existence of the trust created hereby, there be
commenced or pending any suit or action materially and adversely affecting the
Property, or any part thereof, or the title thereto, or if any adverse claim
for or against the Property, or any part thereof, be made or asserted, the
Trustee or Beneficiary may appear or intervene in the suit or action and retain
counsel therein and, unless such suit or action is being diligently contested
in good faith by Trustor and Trustor shall have established and maintained
adequate reserves with Beneficiary for the full payment and satisfaction of
such suit or action if determined adversely to Trustor, may defend same, or
otherwise take such action therein as the Trustee or Beneficiary may be advised
and may pay and expend such sums of money as the Trustee or Beneficiary may
deem to be necessary and Trustor shall pay all reasonable costs and expenses of
Trustee and Beneficiary incurred in connection therewith.  19.          Performance
by Trustee or Beneficiary.If Trustor fails to make any payment or perform any act as and in
the manner provided in any of the Loan Documents, then the Trustee or
Beneficiary, at the election of either of them and without any obligation to do
so, after the giving of reasonable notice to the Trustor, or any successor in
interest of the Trustor, or any of them and without releasing Trustor from any
obligation hereunder, may make such payment or perform such act and incur any
liability, or expend whatever amounts, in its absolute discretion, it may deem
necessary therefor.  In connection
therewith (without limiting their general and other powers, whether conferred
herein, in another Loan Document or by law), Beneficiary and Trustee, and each
of them, shall have and are hereby given the right, but not the obligation,
(i) to enter upon and take possession of the Property; (ii) to make
additions, alterations, repairs and improvements to the Property which they or
either of them may consider necessary or proper to keep the Property in good condition
and repair; (iii) to appear and participate in any action or proceeding
affecting or which may affect the security hereof or the rights or powers of
Beneficiary or Trustee; (iv) to pay, purchase, contest or compromise any
encumbrance, claim, charge, lien or debt which in the judgment of either may
affect or appears to affect the security of this Deed of Trust or to be prior
or superior hereto; and (v) in exercising such powers, to pay necessary
expenses, including employment of counsel and other necessary or desirable
consultants.  All sums incurred or
expended by the Trustee or Beneficiary, under the terms hereof (including,
without limiting the generality of the foregoing, costs of evidence of title,
court costs, appraisals, surveys, and receivers, Trustees and reasonable
attorneys fees, costs and expenses (including, without limitation, the
reasonable fees and expenses of attorneys for Trustee), whether or not an
action is actually commenced in connection therewith), shall become due and payable
by the Trustor to the Trustee or Beneficiary, as  30 
   the case may be, on the next interest or installment payment date under
the Notes secured hereby and shall bear interest until paid at an annual percentage
rate equal to the Agreed Rate.  In no
event shall payment by Trustee or Beneficiary be construed as a waiver of the
default occasioned by Trustors failure to make such payment or payments.  20.          Inspections.Beneficiary, or its agents,
representatives or workers, are authorized to enter at any reasonable time upon
or in any part of the Property for the purpose of inspecting the same and for
the purpose of performing any of the acts it is authorized to perform hereunder
or under the terms of any of the Loan Documents.  21.          Invalidity
of Lien.If the lien of
this Deed of Trust is invalid or unenforceable as to any part of the
Obligations or the Indebtedness (as those capitalized terms are defined in
the Credit Agreement) of Trustor under the Loan Documents, or if the lien is
invalid or unenforceable as to any part of the Property, the unsecured or
partially secured portion of such Obligations and Indebtedness shall be
completely paid prior to the payment of the remaining and secured or partially
secured portion of such Obligations and Indebtedness, and all payments made on
such Obligations and Indebtedness, whether voluntary or under foreclosure or
other enforcement action or procedure, shall be considered to have been first
paid on and applied to the full payment of that portion of such Obligations and
Indebtedness which is not secured or is not fully secured by the lien of this
Deed of Trust.  22.          Subrogation.To the extent that proceeds
of the Notes or other sums advanced by Beneficiary are used to pay any
outstanding lien, charge or prior encumbrance against the Property, such
proceeds shall be deemed to have been advanced by Beneficiary at Trustors
request and Beneficiary shall be subrogated to any and all rights and liens
held by any owner or holder of such outstanding liens, charges and prior
encumbrances, regardless of whether said liens, charges or encumbrances are
released.  23.          Events
of Default.Trustor
will be in default under this Deed of Trust upon the occurrence of any one or
more of the following events (some or all collectively, Events of Default; any one singly, an Event of Default):  (a)Failure to Pay.  Any amount due under any of the Notes, the
Credit Agreement, this Deed of Trust or any other Loan Document, or any other
amount the payment of which is secured hereby, is not paid when due; or  (b)Other Breaches Hereof.  A breach by Trustor of any representation,
warranty or covenant in this Deed of Trust which is not cured within fifteen
(15) days after receipt by Trustor of notice of such breach; or  (c)           Future
Advances.Trustor or
any other borrower (as that term is defined in NRS 106.310, as amended or
recodified from time to time) who may send a notice pursuant to
NRS 106.380(1), as amended or recodified from time to time with respect to
this Deed of Trust,  31 
   (i) delivers, sends by mail or otherwise gives, or purports to
deliver, send by mail or otherwise give, to Beneficiary, (A) any notice of
an election to terminate the operation of this Deed of Trust as security for
any Secured Obligation, including any obligation to repay any future advance
(as defined in NRS 106.320, as amended or recodified from time to time) of
principal (as defined in NRS 106.345, as amended or recodified from time
to time), or (B) any other notice pursuant to NRS 106.380(1), as amended
or recodified from time to time, (ii) records a statement pursuant to
NRS 106.380(3), as amended or recodified from time to time, or (iii) causes
this Deed of Trust, any Secured Obligation, or Beneficiary to be subject to
NRS 106.380(2), 106.380(3) or 106.400, each as amended or recodified from
time to time; or  (d)Defaults Under Other
Loan Documents.  The
occurrence under any of the Loan Documents of an Event of Default (as defined
therein).  24.          Remedies.At any time after an Event of Default,
Beneficiary and Trustee will be entitled to invoke any and all of the following
