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                                                                    EXHIBIT 10.4


                             STOCK PLEDGE AGREEMENT


        THIS STOCK PLEDGE AGREEMENT (this "Pledge") dated as of December 25,
1999, is entered into by and between Richard T. Harrison, an individual (the
"Pledgor"), and Venture Catalyst Incorporated, formerly known as Inland
Entertainment Corporation, a Utah corporation (the "Pledgee").

                                    RECITALS:

        A. The Pledgor is the owner of 750,000 shares of the Pledgee's common
stock, $.001 par value per share, represented by Certificate No. SD3572 (which,
together with any other shares of the Pledgee's common stock subsequently
acquired by the Pledgor are referred to herein as the "Pledged Shares").

        B. The Pledgor and the Pledgee have entered into that certain Settlement
and Release Agreement of even date herewith (as the same may be amended,
modified or restated from time to time, the "Settlement Agreement").

        C. Pursuant to the Settlement Agreement, the Pledgee and the Pledgor
have agreed, among other things, to enter into a Call Agreement of even date
herewith relating to, and secured by, the Pledged Shares (as the same may be
amended, modified or restated from time to time, the "Call Agreement").

        NOW, THEREFORE, in order to induce the Pledgee to enter into the
Settlement Agreement and the Call Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

        1. Pledge.

                (a) The Pledgor hereby pledges, hypothecates, assigns,
transfers, sets over and delivers to the Pledgee, and grants to the Pledgee a
security interest in:

                        (i) the Pledged Shares;

                        (ii) each certificate or other instrument representing
any of the foregoing;

                        (iii) distributions or dividends or other monies of
every kind and nature payable in respect of any or all of the foregoing; and


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                        (iv) the proceeds of the foregoing; (collectively, the
"Collateral"), in order to secure all obligations of the Pledgor hereunder and
the obligations of the Pledgor under the Call Agreement.

                (b) In order to perfect a security interest in the Collateral,
the Pledgor hereby delivers to the Pledgee appropriate undated stock transfer
powers duly executed in blank for the Pledged Shares beneficially owned by the
Pledgor on the date hereof and from time to time will deliver appropriate
undated stock transfer powers duly executed in blank for any Pledged Shares
acquired after the date hereof to be pledged hereunder.

                (c) During the term of this Pledge, the Pledgor shall not sell,
transfer, assign or otherwise dispose of, grant any option with respect to, or
mortgage, pledge (other than pursuant to this Pledge) or otherwise encumber the
Pledged Shares or any interest therein.

        2. Power of Attorney, Income.

                (a) The Pledgor hereby irrevocably appoints the Pledgee the
Pledgor's attorney, coupled with an interest, with full power of substitution:

                        (i) Upon a Default (as hereinafter defined) or pursuant
to the exercise of a call under the Call Agreement, to arrange for the transfer
of the Pledged Shares or any part thereof into the name of the Pledgee or into
the name of the Pledgee's nominee, if, at any time, the Pledgee shall, in its
sole discretion reasonably exercised, deem such a transfer to be desirable; and

                        (ii) For the purposes of taking any action and executing
any instrument, in the name of the Pledgor or otherwise, which the Pledgee may
at any time deem necessary or appropriate in order to (i) perfect its security
interest in the Collateral or any part thereof, (ii) upon a Default hereunder,
foreclose said security interest or otherwise exercise its rights under this
Pledge and in and to the Collateral, or (iii) deliver the Pledged Shares to the
Pledgee or any other person exercising rights pursuant to the Call Agreement.

                (b) As long as no Default hereunder shall have occurred and be
continuing, the Pledgor shall, unless otherwise prohibited, be entitled to
receive and retain any and all dividends and interests on the Pledged Shares,
but any such dividends in stock or other securities of the Pledgee shall be and
become part of the Pledged Shares.


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                (c) Upon the occurrence and during the continuance of a Default
hereunder, the right of the Pledgor to receive the dividends and interest which
the Pledgor is authorized to receive and retain pursuant to Paragraph 2(b) shall
cease, and all such rights shall thereupon become vested in the Pledgee;
provided, however, that the Pledgee, as the sole further condition to the
vesting pursuant to this Paragraph 2(c) of such rights and powers of the
Pledgee, shall notify the Pledgor in writing that the Pledgee elects to exercise
such rights and power, and the Pledgee shall have the sole and exclusive right
and authority to receive and retain the dividends and interest which the Pledgor
would otherwise be authorized to retain pursuant to Paragraph 2(b) hereof.

