<PAGE>
                                                                    Exhibit 10.8

APNs: 138-36-701-021, 138-36-701-022,
138-36-712-023, 138-36-702-001, 138-36-802-002,
138-26-802-003, 138-36-701-01

Recording requested by and recorded counterparts should be returned to:

Louis G. Alonso, Esq.
Latham & Watkins LLP
12636 High Bluff Drive, Suite 300
San Diego, California 92130

Mail Property Tax Statements to:

Ms. Robin Wallis
Stratosphere Corporation
2000 Las Vegas Boulevard South
Las Vegas, Nevada 89104


                 DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
                      SECURITY AGREEMENT AND FIXTURE FILING

                                     MADE BY

                             ARIZONA CHARLIE'S, LLC
                                   AS TRUSTOR,

                                       TO

                            LAWYERS TITLE OF NEVADA,
                                   AS TRUSTEE,
                               FOR THE BENEFIT OF

                            WILMINGTON TRUST COMPANY,
  IN ITS CAPACITY AS INDENTURE TRUSTEE, FOR THE BENEFIT OF THE SECURED PARTIES,
                                 AS BENEFICIARY

******************************************************************************
         THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL ESTATE RECORDS
AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS OF CLARK COUNTY,
NEVADA UNDER THE NAMES OF STRATOSPHERE CORPORATION AS "DEBTOR" AND WILMINGTON
TRUST COMPANY AS "SECURED PARTY." TRUSTOR'S ORGANIZATIONAL NUMBER IS NEVADA FILE
NUMBER: LLC10996-2004.


<PAGE>

<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>      <C>                                                                                          <C>
ARTICLE I. DEFINITIONS ...........................................................................................2

         1.1      Defined Terms ..................................................................................2
         1.2      Terms Defined Elsewhere ........................................................................9

ARTICLE II. GRANT ................................................................................................9

         2.1      Grant ..........................................................................................9
         2.2      Trustor's Right to Encumber the Trust Estate ..................................................12

ARTICLE III. REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRUSTOR................................................12

         3.1      Performance of Indenture Documents ............................................................13
         3.2      General Representations, Covenants and Warranties .............................................13
         3.3      Compliance with Legal Requirements ............................................................13
         3.4      Taxes .........................................................................................13
         3.5      Insurance .....................................................................................14
         3.6      Condemnation ..................................................................................14
         3.7      Care of Trust Estate ..........................................................................15
         3.8      Leases ........................................................................................15
         3.9      Further Encumbrance ...........................................................................16
         3.10     Further Assurances ............................................................................16
         3.11     Security Agreement, Fixture Filing and Financing Statements....................................17
         3.12     Assignment of Leases and Rents ................................................................19
         3.13     Expenses and Indemnification ..................................................................19
         3.14     Beneficiary's Cure of Trustor's Default .......................................................20
         3.15     Use of Trust Estate ...........................................................................20
         3.16     Compliance with Permitted Lien Agreements .....................................................20
         3.17     Defense of Actions ............................................................................20
         3.18     Affiliates ....................................................................................21
         3.19     Title Insurance ...............................................................................21

ARTICLE IV. FINANCING AGREEMENT PROVISIONS ......................................................................25

         4.1      Interaction with Financing Agreements..........................................................25
         4.2      Other Collateral ..............................................................................25

ARTICLE V. DEFAULTS .............................................................................................26

         5.1      Event of Default ..............................................................................26

ARTICLE VI. REMEDIES ............................................................................................26

         6.1      Acceleration of Maturity ......................................................................26
         6.2      Protective Advances ...........................................................................26
         6.3      Institution of Equity Proceedings .............................................................26
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>      <C>                                                                                          <C>
         6.4      Beneficiary's Power of Enforcement ............................................................27
         6.5      Beneficiary's Right to Enter and Take Possession, Operate and Apply Income.....................28
         6.6      Leases ........................................................................................29
         6.7      Purchase by Beneficiary and Secured Parties....................................................29
         6.8      Waiver of Appraisement, Valuation, Stay, Extension and Redemption Laws ........................29
         6.9      Receiver ......................................................................................30
         6.10     Suits to Protect the Trust Estate .............................................................30
         6.11     Proofs of Claim ...............................................................................30
         6.12     Trustor to Pay the Obligations on Any Default in Payment; Application of Monies by Beneficiary 31
         6.13     Delay or Omission; No Waiver ..................................................................31
         6.14     No Waiver of One Default to Affect Another ....................................................31
         6.15     Discontinuance of Proceedings; Position of Parties Restored ...................................32
         6.16     Remedies Cumulative ...........................................................................32
         6.17     Interest After Event of Default ...............................................................32
         6.18     Foreclosure; Expenses of Litigation ...........................................................33
         6.19     Deficiency Judgments ..........................................................................33
         6.20     Waiver of Jury Trial ..........................................................................33
         6.21     Exculpation of Beneficiary ....................................................................33