rights and remedies, all of which will be cumulative, and the exercise of any
one or more of which shall not constitute an election of remedies:  (a)           Acceleration.Beneficiary may declare any or all of the
Secured Obligations to be due and payable immediately, without presentment,
demand, protest or notice of any kind.  (b)           Receiver.Beneficiary may apply to any court of
competent jurisdiction for, and obtain appointment of, a receiver for the
Property or any part thereof, without notice to Trustor or anyone claiming
under Trustor, and without regard to the then value of the Property or the
adequacy of any security for the Secured Obligations, and Trustor hereby
irrevocably consents to such appointment and waives notice of any application
therefor.  Any such receiver or
receivers shall have all the usual powers and duties of receivers in like or
similar cases and all the powers and duties of Beneficiary in case of entry as
provided herein and in the Credit Agreement and shall continue as such and
exercise all such powers until the later of (i) the date of confirmation
of sale of all of the Property; (ii) the disbursement of all proceeds of
the Property collected by such receiver and the payment of all expenses
incurred in connection therewith; or (iii) the termination of such
receivership with the consent of Beneficiary or pursuant to an order of a court
of competent jurisdiction.  Beneficiary
may also request, in connection with any foreclosure proceeding hereunder, that
the Nevada Gaming Commission petition a District Court of the State of Nevada
for the appointment of a supervisor to conduct the normal gaming activities on
the Property following such foreclosure proceeding.  (c)           Entry.Beneficiary, in person, by agent or by
court-appointed receiver, may enter, take possession of, manage and operate all
or any part of the Property, subject to applicable Gaming Laws, and may also do
any and all other things in connection with those actions that Beneficiary may,
in its sole discretion, consider necessary and appropriate to protect the
security of this Deed of Trust.  Such
other things may include, among other things, any of the following: taking and
possessing all of Trustors or the then owners books and records; entering
into, enforcing, modifying, or canceling Leases on such terms and conditions as
Beneficiary may consider proper; obtaining and evicting  32 
   tenants; fixing or modifying Rents; collecting and receiving any
payment of money owing to Trustor; completing construction; and contracting for
and making repairs and alterations.  If
Beneficiary so requests, Trustor shall assemble all of the Property that has
been removed from the Real Property in violation of the Loan Documents and make
all of it available to Beneficiary at the site of the Real Property.  Trustor hereby irrevocably constitutes and
appoints Beneficiary as Trustors attorney-in-fact to perform such acts and
execute such documents as Beneficiary in its sole discretion may consider to be
appropriate in connection with taking these measures, including endorsement of
Trustors name on any instruments. 
Regardless of any provision of this Deed of Trust or the Credit
Agreement, Beneficiary shall not be considered to have accepted any property
other than cash or immediately available funds in satisfaction of any
obligation of Trustor to Beneficiary, unless Beneficiary has given express
written notice of Beneficiarys election of that remedy in accordance with the
Nevada Uniform Commercial Code, as it may be amended or recodified from time to
time.  (d)           Cure;
Protection of Security.Either
Beneficiary or Trustee may cure any breach or default of Trustor, and if it
chooses to do so in connection with any such cure, Beneficiary or Trustee may
also enter the Property and, whether or not Beneficiary or Trustee enter the
Property, do any and all other things which it, in its sole discretion, may
consider necessary and appropriate to protect the security of this Deed of
Trust, including, without limitation, the right to complete the
Improvements.  Such other things may
include: appearing in and/or defending any action or proceeding which purports
to affect the security of, or the rights or powers of Beneficiary or Trustee
under, this Deed of Trust; paying, purchasing, contesting or compromising any
encumbrance, charge, lien or claim of lien which in Beneficiarys or Trustees
sole judgment is or may be senior in priority to this Deed of Trust, such
judgment of Beneficiary or Trustee to be conclusive as among the parties to
this Deed of Trust; obtaining insurance and/or paying any premiums or charges
for insurance required to be carried under this Deed of Trust; otherwise caring
for and protecting any and all of the Property; and employing counsel,
accountants, contractors and other appropriate persons to assist Beneficiary or
Trustee.  Beneficiary and Trustee may
take any of the actions permitted under this Subsection either with or without
giving notice to any person.  (e)           Uniform
Commercial Code Remedies.With respect to Personal Property,
Beneficiary may exercise any or all of the remedies granted to a secured party
under NRS Section 104.9101 et seq. (the Nevada enactment of Article 9 of the
Uniform Commercial Code), together with any and all other rights and remedies
provided in the Security Agreement.  (f)            Judicial
Action.Beneficiary may bring an
action in any court of competent jurisdiction to foreclose this Deed of Trust
or to obtain specific enforcement of any of the covenants or agreements of this
Deed of Trust or for any other remedy provided herein, in the Credit Agreement,
in any Loan Document or otherwise provided by law or in equity.  (g)           Power
of Sale.Under the
power of sale herein granted, Beneficiary shall have the discretionary right to
cause some or all of the Property, including any Property which constitutes
personal property, to be sold or otherwise disposed of in any combination and
in any manner permitted by applicable law.  33 
    (i)            Sales
of Personal Property.  (A)For purposes of the power of sale herein granted, Beneficiary
may elect to treat as personal property any Property which is intangible or
which can be severed from the Land or Improvements without causing structural
damage. If Beneficiary chooses to do so, Beneficiary may dispose of any
personal property separately from the sale of real property, in any manner
permitted by or under the NRS, including any public or private sale, or in any
manner permitted by any other applicable law.  (B)The following provision shall apply in the absence of any
specific statutory requirement which permits or requires a different notice
period:  In connection with any sale or
other disposition of such Property, Trustor agrees that the following
procedures constitute a commercially reasonable sale: Beneficiary shall mail
written notice of the sale to Trustor not later than ten (10) days prior to
such sale.  Upon receipt of any written
request, Beneficiary will, to the extent reasonably practicable, make the
Property available to any bona fide prospective purchaser for inspection during
reasonable business hours prior to the sale. 