                (d) Upon the occurrence and during the continuation of a Default
hereunder, the Pledgee shall have an irrevocable proxy to vote all the Pledged
Shares, with full power of substitution, at all meetings and actions, without
meeting and any action for which shareholders consent is required or given. This
proxy coupled with an interest may not be revoked while the Call Agreement is in
force.

        3. Representations and Warranties. The Pledgor represents and warrants
that:

                (a) This Pledge constitutes the valid, binding and enforceable
obligation of the Pledgor.

                (b) The Pledgor shall defend the Pledgor's title to the Pledged
Shares and sole beneficial ownership thereof against all persons claiming any
interest therein except the Pledgee or any person claiming through the Pledgee.

                (c) Except for the restrictions imposed by the Call Agreement,
this Pledge and restrictions on offerings and sales of securities imposed by
applicable securities laws of the United States of America or any state or
commonwealth thereof, there are not and will not be during the term of this
Pledge any restrictions upon the sale or other disposition of any of the
Collateral.

                (d) Except as contemplated by Paragraph 3(c), the Pledgor has
good and valid title to the Pledged Shares, free and clear of any liens, claims,
encumbrances, security interests, options, charges and restrictions of any kind,
and the Pledgor now has and will have during the term of this Pledge, without
obtaining the consent of any governmental authority, stock exchange or any other
persons except the Pledgee, the right to pledge, to grant a security interest
in, and otherwise to transfer and to dispose of the Collateral free of any
liens, security interests or other encumbrances, and free of any rights or
equities in favor of any other persons, except those created by this Pledge.


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        4. Defaults and Remedies. Any of the following shall constitute a
"Default" under this Pledge:

                (a) if any representation or warranty made by the Pledgor in
this Pledge or in any instrument, document or certificate furnished hereunder or
in connection herewith shall prove to have been incorrect in any material
respect at the time it was made;

                (b) if the Pledgor fails to observe or perform any of the
Pledgor's covenants, agreements, obligations and undertakings contained in this
Pledge after ten (10) days' written notice by the Pledgee; or

                (c) the Pledgor breaches the Call Agreement in any material
respect or fails to deliver the Pledged Shares upon the exercise of the Call
Option (as defined in the Call Agreement).

In the event of any such Default, the Pledgee shall be cumulatively or
alternatively entitled, without further notice to the Pledgor, and without
necessity for legal proceedings (i) if the Default is a failure to deliver
certificates representing the Pledged Shares subject to the Call Agreement, to
deliver such certificates and to hold the proceeds received from the person
exercising rights under the Call Agreement as additional Collateral, (ii) to
sell any or all of the securities serving as Collateral; and (iii) to transfer
to the name of, or register in the name of, the Pledgee or its nominee, as owner
rather than a secured party, any or all Collateral. In addition, and not by way
of limitation of the foregoing, the Pledgee shall have any or all remedies
provided by law, including, but not limited to, all rights and powers of a
secured party after default pursuant to the California Commercial Code.

        5. Application of Proceeds of Sale, etc. The proceeds of any sale or
other disposition of, or any collection of or realization on, any of the
Collateral, and any cash held by the Pledgee as part of the Collateral
hereunder, shall be applied by the Pledgee from time to time to pay:

                (a) First, all costs, fees and expenses paid or incurred by the
Pledgee (including all amounts paid by the Pledgee for the account of the
Pledgor or to the Pledgee's agents, brokers, counsel and consultants) in
connection with the exercise, protection or enforcement of the Pledgee's rights
and remedies under this Pledge and in and to the Collateral, including any and
all taxes, assessments, charges and encumbrances of every kind prior to the
security interest created by this Pledge which the Pledgee may consider
necessary or desirable to pay;

                (b) Second, the excess, if any, shall be held as Collateral to
the extent any remaining obligations under the Call Agreement remain
unsatisfied; and


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                (c) Third, the excess, if any, after all remaining obligations
under the Call Agreement have been satisfied, shall be paid to the Pledgor or to
whomever is then legally entitled to receive the same

        6. Duty of the Pledgee; Exercise of Rights and Remedies. The Pledgee
shall have no duty as to the protection of any of the Collateral or any income
with respect thereto, nor as to the preservation of rights against prior
parties, nor as to the preservation of any rights pertaining to any of the
Collateral beyond reasonable care in its custody. Upon Default hereunder, the
Pledgee may exercise its rights and remedies with respect to any of the
Collateral without resort or regard to other security or sources of payment for
the Pledgor's obligations.