ARTICLE VII. RIGHTS AND RESPONSIBILITIES OF TRUSTEE; OTHER PROVISIONS RELATING TO TRUSTEE .......................34

         7.1      Exercise of Remedies by Trustee ...............................................................34
         7.2      Rights and Privileges of Trustee ..............................................................34
         7.3      Resignation or Replacement of Trustee .........................................................34
         7.4      Authority of Beneficiary ......................................................................35
         7.5      Effect of Appointment of Successor Trustee ....................................................35
         7.6      Confirmation of Transfer and Succession .......................................................35
         7.7      Exculpation ...................................................................................35
         7.8      Multiple Trustees .............................................................................36

ARTICLE VIII. MISCELLANEOUS PROVISIONS ..........................................................................36

         8.1      Heirs, Successors and Assigns Included in Parties .............................................36
         8.2      Addresses for Notices, Etc ....................................................................36
         8.3      Change of Notice Address ......................................................................37
         8.4      Headings ......................................................................................37
         8.5      Invalid Provisions to Affect No Others ........................................................37
         8.6      Changes and Priority Over Intervening Liens ...................................................37
         8.7      Estoppel Certificates .........................................................................37
         8.8      Waiver of Setoff and Counterclaim .............................................................38
         8.9      Governing Law .................................................................................38
         8.10     Required Notices ..............................................................................38
         8.11     Reconveyance ..................................................................................39
         8.12     Attorneys' Fees ...............................................................................39
         8.13     Late Charges ..................................................................................39
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                  TABLE OF CONTENTS
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>      <C>                                                                                          <C>
         8.14     Cost of Accounting ............................................................................39
         8.15     Right of Entry ................................................................................39
         8.16     Corrections ...................................................................................39
         8.17     Statute of Limitations.........................................................................39
         8.18     Subrogation ...................................................................................39
         8.19     Context .......................................................................................40
         8.20     Time ..........................................................................................40
         8.21     Interpretation ................................................................................40
         8.22     Effect of NRS 107.030 .........................................................................40
         8.23     Amendments ....................................................................................40
         8.24     Deed of Trust .................................................................................40
         8.25     Bank Deed of Trust ............................................................................40

ARTICLE IX. POWER OF ATTORNEY ...................................................................................41

         9.1      Grant of Power ................................................................................41

ARTICLE X. GUARANTOR PROVISIONS .................................................................................41

         10.1     Absolute and Unconditional Obligations ........................................................41
         10.2     Waiver ........................................................................................41
         10.3     Net Worth Limitation ..........................................................................43
</TABLE>


SCHEDULE A        DESCRIPTION OF THE LAND
SCHEDULE B        DESCRIPTION OF THE LEASED PREMISES



                                       iii
<PAGE>

                 DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
                      SECURITY AGREEMENT AND FIXTURE FILING

         THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT
AND FIXTURE FILING (as it may be amended, supplemented; increased or otherwise
modified from time to time, the "DEED OF TRUST") is made and effective as of May
26, 2004 by Stratosphere Corporation, a Delaware corporation (together with all
successors and assigns of the Trust Estate, "TRUSTOR"), whose address is 2000
Las Vegas Boulevard South, Las Vegas, Nevada 89104, to Lawyers Title of Nevada,
whose address is 1210 S. Valley View Boulevard, Las Vegas, Nevada 89102, as
trustee ("TRUSTEE"), for the benefit of Wilmington Trust Company, a Delaware
banking company ("BENEFICIARY"), whose address is Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890, in its capacity as trustee
(together with any substitutes, successors, assignees or additional trustees
under the Indenture (as defined below), the "INDENTURE TRUSTEE") under the
Indenture, for the benefit of the Secured Parties (as defined below).

         THIS INSTRUMENT SECURES FUTURE ADVANCES. THE MAXIMUM AMOUNT OF
PRINCIPAL TO BE SECURED HEREBY IS $600,000,000. THIS INSTRUMENT IS TO BE
GOVERNED BY THE PROVISIONS OF NRS 106.300 THROUGH NRS 106.400 INCLUSIVE.

         INTEREST ON CERTAIN OF THE OBLIGATIONS SECURED HEREBY ACCRUES AT A RATE
THAT MAY FLUCTUATE FROM TIME TO TIME.

                                    RECITALS:

         WHEREAS, pursuant to that certain Indenture, dated as of January 29,
2004 (as the same may be amended, supplemented or otherwise modified from time
to time, the "INDENTURE"), by and among American Casino & Entertainment
Properties LLC, a Delaware limited liability company ("ACEP"), American Casino &
Entertainment Properties Finance Corp., a Delaware corporation (together with
ACEP, the "ISSUERS"), Trustor, certain Affiliates (as defined below) of Trustor
party thereto and the Indenture Trustee, for the benefit of the registered
holders (the "HOLDERS") of the Notes (as defined below), the Issuers issued
$215,000,000 aggregate principal amount of their 7.85% Senior Secured Notes due
2012 (as they may be amended, supplemented, replaced or exchanged from time to
time, and including any Additional Notes (as defined in the Indenture) issued
from time to time under the Indenture, the "NOTES");

         WHEREAS, Trustor has guaranteed all obligations of the Issuers (the
"NOTE GUARANTEE") under the Indenture Documents (as defined below);