Notwithstanding any provision to the contrary, Beneficiary shall be
under no obligation to consummate a sale if, in its judgment, none of the
offers received by it equals the fair value of the Property offered for
sale.  The foregoing procedures do not
constitute the only procedures that may be commercially reasonable.  (ii)           Trustees
Sales of Real Property or Mixed Collateral.  (A)Beneficiary may choose to dispose of some or all of the
Property which consists solely of real property in any manner then permitted by
applicable law.  In its discretion,
Beneficiary may also or alternatively choose to dispose of some or all of the
Property, in any combination consisting of both real and personal property,
together in one sale to be held in accordance with the law and procedures
applicable to real property.  Trustor
agrees that any sale of personal property together with real property
constitutes a commercially reasonable sale of the personal property.  For purposes of this power of sale, either a
sale of real property alone, or a sale of both real and personal property
together in accordance with law, will sometimes be referred to as a Trustees Sale.  (B)Before any Trustees Sale, Beneficiary or Trustee shall give
and record such notice of default and election to sell as may then be required
by law.  When all time periods then
legally mandated have expired, and after such notice of sale as may then be
legally required has been given, Trustee shall sell the property being sold at
a public auction to be held at the time and place specified in the notice of
sale.  Neither Trustee nor Beneficiary
shall have any obligation to make demand on Trustor before any Trustees Sale.  From time to time, in accordance with then applicable
law, Trustee may, and in any  34 
   event at Beneficiarys request shall, postpone any Trustees sale by
public announcement at the time and place noticed for that sale, or may, in its
discretion, give a new notice of sale.  (C)At any Trustees Sale, Trustee shall sell to the highest
bidder at public auction for cash in lawful money of the United States.  Trustee shall execute and deliver to the
purchaser(s) a deed or deeds conveying the property being sold without any
covenant or warranty whatsoever, express or implied.  The recitals in any such deed of any matters or facts, including
any facts bearing upon the regularity or validity of any Trustees Sale, shall
be conclusive proof of their truthfulness. 
Any such deed shall be conclusive against all persons as to the facts
recited in it.  (h)           Single
or Multiple Foreclosure Sales.If the Property at the time of sale or other disposition consists
of more than one lot, parcel or item of property, Beneficiary may:  (i)Designate the order in which the lots, parcels or items
shall be sold or disposed of or offered for sale or disposition; and  (ii)Elect to dispose of the lots, parcels or items through a
single consolidated sale or disposition to be held or made under the power of
sale herein granted, or in connection with judicial proceedings, or by virtue
of a judgment and decree of foreclosure and sale; or through two or more such
sales or dispositions; or in any other manner that Beneficiary may deem to be
in its best interests (any such sale or disposition, a Foreclosure Sale; any two or more, Foreclosure Sales).  If Beneficiary chooses to have more than one Foreclosure Sale,
Beneficiary at its option may cause the Foreclosure Sales to be held simultaneously
or successively, on the same day, or on such different days and at such
different times and in such order as Beneficiary may deem to be in its best
interests.  No Foreclosure Sale shall
terminate or affect the liens of this Deed of Trust on any part of the Property
which has not been sold, until all of the Secured Obligations have been paid in
full.  25.          Costs
of Enforcement.If an
installment of principal or interest on the Notes is not paid when due or if
any other Event of Default occurs, Beneficiary and Trustee, and each of them,
may employ an attorney or attorneys to protect their rights hereunder.  Trustor promises to pay to Beneficiary, on
demand, the reasonable fees and expenses of such attorneys and all other costs
of enforcing the obligations secured hereby, including but not limited to,
recording fees, the expense of a Trustees Sale Guarantee, Trustees fees and
expenses, receivers fees and expenses, and all other expenses, of whatever
kind or nature, incurred by Beneficiary and Trustee, and each of them, in
connection with the enforcement of the obligations secured hereby, whether or
not such enforcement includes the filing of a lawsuit.  Until paid, such sums shall be secured
hereby and shall bear interest, from date of expenditure, at an annual rate
equal to the Agreed Rate.  35 
   26.          Remedies
Cumulative and Not Exclusive.Trustee and
Beneficiary, and each of them, shall be entitled to enforce payment and
performance of any indebtedness or obligations secured hereby and to exercise
all rights and powers under this Deed of Trust or under any Loan Document or
other agreement or any laws now or hereafter in force, notwithstanding some or
all of the said indebtedness and obligations secured hereby may now or
hereafter be otherwise secured, whether by mortgage, deed of trust, pledge,
lien, assignment or otherwise.  Neither
the acceptance of this Deed of Trust nor its enforcement whether by court action
or pursuant to the power of sale or other powers herein contained, shall
prejudice or in any manner affect Trustees or Beneficiarys right to realize
upon or enforce any other security now or hereafter held by Trustee or
Beneficiary, it being agreed that Trustee and Beneficiary, and each of them,
shall be entitled to enforce this Deed of Trust and any other security now or
hereafter held by Beneficiary or Trustee in such order and manner as they or
either of them may in their absolute discretion determine.  No remedy herein conferred upon or reserved
to Trustee or Beneficiary is intended to be exclusive of any other remedy
herein or by law provided or permitted, but each shall be cumulative and shall
be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. 
Every power or remedy given by any of the Loan Documents to Trustee or
Beneficiary or to which either of them may be otherwise entitled, may be
exercised, concurrently or independently, from time to time and as often as may
be deemed expedient by Trustee or Beneficiary and either of them may pursue
inconsistent remedies.  27.          Credit
Bids.At any Foreclosure Sale, any
person, including Trustor, Trustee or Beneficiary, may bid for and acquire the
Property or any part thereof to the extent permitted by then applicable
law.  Instead of paying cash for such
property, Beneficiary may settle therefor by crediting such portion of the
following obligations against the sales price of the property as is necessary
to equal such price:  (a)First, the portion of the Secured Obligations attributable
to the expenses of sale, costs of any action and any other sums for which
Trustor is obligated to pay or reimburse Beneficiary or Trustee hereunder or
under any other Loan Document; and  (b)Second, any of the other Secured Obligations, in any order
and proportion as Beneficiary, in its sole discretion, may elect.  28.          Application
of Foreclosure Sale Proceeds.Beneficiary and Trustee
shall apply the proceeds of any Foreclosure Sale in the following manner:  (a)First, to pay the portion of the Secured Obligations
attributable to the expenses of sale, costs of any action and any other sums
for which Trustor is obligated to reimburse Beneficiary or Trustee hereunder or
under any other Loan Document;  (b)Second, to pay the portion of the Secured Obligations
attributable to any sums expended or advanced by Beneficiary or Trustee under
the terms of this Deed of Trust which then remain unpaid;  36 
   (c)Third, to pay any and all other Secured Obligations, in
any order and proportion as Beneficiary, in its sole discretion, may elect; and  (d)Fourth, the remainder, if any, shall be remitted to the
person or persons entitled to it.  29.          Application
of Rents and Other Sums.Beneficiary shall apply any and all Rents
collected by it, and any and all sums, other than proceeds of a Foreclosure
Sale, which Beneficiary may receive or collect, in the following manner:  (a)First, to pay the portion of the Secured Obligations attributable
to the costs and expenses of operation and collection that may be incurred by
Trustee, Beneficiary or any receiver;  (b)Second, to pay any and all other Secured Obligations in
any order and proportion as Beneficiary, in its sole discretion, may elect; and  (c)Third, the remainder, if any, shall be remitted to the
person or persons entitled to it.  Beneficiary shall have no liability for any funds which it does not
actually receive.  30.          Incorporation
of Certain Nevada Covenants.The following covenants, Nos. 1, 3, 4 (at the Agreed Rate),
6, 7 (reasonable percentage), 8 and 9 of NRS 107.030, where not in conflict
with the provisions of the Loan Documents, are hereby adopted and made a part
of this Deed of Trust.  Upon any Event
of Default by Trustor hereunder, Beneficiary may (a) declare all sums secured
immediately due and payable without demand or notice or (b) have a receiver
appointed as a matter of right without regard to the sufficiency of said
property or any other security or guaranty and without any showing as required
by NRS §107.100.  All remedies provided
in this Deed of Trust are distinct and cumulative to any other right or remedy
under this Deed of Trust or afforded by law or equity and may be exercised
concurrently, independently or successively. 