        7. No Release; Waivers, Etc.

                (a) No Release. The Pledgor shall continue to be liable under
this Pledge and the provisions hereof shall remain in full force and effect
notwithstanding (i) the Pledgee's waiver of or failure to enforce any of the
terms, covenants or conditions contained in the Settlement Agreement or any
modification thereof; or (ii) any release of any real or personal property or
other security then held by the Pledgee for the performance of the Pledgor's
obligations hereunder.

                (b) Waiver of Demand. The Pledgor hereby waives: (i) diligence
and demand of payment; (ii) all notices to the Pledgor or to any other person,
including, but not limited to, notices of the acceptance of this Pledge or
notice of any other matters relating thereto; (iii) all demands whatsoever; (iv)
any statute of limitations affecting the Pledgor's liability hereunder or the
enforcement thereof; and (v) all principles or provisions of law, which conflict
with the terms of this Pledge. Moreover, the Pledgor agrees that his obligations
shall not be affected by any circumstances which constitute a legal or equitable
discharge of a guarantor or surety.

                (c) No Prior Remedy Received. The Pledgor agrees that the
Pledgee or its assigns and endorsees may enforce this Pledge without the
necessity of resorting to or exhausting any security or collateral; and the
Pledgor hereby waives the right to require the Pledgee or its assigns or
endorsees to foreclose any lien on any real or personal property, to pursue any
other remedy or to enforce any other right.

                (d) No Limitation of Rights. The Pledgor further agrees that
nothing contained herein shall prevent the Pledgee from suing on the Call
Agreement or from exercising any rights available to it thereunder and that the
exercise of any of the aforesaid rights shall not constitute a legal or
equitable discharge of the Pledgor. The Pledgor hereby authorizes and empowers
the Pledgee to exercise, in its sole discretion, any rights and remedies, or any
combination thereof, which may then be available.


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        8. Cumulative Remedies. The remedies provided in this Pledge in favor of
the Pledgee shall not be deemed exclusive but shall be cumulative and shall be
in addition to all of the remedies in favor of the Pledgee existing at law or in
equity.

        9. Terms Subject to Applicable Law. All rights, powers and remedies
provided herein may be exercised only to the extent that the exercise thereof
does not violate any applicable laws, and are intended to be limited to the
extent necessary so that they will not render this Pledge invalid, unenforceable
or entitled to be recorded, registered or filed under any applicable law. If any
term of this Pledge or any application thereof shall be held to be invalid,
illegal or unenforceable, the validity of any other terms of this Pledge or any
other applications of such term shall in no way be affected thereby.

        10. Miscellaneous.

                (a) Waivers. No failure to exercise and no delay in exercising
on the part of the Pledgee, any right, power or remedy under this Pledge or the
Call Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or remedy hereunder or thereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy. The failure of the Pledgee to insist upon the strict observance or
enforcement of any provision of this Pledge shall not be construed as a waiver
or relinquishment of such provision. Any waiver of any right, power, remedy,
term or condition contained herein shall only be effective if it is in writing
and signed by the Pledgee.

                (b) Survival of Agreements, etc. All representations,
warranties, covenants and agreements made by the Pledgor in this Pledge or in
any instrument, document or certificate furnished hereunder or in connection
herewith shall be deemed to have been relied upon by the Pledgee,
notwithstanding any investigation heretofore or hereafter made by the Pledgee,
and shall survive the delivery of this Pledge, the Collateral and the incurrence
of any obligations.