         WHEREAS, the net proceeds of the Notes together with certain other
funds (and with any interest accrued thereon, the "NET PROCEEDS") have been
placed in an escrow account (the "NOTE PROCEEDS ACCOUNT") pursuant to that
certain Escrow and Security Agreement, dated as of January 29, 2004 (the "ESCROW
AND SECURITY AGREEMENT"), by and among the Issuers, American Real Estate
Holdings Limited Partnership, the Indenture Trustee, and Fleet National Bank,
as, among other capacities, escrow agent;


                                       1
<PAGE>

         WHEREAS, all obligations of Trustor to the Secured Parties under the
Note Guarantee are to be secured, in part, by the Trust Estate pursuant to this
Deed of Trust in accordance with the terms hereof;

         WHEREAS, it is a condition precedent to the release of the Net Proceeds
from the Note Proceeds Account under the Escrow and Security Agreement and a
covenant under the Indenture that Trustor shall have executed and delivered this
Deed of Trust to Beneficiary;

         WHEREAS, ACEP is the parent of Trustor; and

         WHEREAS, the Issuers and Trustor are engaged in related businesses, and
Trustor will derive substantial direct and indirect benefit from the release of
the Net Proceeds from the Note Proceeds Account.

         NOW, THEREFORE, in consideration of Ten Dollars, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and for the purpose of securing in favor of Beneficiary, for the
benefit of the Secured Parties, the Obligations, Trustor, in consideration of
the premises, and for the purposes aforesaid hereby agrees as follows:

                                   ARTICLE I.
                                  DEFINITIONS

         1.1 DEFINED TERMS. As used in this Deed of Trust, the following terms
have the meanings hereinafter set forth.


         "ACCOUNTS RECEIVABLE" has the meaning set forth in Section 9-102 (NRS
104.9102) of the UCC for the term "account."

         "ADMINISTRATIVE AGENT" has the meaning given to in Section 8.25 hereof.

         "ACEP" has the meaning given to it in the Recitals hereof.

         "APPURTENANT RIGHTS" means all and singular tenements, hereditaments,
rights, reversions, remainders, development rights, privileges, benefits,
easements (in gross or appurtenant), rights-of-way, licenses, gores or strips of
land, streets, ways, alleys, passages, sewer rights, water courses, water rights
and powers, and all appurtenances whatsoever and claims or demands of Trustor at
law or in equity in any way belonging, benefiting, relating or appertaining to
the Land, Trustor, the airspace over the Land, the Improvements or any of the
Trust Estate encumbered by this Deed of Trust, or that hereinafter shall in any
way belong, relate or be appurtenant thereto, whether now owned or hereafter
acquired by Trustor.

         "BANKRUPTCY" means, with respect to any Person, that (a) a court having
jurisdiction in the Trust Estate shall have entered a decree or order for relief
in respect of such Person in an involuntary case under the Bankruptcy Law, which
decree or order has not been stayed; or any other similar relief shall have been
granted under any applicable federal or state law; or (b) an


                                       2
<PAGE>

involuntary case shall be commenced against such Person, under the Bankruptcy
Law, or a decree or order of a court having jurisdiction in the Trust Estate for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over such Person, or over all or a
substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of such Person, for all or a substantial part of its property; or a
warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of such Person, and any such event
described in this clause (b) shall continue for 60 days unless dismissed, bonded
or discharged; or (c) such Person shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Law or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or
such Person shall make any assignment for the benefit of creditors, or shall be
Insolvent; or (d) such Person shall, or the board of directors (or similar body)
of such Person (or any committee thereof) shall, adopt any resolution or
otherwise authorize any action to approve any of the actions referred to in
clause (c) above.

         "BANKRUPTCY LAW" means Title 11 of the United States Code entitled
"Bankruptcy," as now and hereafter in effect, or any successor statute thereto
or any similar federal or state law for the relief of debtors.

         "BANK DEED OF TRUST" has the meaning given to it in Section 8.25 hereof

         "BENEFICIARY" has the meaning given to it in the Preamble hereof.

         "BUSINESS DAY" means any day that is not a Saturday, a Sunday or a day
on which banking institutions in the State of Nevada or the City of New York are
not required to be open.

         "CHARLESTON HEIGHTS LEASE" means that certain Lease Agreement, dated as
of August 7, 1998, as amended April 6, 1999, by and between Trustor (as
successor in interest to Arizona Charlie's, Inc.) and Charleston Heights
Shopping Center, a Nevada general partnership, as amended, restated, renewed or
extended from time to time in the future in compliance with the terms hereof

         "DEED OF TRUST" has the meaning given to it in the Preamble hereof.

         "ESCROW AND SECURITY AGREEMENT" has the meaning given to it in the
Recitals hereof.

         "ESTOPPEL CERTIFICATE" has the meaning given to it in Section 8.7
hereof.

         "EVENT OF DEFAULT" has the meaning given to it in Section 5.1 hereof.