The sale of said property conducted pursuant to Covenants Nos. 6, 7
and 8 of NRS §107.030 may be conducted either as to the whole of said property
or in separate parcels and in such order as Trustee may determine.  31.          Substitution
of Trustee.Beneficiary
or assigns may, from time to time, by a written instrument executed and
acknowledged by Beneficiary, recorded in the county in which the Real Property
is located and otherwise complying with applicable law, appoint a successor
trustee or trustees to any Trustee named herein or acting hereunder, to execute
the trust created by the Deed of Trust or other conveyance in trust.  Upon the recording of such instrument, the
new trustee or trustees shall, without conveyance from the predecessor trustee,
be vested with all the title, estate, interest, rights, powers, duties and
trusts in the premises vested in or conferred upon the predecessor
trustee.  If there be more than one
trustee, either may act alone and execute the trusts upon the request of the
Beneficiary, and all his acts thereunder shall be deemed to be the acts of all
trustees, and the recital in  37 
   any conveyance executed by such sole trustee of such request shall be
conclusive evidence thereof, and of the authority of such sole trustee to act.  32.          Binding
Nature.This Deed of Trust applies to,
inures to the benefit of and binds Trustor and the heirs, legatees, devisees,
administrators, personal representatives, executors and the successors and
assigns thereof, Trustee and Beneficiary. 
As used herein, the term Beneficiary shall include the owners and
holders of the Notes and other Secured Obligations from time to time, whether
or not named as Beneficiary herein (it being expressly agreed, however, that
Beneficiary may act through an agent; that only the signature of such agent is
required on any amendment hereof or any consent, approval or other action
hereunder; and that Bank of America, N.A., is the initial such agent
hereunder); the term Trustee shall mean the trustee appointed hereunder from
time to time, whether or not notice of such appointment is given; and the term
Trustor shall mean the Trustor named herein and the successors-in-interest,
if any, of said named Trustor, in and to the Property or any part thereof.  If there be more than one Trustor hereunder,
their obligations hereunder shall be joint and several.  It is expressly agreed that the Trust
created hereby is irrevocable by Trustor.  33.          Acceptance
of Trust; Resignation by Trustee.Trustee accepts this trust when this Deed of Trust, duly executed
and acknowledged, is made a public record as provided by law, reserving,
however, unto the Trustee, the right to resign from the duties and obligations
imposed herein whenever Trustee, in its sole discretion, deems such resignation
to be in the best interest of the Trustee. 
Written notice of such resignation shall be given to Trustor and
Beneficiary.  34.          Full
Performance Required; Survival of Warranties.All representations, warranties and covenants of Trustor contained in
any loan application or made to Beneficiary in connection with the loan secured
hereby or contained in any of the Loan Documents or incorporated by reference
therein, shall survive the execution and delivery of this Deed of Trust and
shall remain continuing obligations, warranties and representations of Trustor
so long as any portion of the obligations secured by this Deed of Trust remains
outstanding.  35.          Waiver
of Certain Rights By Trustor.Trustor waives,
to the extent permitted by law, (i) the benefit of all laws now existing
or that may hereafter be enacted providing for any appraisement before sale of
any portion of the Property, (ii) all rights of redemption, valuation,
appraisement, stay of execution, notice of election to mature or declare due
the whole of the secured indebtedness and marshaling in the event of
foreclosure of the liens hereby created, and (iii) all rights and remedies
which Trustor may have or be able to assert by reason of the laws of the State
of Nevada pertaining to the rights and remedies of sureties.  Without limiting the generality of the
foregoing, Trustor waives, to the extent permitted by law, all rights
(including any rights provided by NRS 100.040 and 100.050) to direct the order
in which any of the Property shall be sold in the event of any sale or sales
pursuant hereto and to have any of the Property or any other property now or
hereafter constituting security for the indebtedness secured hereby marshaled
upon any foreclosure of this Deed of Trust or of any other security for any of
such indebtedness.  38 
   36.          Construction.The language in all parts of this Deed of
Trust shall be in all cases construed simply according to its fair meaning and
not strictly for or against any of the parties hereto.  Headings at the beginning of Sections,
Subsections, paragraphs and subparagraphs of this Deed of Trust are solely for
the convenience of the parties, are not a part hereof and shall not be used in
construing this Deed of Trust.  The
preamble, any recitals and all exhibits and schedules to this Deed of Trust are
part of this Deed of Trust and are incorporated herein by this reference.  When required by the context:  whenever the singular number is used in this
Deed of Trust, the same shall include the plural, and the plural shall include
the singular; and the masculine gender shall include the feminine and neuter
genders and vice versa.  Unless
otherwise required by the context (or otherwise provided herein): the words herein, hereof
and hereunder and similar words
shall refer to this Deed of Trust generally and not merely to the provision in
which such term is used; the word person
shall include individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority and other entity of whatever nature; the words
including, include or includes shall be interpreted in a non-exclusive manner as
though the words but [is] not limited to or but without limiting the
generality of the foregoing or without limitation immediately followed the
same; the word month shall mean
calendar month; and the term business day
shall mean any day other than a Saturday, Sunday or legal holiday under the
laws of the State of Nevada.  If the day
on which performance of any act or the occurrence of any event hereunder is due
is not a business day, the time when such performance or occurrence shall be
due shall be the first business day occurring after the day on which
performance or occurrence would otherwise be due hereunder.  All times provided in this Deed of Trust for
the performance of any act will be strictly construed, time being of the
essence hereof.  37.         Priority.This Deed of Trust is
intended to have, and retain, priority over all other liens and encumbrances
upon the Real Property, excepting only: (i) such Impositions as, at the date
hereof, have, or, by law, gain, priority over the lien created hereby; (ii)