                (c) Notices. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) if personally delivered; (ii) if sent by telecopy, facsimile or
other electronic means; or (iii) if mailed by overnight or by first class,
certified or registered mail, postage prepaid, return receipt requested, and
properly addressed as follows:

                         If to the Pledgor, to:

                                Richard T. Harrison
                                747 Golden Park Avenue
                                San Diego, California 92106
                                Fax: (619) 239-5601, c/o Richard E. Sparber, Esq


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                                 e-mail:  rsparber@sddowntown.sfprdom.sfpr.com

                          with a copy to:

                                 Sparber, Ferguson, Ponder & Ryan
                                 701 B Street, 10th Floor
                                 San Diego, California 92101-8103
                                 Attn:  Richard E. Sparber, Esq.
                                 Fax:  (619) 239-5601
                                 e-mail:  rsparber@sddowntown.sfprdom.sfpr.com

                          If to the Pledgee, to:

                                 Venture Catalyst Incorporated
                                 16868 Via Del Campo Court, Suite 200
                                 San Diego, California 92127
                                 Attn:  Kevin McIntosh
                                        Vice President, Chief Financial Officer,
                                        Secretary and Treasurer
                                 Fax:  (858) 716-2101
                                 e-mail: kmcintosh@inld.com


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                          with a copy to:

                                 Paul, Hastings, Janofsky and Walker, LLP
                                 695 Town Center Drive, 17th Floor
                                 Costa Mesa, California 92626
                                 Attn:  John F. Della Grotta, Esq.
                                 Fax:  (714) 979-1921
                                 e-mail:  jfdellagrotta@phjw.com

Such addresses may be changed, from time to time, by means of a notice given in
the manner provided above. Notice will conclusively be deemed to have been given
when personally delivered (including, but not limited to, by messenger or
courier); or if given by mail, on the date of delivery, if given by Federal
Express or other similar overnight service or on the third day after being sent
by first class, certified or registered mail; or if given by telecopy or
facsimile machine or other electronic media, when confirmation of transmission
is indicated by the sender's machine. Notices, requests, demands and other
communications delivered to legal counsel of any party hereto, whether or not
such counsel shall consist of in-house or outside counsel, shall not constitute
duly given notice to any party hereto.

                (d) Amendments. This Pledge may only be amended by a writing
executed by the Pledgor and the Pledgee.

                (e) Governing Law. This Pledge shall be governed by and
construed in accordance with the laws of the State of California without giving
effect to principles of conflict of laws. The Pledgor and the Pledgee hereby
agree that all actions or proceedings arising directly or indirectly hereunder,
whether instituted by the Pledgee or the Pledgor, shall be litigated in courts
having situs within the State of California, County of San Diego and the Pledgor
and the Pledgee hereby expressly consent to the jurisdiction of any local, state
or Federal court located within said state and county, and consent that any
service of process in such action or proceeding may be made by personal service
upon the Pledgor or the Pledgee wherever the Pledgor or the Pledgee may be
located, respectively, or by certified or registered mail directed to the
Pledgor or the Pledgee at his/its last known address. The Pledgor and the
Pledgee waive trial by jury, any objection based on forum non conveniens, and
any objection to venue of any action instituted hereunder.

                (f) Successors and Assigns. This Pledge shall be binding upon
and shall inure to the benefit of the Pledgor and the Pledgee and their
respective successors and assigns.


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                (g) Section Headings. The headings set forth in this Pledge are
for convenience of reference only and shall not be deemed to define or limit the
provisions hereof or to affect in any way their construction and application.

                (h) Termination. This Pledge shall terminate and the Collateral
returned to the Pledgor after the Call Agreement has terminated.


                            (Signature Page Follows)


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                    (SIGNATURE PAGE - STOCK PLEDGE AGREEMENT)

        IN WITNESS WHEREOF, the Pledgor and the Pledgee have executed and
delivered this Pledge on the date first above written.

                                            PLEDGOR:

                                            RICHARD T. HARRISON


                                            /s/  RICHARD T. HARRISON
                                            ------------------------------------


                                            PLEDGEE:

                                            VENTURE CATALYST INCORPORATED,
                                            a Utah corporation


                                            By: /s/ L. DONALD SPEER, II
                                               ---------------------------------
                                            L. Donald Speer, II
                                            Chairman of the Board and
                                            Chief Executive Officer




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