         "FF&E" means all furniture, fixtures, equipment, appurtenances and
personal property now or in the future contained in, used in connection with,
attached to, or otherwise useful or convenient to the use, operation, or
occupancy of, or placed on, but unattached to, any part of the Site or
Improvements whether or not the same constitutes real property or fixtures in
the State of


                                       3
<PAGE>

Nevada, including all removable window and floor coverings, all furniture and
furnishings, heating, lighting, plumbing, ventilating, air conditioning,
refrigerating, incinerating and elevator and escalator plants, cooking
facilities, vacuum cleaning systems, public address and communication systems,
sprinkler systems and other fire prevention and extinguishing apparatus and
materials, motors, machinery, pipes, appliances, equipment, fittings, fixtures,
and building materials, all gaming and financial equipment, computer equipment,
calculators, adding machines, gaming tables, video game and slot machines, and
any other electronic equipment of every nature used or located on any part of
the Site or Improvements, together with all Venetian blinds, shades, draperies,
drapery and curtain rods, brackets, bulbs, cleaning apparatus, mirrors, lamps,
ornaments, cooling apparatus and equipment, ranges and ovens, garbage disposals,
dishwashers, mantels, and any and all such property that is at any time
installed in, affixed to or placed upon the Site or Improvements.

         "GAMING LAWS" means the gaming laws, rules, regulations or ordinances
and the laws, rules, regulations or ordinances governing the sale and
distribution of alcoholic beverages of any jurisdiction or jurisdictions to
which either of the Issuers, Trustor or any other Restricted Subsidiary is, or
may be at any time after the date of the Indenture, subject, including, without
limitation, the Nevada Gaming Control Act, codified as Chapter 463 of the Nevada
Revised Statutes and the regulations of the Nevada Gaming Commission promulgated
thereunder.

         "GOVERNMENTAL AUTHORITY" means any agency, authority, board, bureau,
commission, department, office, public entity, or instrumentality of any nature
whatsoever of the United States federal or foreign government, any state,
province or any city or other political subdivision or otherwise, whether now or
hereafter in existence, or any officer or official thereof, including, without
limitation, any Nevada Gaming Authority.

         "HOLDERS" has the meaning given to it in the Recitals hereof.

         "IMPOSITION" means any taxes, assessments, water rates, sewer rates,
maintenance charges, other governmental impositions and other charges now or
hereafter levied or assessed or imposed against the Trust Estate or any part
thereof.

         "IMPROVEMENTS" means (a) all the buildings, structures, facilities and
improvements of every nature whatsoever now or hereafter situated on the Site or
any real property encumbered hereby, and (b) all fixtures, machinery,
appliances, building or other materials, equipment, including without limitation
all gaming equipment and devices, and all machinery, equipment, engines,
appliances and fixtures for generating or distributing air, water, heat,
electricity, light, fuel or refrigeration, or for ventilating or sanitary
purposes, or for the exclusion of vermin or insects, or for the removal of dust,
refuse or garbage; all wall-beds, wall-safes, built-in furniture and
installations, shelving, lockers, partitions, doorstops, vaults, motors,
elevators, dumb-waiters, awnings, window shades, Venetian blinds, light
fixtures, fire hoses and brackets and boxes for the same, fire sprinklers,
alarm, surveillance and security systems, computers, drapes, drapery rods and
brackets, mirrors, mantels, screens, linoleum, carpets and carpeting, plumbing,
bathtubs, sinks, basins, pipes, faucets, water closets, laundry equipment,
washers, dryers, ice-boxes and heating units; all kitchen and restaurant
equipment, including but not limited to stoves, refrigerators, ovens, ranges,
dishwashers, disposals, water heaters, incinerators, communication


                                       4
<PAGE>

systems, and equipment; hot tubs, swimming pool heaters and equipment and all
other attached recreational equipment (computerized and otherwise), beauty and
barber equipment, all amusement rides and attractions attached to the Site, all
specifically designed installations and furnishings of every nature whatsoever
now or hereafter owned or leased by Trustor or in which Trustor has any rights
or interest and located in or on, or attached to, or used or intended to be used
or that are now or may hereafter be appropriated for use on or in connection
with the operation of the Site or any real or personal property encumbered
hereby or any other Improvements, or in connection with any construction being
conducted or that may be conducted thereon, and all extensions, additions,
accessions, improvements, betterments, renewals, substitutions, and replacements
to any of the foregoing, and all of the right, title and interest of Trustor in
and to any such property, which, to the fullest extent permitted by law, shall
be conclusively deemed fixtures and improvements and a part of the real property
hereby encumbered.

         "INDEMNITY AGREEMENT" means that certain Indemnity Agreement, dated as
of even date herewith, by Trustor to Beneficiary and certain other indemnified
parties named therein.

         "INDENTURE" has the meaning given to it in the Recitals hereof.

         "INDENTURE DOCUMENTS" means, collectively, the Indenture, the Notes,
the Indemnity Agreement, this Deed of Trust and the other Collateral Documents
and all other documents executed in connection with any of the foregoing, as
they may be amended, supplemented or otherwise modified from time to time in
accordance with the Intercreditor Agreement.

         "INDENTURE TRUSTEE" has the meaning given to it in the Recitals hereof.

         "INSOLVENT" means with respect to any Person, that such Person shall be
deemed to be insolvent if it shall fail generally, or shall admit in writing its
inability, to pay its debts as such debts become due and payable and/or if the
fair salable value of its assets is less than the amount required to pay its
probable liability on its existing debts as they become absolute and matured.