covenants, conditions, restrictions, easements, rights of way and Leases which
are of record or are disclosed of record and which, on the date hereof, affect
the Real Property and are superior in right to or have priority over this Deed
of Trust and (iii) Leases, liens, encumbrances and other matters as to
which Beneficiary hereafter expressly subordinates the lien of this Deed of
Trust by written instrument in recordable form.  Under no circumstances shall Beneficiary be obligated or required
to subordinate the lien hereof to any lien, encumbrance, covenant or other
matter affecting the Real Property or any portion thereof.  Beneficiary may, however, at Beneficiarys
option, exercisable in its sole and absolute discretion, subordinate the lien
of this Deed of Trust, in whole or in part, to any or all Leases, liens,
encumbrances or other matters affecting all or any portion of the Real
Property, by executing and recording, in the Office of the County Recorder of
the county or counties in which the Real Property is located, a unilateral
declaration of such subordination specifying the Lease, lien, encumbrance or
other matter or matters to which this Deed of Trust shall thereafter be
subordinate.  38.         Amendments.This Deed of Trust cannot be
waived, changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of any waiver, change,
discharge or termination is sought.  39 
   39.          Financing
Statement.Portions of
the Personal Property (and portions of the Real Property) are goods which are
or are to become fixtures on or relating to the Real Property.  This Deed of Trust constitutes a financing
statement filed as a fixture filing, under NRS 104.9502 of the Nevada Uniform
Commercial Code, in the Official Records of the County Recorder of the County
in which the Real Property is located with respect to any and all fixtures
included within the term Property as used herein and with respect to any
goods or other Personal Property that may now be or hereafter become such
fixtures.  The address of Beneficiary,
the secured party, from which information concerning the security interest granted
hereunder may be obtained, is set forth in Section 48, below, and the
address of Trustor, the debtor, is set forth in Section 48, below.  40.          Attorney-in-Fact.Trustor hereby appoints Beneficiary the
attorney-in-fact of Trustor to prepare, sign, file and record one or more
financing statements; any documents of title or registration, or like papers,
and to take any other action deemed necessary, useful or desirable by
Beneficiary to perfect and preserve Beneficiarys security interest against the
rights or interests of third persons.  41.Releases, Extensions, Modifications and Additional Security.  (a)From time to time, Beneficiary may perform any of the
following acts without incurring any liability or giving notice to any person,
and without affecting the personal liability of any person for the payment of
the Secured Obligations (except as provided below), and without affecting the
security hereof for the full amount of the Secured Obligations on all Property
remaining subject hereto, and without the necessity that any sum representing the
value of any portion of the Property affected by the Beneficiarys action be
credited on the Secured Obligations:  (i)Release any
person liable for payment of any Secured Obligation;  (ii)Extend the time for payment, or otherwise alter the terms of
payment, of any Secured Obligation;  (iii)Accept additional real or personal property of any kind as
security for any Secured Obligation, whether evidenced by deeds of trust,
mortgages, security agreements or any other instruments of security; or  (iv)Alter, substitute or release any property securing the Secured
Obligations.  (b)From time to time when requested to do so by Beneficiary
in writing, Trustee may perform any of the following acts without incurring any
liability or giving notice to any person:  (i)Consent in writing to the making of any plat or map of the
Property or any part of it;  40 
   (ii)Join in granting any easement or creating any restriction
affecting the Property;  (iii)Join in any subordination or other agreement affecting this
Deed of Trust or the lien of it or other agreement or instrument relating
hereto or to the Property or any portion thereof; or  (iv)Reconvey the Property or any part of it without any warranty.  42.          Exculpation
and Indemnification.  (a)Beneficiary shall not be directly or indirectly liable to
Trustor or any other person as a consequence of any of the following:  (i)Beneficiarys exercise of or failure to exercise any rights,
remedies or powers granted to Beneficiary in this Deed of Trust;  (ii)Beneficiarys failure or refusal to perform or discharge any
obligation or liability of Trustor under any agreement related to the Property
or under this Deed of Trust; or  (iii)Any loss sustained by Trustor or any third party resulting from
Beneficiarys failure to lease the Property, or from any other act or omission
of Beneficiary in managing the Property, after an Event of Default, unless the
loss is caused by the willful misconduct, gross negligence or bad faith of Beneficiary.  To the extent permitted by applicable law, Trustor hereby expressly
waives and releases all liability of the types described above, and agrees that
no such liability shall be asserted against or imposed upon Beneficiary.  (b)Except for losses caused by the willful misconduct, gross
negligence or bad faith of Trustee or Beneficiary, Trustor agrees to indemnify
Trustee and Beneficiary against and hold them harmless from all losses,
damages, liabilities, claims, causes of action, judgments, court costs,
reasonable attorneys fees and other reasonable legal expenses, cost of
evidence of title, cost of evidence of value, and other reasonable costs and
expenses which either may suffer or incur:  (i)In performing any act required or permitted by this Deed of
Trust or any of the other Loan Documents or by law;  (ii)Because of any failure of Trustor to perform any of Trustors
obligations; or  (iii)Because of any alleged obligation of or undertaking by
Beneficiary to perform or discharge any of the representations, warranties,
conditions, covenants or other  41 
   obligations in any document relating to the Property other than the
Loan Documents.  This agreement by Trustor to indemnify Trustee and Beneficiary shall
survive the release and cancellation of any or all of the Secured Obligations
and the full or partial release and/or reconveyance of this Deed of Trust.  (c)Trustor shall pay all amounts arising under the indemnity
obligations of this Deed of Trust immediately upon demand by Trustee or
Beneficiary.  43.          Relationship
to Credit Agreement.This Deed
of Trust has been executed pursuant to and is subject to the terms of the
Credit Agreement executed concurrently herewith and Trustor agrees to observe and
perform all provisions contained therein. 