         "INTANGIBLE COLLATERAL" means (a) the rights to use all names and all
derivations thereof now or hereafter used by Trustor in connection with the Site
or Improvements, together with the goodwill associated therewith, and all names,
logos, and designs used by Trustor, or in connection with the Site or in which
Trustor has rights, with the exclusive right to use such names, logos, and
designs wherever they are now or hereafter used in connection with the Site or
the Improvements (or in connection with the marketing thereof) and all other
trade names, trademarks or service marks, whether or not registered, now or
hereafter used in connection with the Site or the Improvements, including,
without limitation, any interest as a lessee, licensee or franchisee, and, in
each case, together with the goodwill associated therewith; (b) subject to the
absolute assignment contained herein, the Rents; (c) any and all books, records,
customer lists, concession agreements, supply or service contracts, licenses,
permits, governmental approvals (to the extent such licenses, permits and
approvals may be pledged under applicable law), signs, goodwill, casino and
hotel credit and charge records, supplier lists, checking accounts, safe deposit
boxes (excluding the contents of such deposit boxes owned by Persons other than
Trustor and its Subsidiaries), cash, instruments, chattel papers, including
inter-company notes


                                       5
<PAGE>

and pledges, documents, unearned premiums, deposits, refunds, including but not
limited to income tax refunds, prepaid expenses, rebates, tax and insurance
escrow and impound accounts, if any, actions and rights in action, and all other
claims, including without limitation condemnation awards and insurance proceeds;
and all other contract rights and general intangibles resulting from or used in
connection with the operation and occupancy of the Trust Estate and the
Improvements and in which Trustor now or hereafter has rights; and (d) general
intangibles, vacation license resort agreements or other time share license or
right to use agreements, including without limitation all rents, issues,
profits, income and maintenance fees resulting therefrom, whether any of the
foregoing is now owned or hereafter acquired.

         "INTERCREDITOR AGREEMENT" means that certain Intercreditor Agreement,
dated as of January 29, 2004, by and among the Indenture Trustee and Bear Steams
Corporate Lending, Inc., as administrative agent and collateral agent.

         "ISSUERS" has the meaning given to it in the Recitals hereof.

         "LAND" means the real property situated in the County of Clark, State
of Nevada, more specifically described in Schedule A attached hereto and
incorporated herein by reference, including any after acquired title thereto.

         "LANDLORD RIGHTS" has the meaning given to it in Section 2.1(g) hereof.

         "LEASED PREMISES" means the real property and fixtures situated in the
County of Clark, State of Nevada described in the Charleston Heights Lease as
more specifically described in Schedule B hereto.

         "LEASE SECURITY" has the meaning given to it in Section 2.1(g) hereof.

         "LEGAL REQUIREMENTS" means all applicable restrictive covenants,
applicable zoning and subdivision ordinances and building codes, all applicable
health and Environmental Laws and regulations, all applicable gaming laws and
regulations, and all other applicable laws, ordinances, rules, regulations,
judicial decisions, administrative orders, and other requirements of any
Governmental Authority having jurisdiction over Trustor, the Trust Estate and/or
any Affiliate of Trustor, in effect either at the time of execution of this Deed
of Trust or at any time during the term hereof, including, without limitation,
all Gaming Laws.

         "NET PROCEEDS" has the meaning given to it in the Recitals hereof

         "NEVADA GAMING LICENSE" means any gaming license necessary for the
ownership, maintenance, financing or operation of the Site or the Improvements,
whether issued and/or required by Nevada Gaming Authorities, Gaming Laws or
otherwise.

         "NOTE GUARANTEE" has the meaning given to it in the Recitals hereof

         "NOTE PROCEEDS ACCOUNT" has the meaning given to it in the Recitals
hereof.

         "NOTES" has the meaning given to it in the Recitals hereof.


                                       6
<PAGE>

         "NRS" means the Nevada Revised Statutes as in effect from time to time.

         "OBLIGATIONS" means (a) the payment and performance by Trustor of each
covenant, agreement, obligation and liability of Trustor contained in each and
every Indenture Document to which it is a party or by which it is bound, (b) the
payment of such additional loans or advances as hereafter may be made to Trustor
(individually or jointly and severally with any other Person) or its successors
or assigns when evidenced by a promissory note or notes reciting that they are
secured by this Deed of Trust; provided, however, that any and all future
advances by Beneficiary to Trustor made for the improvement, protection or
preservation of the Trust Estate, together with interest at the rate applicable
to overdue principal set forth in the Indenture, shall be automatically secured
hereby unless such a note or instrument evidencing such advances specifically
recites that it is not intended to be secured hereby and (c) the payment of all
sums expended or advanced by Beneficiary under or pursuant to the terms of the
Deed of Trust or to protect the security hereof (including Protective Advances
as such term is defined in Section 6.2 hereof), together with interest thereon
as herein provided (without limiting the generality of the protections afforded
by NRS Chapter 106.300 through 106.400, funds disbursed that, in the reasonable
exercise of Beneficiary's judgment, are needed to protect Beneficiary's security
in the Trust Estate are to be deemed obligatory advances hereunder and will be
added to the total indebtedness secured by this Deed of Trust and such
indebtedness shall be increased accordingly).

         "PERMITTED DISPOSITIONS" means (a) the sale, transfer, lease or other
disposition of assets in the Trust Estate, in the ordinary course of business
and of inventory held in the ordinary course of business and (b) other sales,
transfers, leases or other dispositions of assets in the Trust Estate, including
entering into Space Leases; provided that, in each case, all applicable
provisions of the Indenture Documents are complied with.

         "PERMITTED ENCUMBRANCES" means (a) those Liens and exceptions set forth
on Schedule B of Exhibit E-1 of the Escrow and Security Agreement and (b) those
Liens set forth in clauses (7), (8), (10) and (17) of the definition of
"Permitted Liens" set forth in the Indenture.

         "PERSON" means any individual, corporation, partnership, limited
liability company or partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.

         "PERSONAL PROPERTY" has the meaning set forth in Section 3.11 hereof.

         "PLEDGE AND SECURITY AGREEMENT" means that certain Pledge and Security
Agreement of even date herewith made by the Issuers, Trustor and certain
Affiliates of Trustor in favor of Beneficiary, for the benefit of, among others,
the Secured Parties.

         "PROCEEDS" has the meaning assigned to it under the UCC and, in any
event, shall include but not be limited to (a) any and all proceeds of any
insurance (including without limitation property casualty and title insurance),
indemnity, warranty or guaranty payable from time to time with respect to any of
the Trust Estate; (b) any and all payments in any form whatsoever made or due
and payable from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Trust Estate by
any Governmental


                                       7
<PAGE>

Authority; (c) subject to the absolute assignment contained herein, the Rents or
other benefits arising out of, in connection with or pursuant to any Space Lease
of the Trust Estate; and (d) any and all other amounts from time to time paid or
payable in connection with any of the Trust Estate; provided, however, that
Trustor is not authorized to dispose of any of the Trust Estate unless such
disposition is a Permitted Disposition.

         "PROTECTIVE ADVANCES" has the meaning given to it in Section 6.2
hereof.

         "RENTS" means all rents, room revenues, income, receipts, issues,
profits, revenues and maintenance fees, room, food and beverage revenues,
license and concession fees, income, proceeds and other benefits to which
Trustor may now or hereafter be entitled from the Site, the Improvements, the
Space Leases or any property encumbered hereby or any business or other activity
conducted by Trustor at the Site or the Improvements.

         "SECURED PARTIES" means Beneficiary and the Holders.

         "SITE" means the Land and the Appurtenant Rights.

         "SPACE LEASES" means any and all leases, subleases, lettings, licenses,
concessions, operating agreements, management agreements, and all other
agreements affecting the Trust Estate that Trustor has entered into, taken by
assignment, taken subject to, or assumed, or has otherwise become bound by, now
or in the future, that give any Person the right to conduct its business on, or
otherwise use, operate or occupy, all or any portion of the Site or Improvements
and any leases, agreements or arrangements permitting anyone to enter upon or
use any of the Trust Estate to extract or remove natural resources of any kind,
together with all amendments, extensions, and renewals of the foregoing,
together with all rental, occupancy, service, maintenance or any other similar
agreements pertaining to use or occupation of, or the rendering of services at
the Site, the Improvements or any part thereof.

         "SPACE LESSEE(S)" means any and all tenants, licensees, or other
grantees of the Space Leases and any and all guarantors, sureties, endorsers or
others having primary or secondary liability with respect to such Space Leases.

         "TANGIBLE COLLATERAL" means all personal property, goods, equipment,
supplies, building and other materials of every nature whatsoever and all other
tangible personal property used in the operation of the hotel, casino,
restaurants, stores, parking facilities, and all other commercial operations on
the Site or Improvements, including but not limited to communication systems,
visual and electronic surveillance systems and transportation systems and not
constituting a part of the real property subject to the real property Lien of
this Deed of Trust and including all property and materials stored therein in
which Trustor has an interest and all tools, utensils, food and beverage,
liquor, uniforms, linens, housekeeping and maintenance supplies, vehicles, fuel,
advertising and promotional material, blueprints, surveys, plans and other
documents relating to the Site or Improvements, and all construction materials
and all furnishings, fixtures and equipment, including, but not limited to, all
FF&E.

         "TITLE INSURER" means Lawyers Title Insurance Corporation.


                                       8
<PAGE>

         "TRUSTEE" has the meaning given to it in the Preamble hereof.

         "TRUST ESTATE" means all of the property described in Granting Clauses
(a) through (o) in Section 2.1 hereof, inclusive, and each item of property
therein described.

         "TRUSTOR" has the meaning given to it in the Preamble hereof.

         "UCC" means the Uniform Commercial Code in effect in the State of
Nevada from time to time, NRS chapters 104 and 104A.