If and to the extent of any conflict between the provisions of the
Credit Agreement and the provisions of this Deed of Trust, the provisions of
this Deed of Trust shall control.  44.          Relationship
to Security Agreement.Concurrently herewith, Trustor is entering into the Security Agreement
with Beneficiary with respect to the Personal Property.  As provided above, the terms of said
Security Agreement shall, with respect to the Personal Property and the
security interest therein granted hereby, supplement the terms of this Deed of
Trust and, if and to the extent of any conflict with the terms hereof
applicable to said security interest and Personal Property, shall, to the
extent enforceable, control.  Nothing in
this Section 44 shall be deemed or construed, however, to impair the rights of
Beneficiary to conduct one or more Trustees Sales at which real and personal
property are sold together pursuant to the laws applicable to the sale of real
property.  45.          Relationship
to Environmental Indemnity.Trustor and Silver Legacy Capital Corporation have executed an
agreement entitled Environmental Indemnity dated as of March 5, 2002 (the
Environmental Indemnity) for the benefit of the Lenders.  Trustor hereby acknowledges and agrees that,
notwithstanding any other provision of this Deed of Trust to the contrary, the
obligations of Trustor under such Environmental Indemnity agreement shall be
unlimited personal obligations of Trustor, the obligations of Trustor under
such instrument shall not be secured by this Deed of Trust and shall survive
foreclosure under this Deed of Trust, any transfer in lieu thereof, and any
satisfaction of the Secured Obligations.  46.          Severability.If any provision in or obligation under this
Deed of Trust 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.  47.          Loan Statement Fees.Trustor shall pay the amount
demanded by Beneficiary or its authorized loan servicing agent for any
statement requested by Trustor regarding the obligations secured hereby;
provided, however, that such amount may not exceed the maximum amount allowed
by law at the time request for the statement is made.  42 
   48.          Notices.  (a)           Methods;
Addresses.All notices,
requests and demands to be made hereunder to the parties hereto shall be in
writing and shall be given by any of the following means:  (i) personal
service; (ii) electronic
communication, whether by telex, telegram or telecopying (if confirmed in
writing sent by registered or certified, first class mail, return receipt
requested); or (iii) registered
or certified, first class mail, return receipt requested.  Such addresses may be changed by notice to
the other parties given in the same manner as provided above.  Any notice, demand or request sent pursuant
to clause (i) of this Section shall be deemed received upon such personal
service, and if sent pursuant to clause (ii) of this Section shall be deemed
received upon receipt if sent prior to 5:00 p.m. on a business day, and
otherwise shall be deemed received on the next succeeding business day, and, if
sent pursuant to clause (iii) of this Section shall be deemed received three
(3) days following deposit in the mail.  To Beneficiary:
  
  Bank
  of America, N.A.555
  South Flower Street  11th FloorLos
  Angeles, California  90071Attention:  Janice Hammond, Vice PresidentWith a copy to:
  
  Sheppard,
  Mullin, Richter & Hampton333
  South Hope Street, 48th FloorLos
  Angeles, California 90071Attn:  William M. Scott IVTo Trustor:
  Circus
  and Eldorado Joint Venture407
  North Virginia StreetReno,
  Nevada 89501Attn:
  General ManagerWith a copy to:
  
  McDonald
  Carano Wilson McCune BerginFrankovich
  & Hicks LLP241
  Ridge Street, 4th FloorP.O.
  Box 2670Reno,
  NV 89505-2670Attn:  John FrankovichTo Trustee:
  First
  American Title Company of Nevada241
  Ridge StreetReno,
  Nevada 89504Attn:  Gene T. Turk  43 
   (b)           Reliance
on Faxes.Each party
hereto (a Recipient) who
receives from another party hereto (a Sender)
by electronic facsimile transmission (telecopier or fax) any writing which
appears to be signed by an authorized signatory of that Sender is authorized to
rely and act upon that writing in the same manner as if the original signed
writing was in the possession of the Recipient upon oral confirmation of that
Sender to the Recipient that the writing was signed by an authorized signatory
of that Sender and is intended by that Sender to be relied upon by the
Recipient.  Each party transmitting any
writing to any other party by electronic facsimile transmission agrees to
forward immediately to that Recipient, by expedited means (for next day
delivery, if possible), or by first class mail if the Recipient so agrees, the
signed hard copy of that writing, unless the Recipient expressly agrees to some
other disposition of the original by the Sender.  49.          Governing
Law.  THIS DEED OF TRUST 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 APPLICABLE LAW 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.  50.          Consent
to Jurisdiction and Service of Process. 
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST TRUSTOR ARISING OUT OF OR
RELATING TO THIS DEED OF TRUST MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF
THIS DEED OF TRUST TRUSTOR 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
DEED OF TRUST.Trustor
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
Trustor at its address provided in the Credit Agreement, such service being
hereby acknowledged by Trustor to be sufficient for personal jurisdiction in
any action against Trustor 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.  51.          Waiver
of Jury Trial.  TRUSTOR AND BENEFICIARY
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 DEED OF TRUST.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.  Trustor and  44 
   Beneficiary each acknowledge that this waiver is a material inducement
for Trustor and Beneficiary to enter into a business relationship, that Trustor
and Beneficiary have already relied on this waiver in entering into this Deed
of Trust and that each will continue to rely on this waiver in their related
future dealings.  Trustor and
Beneficiary 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 DEED OF TRUST.  In the event of litigation, this Deed of
Trust may be filed as a written consent to a trial by the court.  52.Nonforeign Entity.  Section 1445 of the Internal Revenue Code of
1986, as amended (the Code)
provides that a transferee of a U.S. real property interest must withhold tax
if the transferor is a foreign person. 
To inform Beneficiary that the withholding of tax will not be required
in the event of the disposition of the Property pursuant to the terms of this
Deed of Trust, Trustor hereby certifies, under penalty of perjury, that:  (a)Trustor is not a foreign corporation, foreign partnership,
foreign trust or foreign estate, as those terms are defined in the Code and the
regulations promulgated thereunder; and  (b)Trustors U.S. employer identification number is
88-0310787; and  (c)Trustors principal place of business is 407 North
Virginia Street, Reno, Nevada 89501.  It is understood that Beneficiary may disclose the contents of this
certification to the Internal Revenue Service and that any false statement
contained herein could be punished by fine, imprisonment or both.  Trustor covenants and agrees to execute such
further certificates, which shall be signed under penalty of perjury, as
Beneficiary shall reasonably require. 
The covenant set forth herein shall survive the foreclosure of the lien
of this Deed of Trust or acceptance of a deed in lieu thereof.  53.          Counterparts.This Deed of Trust may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which shall constitute one and the same document with the same effect as if all
parties had signed the same signature page. 