         1.2 TERMS DEFINED ELSEWHERE. The following terms have the meanings
given to them in the Indenture:

             AFFILIATE
             COLLATERAL DOCUMENTS
             LIEN
             NEVADA GAMING AUTHORITIES
             PERMITTED LIEN
             RESTRICTED SUBSIDIARY
             SUBSIDIARY

                                   ARTICLE II.
                                      GRANT

         2.1 GRANT. Trustor, does hereby ASSIGN, BARGAIN, CONVEY, PLEDGE,
RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN
TRUST FOR THE BENEFIT OF BENEFICIARY, FOR THE BENEFIT OF THE SECURED PARTIES,
FOR THE PURPOSE OF SECURING IN FAVOR OF BENEFICIARY, FOR THE BENEFIT OF THE
SECURED PARTIES, THE OBLIGATIONS, each of the following:

             (a)      The Land;

             (b)      TOGETHER WITH all the estate, right, title and interest of
Trustor of, in and to the Improvements;

             (c)      TOGETHER WITH all the estate, right, title and interest of
Trustor of, in and to the Appurtenant Rights;

             (d)      TOGETHER WITH all the estate, right, title and interest of
Trustor of, in and to the Tangible Collateral to the extent permitted by, or not
prohibited by, Gaming Laws and other Legal Requirements;

             (e)      TOGETHER WITH all the estate, right, title and interest of
Trustor of, in and to the Intangible Collateral to the extent permitted by, or
not prohibited by, Gaming Laws and other Legal Requirements;


                                       9
<PAGE>

             (f)      TOGETHER WITH (i) all the estate, right, title and
interest of Trustor of, in and to all judgments and decrees, insurance proceeds,
awards of damages and settlements hereafter made resulting from condemnation
proceedings or the taking of any of the property described in Granting Clauses
(a), (b), (c), (d) and (e) hereof or any part thereof under the power of eminent
domain, or for any damage (whether caused by such taking or otherwise) to the
property described in Granting Clauses (a), (b), (c), (d) and (e) hereof or any
part thereof, or to any Appurtenant Rights thereto, and Beneficiary is (subject
to the terms hereof) hereby authorized to collect and receive said awards and
proceeds and to give proper receipts and acquittance therefor, and (subject to
the terms hereof) to apply the same toward the payment of the indebtedness and
other sums secured hereby, notwithstanding the fact that the amount owing
thereon may not then be due and payable; (ii) all proceeds of any sales or other
dispositions of the property or rights described in Granting Clauses (a), (b),
(c), (d) and (e) hereof or any part thereof whether voluntary or involuntary;
provided, however, that the foregoing shall not be deemed to permit such sales,
transfers, or other dispositions except as specifically permitted herein; and
(iii) whether arising from any voluntary or involuntary disposition of the
property described in Granting Clauses (a), (b), (c), (d) and (e), all Proceeds,
products, replacements, additions, substitutions, renewals and accessions,
remainders, reversions and after-acquired interest in, of and to such property;

             (g)      TOGETHER WITH the absolute assignment of all right, title
and interest of Trustor of, in and to any Space Leases or any part thereof that
Trustor has entered into, taken by assignment, taken subject to, or assumed, or
has otherwise become bound by, now or in the future, together with all of the
following (including all "Cash Collateral" within the meaning of the Bankruptcy
Law) arising from the Space Leases: (i) Rents (subject, however, to the
aforesaid absolute assignment to Trustee for the benefit of Beneficiary and the
conditional permission hereinbelow given to Trustor to collect the Rents), (ii)
all guarantees, letters of credit, security deposits, collateral, cash deposits,
and other credit enhancement, documents, arrangements and other measures with
respect to the Space Leases (the "LEASE SECURITY"), (iii) all of Trustor's
right, title, and interest under the Space Leases (the "LANDLORD'S RIGHTS"),
including (A) the right to receive and collect the Rents from the lessee,
sublessee or licensee, or their successor(s), under any Space Lease(s) and (B)
the right to enforce against any tenants thereunder and otherwise any and all
remedies under the Space Leases, including Trustor's right to evict from
possession any tenant thereunder or to retain, apply, use, draw upon, pursue,
enforce or realize upon any guaranty of any Space Lease; to terminate, modify,
or amend the Space Leases; to obtain possession of, use, or occupy, any of the
real or personal property subject to the Space Leases; and to enforce or
exercise, whether at law or in equity or by any other means, all provisions of
the Space Leases and all obligations of the tenants thereunder based upon (y)
any breach by such tenant under the applicable Space Lease (including any claim
that Trustor may have by reason of a termination, rejection, or disaffirmance of
such Space Lease pursuant to any Bankruptcy Law) and (z) the use and occupancy
of the premises demised, whether or not pursuant to the applicable Space Lease
(including any claim for use and occupancy arising under landlord-tenant law of
the State of Nevada or any Bankruptcy Law). Permission is hereby given to
Trustor, until such permission is revoked by Beneficiary as hereafter provided,
to collect and use the Rents, as they become due and payable, but not more than
one (1) month in advance thereof, to collect and use the Lease Security and to
exercise Landlord's Rights. Upon the occurrence and during the continuance of an
Event of Default, the permission hereby given to Trustor to collect the Rents,
to collect and use the Lease Security and to exercise Landlord's Rights may be
revoked by Beneficiary upon written notice to


                                       10
<PAGE>

Trustor, but such permission shall be reinstated upon a cure or waiver of such
Event of Default. Beneficiary shall have the right, at any time and from time to
time, to notify any Space Lessee of the rights of Beneficiary as provided by
this Granting Clause (g);

             Notwithstanding anything to the contrary contained herein, the
foregoing provisions of this Granting Clause (g) shall not constitute an
assignment for purposes of security but shall constitute an absolute and present
assignment of the Rents to Beneficiary, subject, however, to the conditional
license given to Trustor to collect and use the Rents as hereinabove provided;
and the existence or exercise of such right of Trustor shall not operate to
subordinate this assignment to any subsequent assignment, in whole or in part,
by Trustor;