Any signature page and acknowledgment page of this Deed of Trust may be
detached from any counterpart of this Deed of Trust and reattached to any other
counterpart of this Deed of Trust identical in form hereto but having attached
to it one or more additional signature and acknowledgment pages.  [SIGNATURES ON NEXT PAGE]  45 
   IN WITNESS WHEREOF, Trustor has executed this
instrument as of the day and year first above written.  TRUSTOR:  CIRCUS AND ELDORADO JOINT VENTURE,a
  Nevada general partnershipBy:
  /s/
  Gary CaranoGary CaranoChief Executive Officer   S-1 
   BENEFICIARY  BANK OF AMERICA, N.A.,in
  its capacity asAdministrative
  Agentfor
  the Lenders under theCredit
  AgreementBy:
  /s/
  Janice HammondTitle:
  Vice
  President   S-2 
    ACKNOWLEDGMENT FOR ELDORADO JOINT VENTURE  STATE
  OF NEVADA
  ))
  ssCOUNTY
  OF Washoe
  )  This instrument was acknowledged before me on Feb 26, 2002, by Gary
Carano, as Chief Executive Officer of CIRCUS AND ELDORADO JOINT VENTURE.   Notary
  Public
  /s/
  Kerri LaFerriere   S-3 
   ACKNOWLEDGMENT FOR BANK OF AMERICA, N.A., as Agent  State of California
  )) ssCounty of Los Angeles
  )  On March 1, 2002 before me,
Carla R. Witt, Notary Public, personally appeared Janice Hammond,ýpersonally
known to me or                proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.  WITNESS my hand and official
seal.   /s/ Carla R. Witt  S-4 
   EXHIBIT A  Legal Description  THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF WASHOE, STATE
OF NEVADA, AND IS DESCRIBED AS FOLLOWS:  PARCEL 1:  Beginning at the intersection of the Southern line of West Fifth Street
with the Western line of North Virginia Street; thence Southerly along said
Western line of North Virginia Street, 88.00 feet; thence Westerly parallel
with the Northern line of West Fourth Street 140.00 feet to the Eastern line of
alley; thence Northerly along the last mentioned line 88.00 feet to said
Southern line of West Fifth Street; thence Easterly along said Southern line of
West Fifth Street, 140.00 feet to the point of beginning.  PARCEL 2:  Beginning at the intersection of the West line of North Virginia Street
with the North line of Lot 10 in Block B of ORIGINAL TOWN, NOW CITY OF RENO,
according to the map thereof, filed in the office of the County Recorder of
Washoe County, State of Nevada, on June 27, 
1871; thence Northerly along the Westerly line of North Virginia Street,
12 feet, more or less, to the Southeast corner of the parcel of land described
in the deed to Ivanhoe Corporation of record in Book 453, File No. 278019, Deed
Records; thence Westerly along the Southern line of said Ivanhoe Corporation
parcel 140 feet to the Easterly line of an alley; thence Southerly along the
last mentioned line, 12 feet, more or less, to the Northwest corner of said Lot
10; thence Easterly to the point of beginning.  PARCEL 3:  Lots 10, 11, 12 and the North 13 feet of Lot 13 in Block B of
ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof, filed in the
office of the County Recorder of Washoe County, State of Nevada, on June 27,
1871.  PARCEL 4:  The Northerly 9.25 feet of Lot 3 and all of Lots 4, 5, 6, 7 and 8 in
Block B of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof,
filed in the office of the County Recorder of Washoe County, State of Nevada,
on June 27, 1871.  ALSO a parcel of land bounded on the South by the Southern line of the
40 foot alley as laid out on the map of the Town, now City of Reno, in said
Block B, bounded on the West by the Eastern line of North Sierra Street,
bounded on the North by the Southern line of West Fifth Street and bounded on
the East by the Western line of the 20 foot alley running Northerly and
Southerly through said Block B.  A-1 
   PARCEL 5:  The South 37 feet of Lot 13 in Block B of the ORIGINAL TOWN, NOW
CITY OF RENO, according to the official map thereof, filed in the office of
the County Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL 6:  Lot 14 in Block B of ORIGINAL TOWN, NOW CITY OF RENO, according to the
map thereof, filed in the office of the County Recorder of Washoe County, State
of Nevada, on June 27, 1871.  PARCEL 7:  The West forty (40) feet of Lot Fifteen (15) in Block B fronting
forty (40) feet on the North line of Fourth Street, as designated on the
official map of said City of Reno, Nevada, on file and of record in the office
of the County Recorder in and for the said County of Washoe; the property
hereby conveyed being the same property described in a Deed from May J. A.
Nadon and others to Dale V. Clanton, dated November 18, 1920, and filed for
record on the 29th day of November, 
1920,  in the office of the
County Recorder in and for the County of Washoe, and therein recorded in Book
56 of Deeds, at Page 440.  PARCEL 8:  The East 100 feet of Lot 15 in Block B of original town, now City of Reno,
according to the map thereof, filed in the office of the County Recorder of
Washoe County, State of Nevada, on June 27, 1871.  PARCEL 9:  All of Lots 1 and 2, and the South 40.75 feet of Lot 3 in Block B of
the ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof, filed in the
office of the County Recorder of Washoe County, State of Nevada, on June 27,
1871.  PARCEL 10:  The South 20 feet of Lot 10, and all of Lots 11, 12, 13, 14, 15 and 16,
in Block A, of ORIGINAL TOWN, NOW CITY OF RENO, according to the map thereof,
filed in the office of the County Recorder of Washoe County, State of Nevada,
on June 27, 1871.  TOGETHER WITH the East 1/2 of the North-South alley running through
said Block A, immediately adjoining Lots 11, 12, 13, 14, 15 and 16 on the
West,  and more particularly described
in those certain Orders of Abandonment recorded January 19, 1977 in Book 1044,
Page 521 as Document No. 445058, and recorded November 14, 1985 in Book 2251,
Page 933 as Document No. 1034253 of Official Records.  PARCEL 11:  The East 78 feet of Lot 9 and the East 78 feet of the North 30 feet of
Lot 10 in Block A of the ORIGINAL TOWN, NOW CITY OF RENO, according to the
Official Map thereof, filed in  A-2 
   the office of the County Recorder of Washoe County, State of Nevada, on
June 27, 1871.  Together with that portion of the vacated alley lying Southerly of the
Southerly line of West Fifth Street and Westerly of the Westerly line of North
Sierra Street adjoining said Lot 9 at its most Northeasterly corner.  PARCEL 12:  A portion of the Southwest 1/4 of the Northeast 1/4 of Section 11,
Township 19 North, Range 19 East, M.D.B&M., lying and being in the City of
Reno, County of Washoe, State of Nevada, and more particularly described as
follows:  The Westerly 74 feet of Lot 9 and the Westerly 74 feet of the North 30
feet of Lot 10, all in Block A of the ORIGINAL TOWN, NOW CITY OF RENO,
according to the official map thereof, filed in the office of the County
Recorder of Washoe County, State of Nevada, on June 27, 1871.  PARCEL 13:  BEGINNING at the Northeast corner of Lot 8, Block A, as shown on the
official plat of the town, now City of Reno, Nevada, filed in the office of the
County Recorder of Washoe County, Nevada, on June 27, 1871; thence Southerly
along the Easterly lines of Lots 8 and 7 of said Block A to the Southeast
corner of Lot 7; thence Westerly along the Southerly line of Lot 7 and the
Southerly line of Lot 7 projected to its intersection with the Easterly line of
West Street; thence Northerly along the Easterly line of West Street to the
Southerly line of West Fifth Street; thence Easterly along the Southerly line
of West Fifth Street to the point of beginning.  PARCEL 14:  Lots 1, 2, 3, 4, 5, 6, in Block A, of ORIGINAL TOWN, NOW CITY OF RENO,
according to the map thereof, filed in the office of the County Recorder of
Washoe County, State of Nevada, on June 27, 1871, together with that parcel
immediately adjoining Lots 5 and 6 on the West, that is more particularly
described as follows:  BEGINNING at the Northeasterly corner of Lot 6, in Block A of ORIGINAL
TOWN, NOW CITY OF RENO, according to the map thereof, filed in the office of
the County Recorder of Washoe County, State of Nevada, on June 27, 1871; thence
Southerly along the Easterly line of said Lots 5 and 6, in Block A, 100 feet to
the Southeasterly corner thereof; thence Westerly along the Southerly line of
said Lot 5 and the Southerly line of Lot 5 extended Westerly to the Easterly
line of West Street, as now located in the City of Reno, a distance of 140
feet; thence Northerly along the Easterly line of West Street 100 feet to a
point which would be intersected by a line extended Westerly from the
Northeasterly corner of said Lot 6 and along the Northerly line of said Lot 6;
thence Easterly and along said line and the Northerly line of said Lot 6,
a distance of 140 feet to the Northeasterly corner of said Lot 6, the point of
beginning; said premises being Lots 5 and 6 in Block A of the TOWN OF RENO, according
to the map above mentioned, and that portion of the 40 foot alley around the
Town of Reno, according to the map above mentioned, lying Westerly of Lots 5
and 6 and East of the East line of West Street, as now located and between the
Northerly and Southerly line of said Lots 5 and  A-3 
   6 if said lines were extended Westerly to the Easterly line of West
Street as now located.  TOGETHER WITH the West one-half of the North-South alley running
through said Block A, immediately adjoining said LOTS 1, 2, 3, 4, 5 and 6 on
the East, and more particularly described in those certain Orders of
Abandonment recorded January 19, 1977 in Book 1044, Page 521 as Document No.
445058, and recorded on November 14, 1985 in Book 2251, Page 533 as
Document No. 1034253, Official Records, Washoe County, State of Nevada.  PARCEL 15:  All that certain 20.0 ft. wide alley connecting West Fourth Street with
West Fifth Street, Reno, Nevada, lying within Block B of the original Town, now
City of Reno, according to the map thereof, filed in the Office of the Washoe
County Recorder on June 27, 1871, and within Block B of the Evans North
Addition, according to the map thereof, filed in the office of the Washoe
County Recorder on December 16, 1879.  PARCEL 16:  All that certain 20.0 ft. wide alley lying between Lots 7, 8, 9 and 10
of Block A of the Original Town, now City of Reno, according to the map
thereof, filed in the office of the Washoe County Recorder on June 27, 1871.  PARCEL 17:(Air Rights Only)  All that certain piece or parcel of land located within a portion of
the Northeast 1/4 of Section 11, Township 19 North, Range 19 East,
M.D.B.&M. more particularly described as follows:  That certain air space located above Sierra Street commencing at an
elevation of 4,521 and extending vertically 32 feet to an elevation of 4,553
feet, which height is measured from the finished floor elevation of the Silver
Legacy Casino at 4,503 feet, and located directly over that certain parcel of
real property described as follows:  Commencing at the Southwest corner of Block B Reno Townsite as shown on
Record-of-Survey 2665, recorded January 27, 1994,  thence North 13°4848 West 97.13 feet to the True Point of Beginning  thence North 13°4848 West 223.17 feet  thence South 76°1112 West 80.00 feet  thence South 13°4848 East 223.17 feet  thence North 76°1112 East 80.00 feet to the True Point of Beginning  PARCEL 18:(Subterranean Rights Only)  All that certain piece or parcel of land located within a portion of
the Northeast 1/4 of Section 11, Township 19 North, Range 19 East,
M.D.B.&M. more particularly described as follows:  A-4 
   That certain subterranean space located beneath Sierra Street commencing
at an elevation of 4,480 and extending vertically 20 feet to an elevation of
4,500 feet, which height is measured from the finished floor elevation of the
Silver Legacy Casino at 4,503 feet, and located directly below that certain
parcel of real property described as follows:  Commencing at the Southwest corner of Block B Reno Townsite as shown on
Record-of-Survey 2665, recorded January 27, 1994,  thence North 13°4848 West 181.05 feet to
the True Point of Beginning  thence North 13°4848 West 24.33 feet  thence South 76°1112 West 80.00 feet  thence South 13°4848 East 24.33 feet  thence North 76°1112 East 80.00 feet to
the True Point of Beginning  EXCEPTING THEREFROM the above Parcels 1 through 18, all those certain
parcels as conveyed to THE CITY OF RENO, a Nevada municipal corporation, by
Deed of Dedication recorded March 9, 1995 in Book 4259, Page 956 as Document
No. 1876631 of Official Records, and as amended by Deed of Dedication recorded
May 5, 1995 in Book 4297, Page 667 as Document No. 1891266 of Official Records.  Part II:  PARCEL 19:  Together with the reciprocal easement rights, as contained in those
certain Bridge Easements dated May 25, 1995 by and between CIRCUS AND ELDORADO
JOINT VENTURE, a Nevada general partnership and CIRCUS CIRCUS CASINO, INC., a
Nevada corporation and ELDORADO HOTEL ASSOCIATES LIMITED PARTNERSHIP, a Nevada
limited partnership, recorded May 31, 1995 as Document Numbers 1897109 and
1897108 of Official Records, Washoe County, Nevada.  A-5