             (h)      TOGETHER WITH all of Trustor's right, title and interest
in and to any and all maps, plans, specifications, surveys, studies, tests,
reports, data and drawings relating to the Site or the Improvements, including,
without limitation, all marketing plans, feasibility studies, soils tests,
design contracts and all contracts and agreements of Trustor relating thereto
including, without limitation, architectural, structural, mechanical and
engineering plans and specifications, studies, data and drawings prepared for or
relating to the Site or the construction, renovation or restoration of any of
the Improvements or the extraction of minerals, sand, gravel or other valuable
substances from the Site and purchase contracts or any agreement granting
Trustor a right to acquire any land situated within Clark County, Nevada;

             (i)      TOGETHER WITH, to the extent permitted by Gaming Laws and
other Legal Requirements, all of Trustor's right, title, and interest in and to
any and all licenses, permits, variances, special permits, franchises,
certificates, rulings, certifications, validations, exemptions, filings,
registrations, authorizations, consents, approvals, waivers, orders, rights and
agreements (including, without limitation, options, option rights, contract
rights now or hereafter obtained by Trustor from any Governmental Authority
having or claiming jurisdiction over the Land, the FF&E, or any other element of
the Trust Estate or providing access thereto, or the operation of any business
on, at, or from the Site including, without limitation, any liquor or Nevada
Gaming Licenses (except for any registrations, licenses, findings of suitability
or approvals issued by the Nevada Gaming Authorities or any other liquor or
gaming licenses that are non-assignable); provided, that upon an Event of
Default, if Beneficiary is not qualified under the Gaming Laws to hold such
Nevada Gaming Licenses, then Beneficiary may designate an appropriately
qualified third party to which an assignment of such Nevada Gaming Licenses can
be made in compliance with the Gaming Laws;

             (j)      TOGETHER WITH all the estate, right, title and interest of
Trustor of, in and to all water stock, water permits and other water rights
relating to the Site;

             (k)      TOGETHER WITH all the estate, right, title and interest of
Trustor of, in and to all oil and gas and other mineral rights, if any, in or
pertaining to the Site and all royalty, leasehold and other rights of Trustor
pertaining thereto;

             (l)      TOGETHER WITH any and all monies and other property, real
or personal, that may from time to time be subjected to the Lien hereof by
Trustor or by anyone on its behalf or with its consent, or that may come into
the possession or be subject to the control of Trustee or


                                       11
<PAGE>

Beneficiary pursuant to this Deed of Trust or any other Indenture Document,
including, without limitation, any Protective Advances under this Deed of Trust;
and all of Trustor's right, title, and interest in and to all extensions,
improvements, betterments, renewals, substitutes for and replacements of, and
all additions, accessions, and appurtenances to, any of the foregoing that
Trustor may subsequently acquire or obtain by any means, or construct, assemble,
or otherwise place on any of the Trust Estate, and all conversions of any of the
foregoing; it being the intention of Trustor that all property hereafter
acquired by Trustor and required by the this Deed of Trust or any other
Indenture Document to be subject to the Lien of this Deed of Trust or intended
so to be shall forthwith upon the acquisition thereof by Trustor be subject to
the Lien of this Deed of Trust as if such property were now owned by Trustor and
were specifically described in this Deed of Trust and granted hereby or pursuant
hereto, and Trustee and Beneficiary are hereby authorized, subject to Gaming
Laws and other Legal Requirements, to receive any and all such property as and
for additional security for the Obligations. Trustor agrees to take any action
as may reasonably be necessary to evidence and perfect such Liens, including,
without limitation, the execution of any documents necessary to evidence and
perfect such Liens;

             (m)      TOGETHER WITH, to the extent permitted by Gaming Laws and
any other Legal Requirements, any and all Accounts Receivable and all royalties,
earnings, income, Proceeds, products, rents, revenues, reversions, remainders,
issues, profits, avails, production payments, and other benefits directly or
indirectly derived or otherwise arising from any of the foregoing, all of which
are hereby assigned to Beneficiary, who, except as otherwise expressly provided
in this Deed of Trust (including the provisions of Section 3.12 hereof), is
authorized to collect and receive the same, to give receipts and acquittances
therefor and to apply the same to the Obligations, whether or not then due and
payable;

             (n)      TOGETHER WITH Proceeds of the foregoing property described
in Granting Clauses (a) through (m);

             (o)      TOGETHER WITH Trustor's rights further to assign, sell,
lease, encumber or otherwise transfer or dispose of the property described in
Granting Clauses (a) through (n) inclusive, above, for debt or otherwise; and

             (p)      TOGETHER WITH any right of Trustor to elect to terminate
the Charleston Heights Lease or remain in possession of the Leased Premises
pursuant to 11 U.S.C. section 365(h)(1) or any similar provision of applicable
law and any possessory rights of Trustor in the Leased Premises pursuant to 11
U.S.C. section 365(h)(2) or any other similar provision of applicable law; and

             (q)      EXPRESSLY EXCLUDING, HOWEVER, any assets expressly
excluded from the definition of "Collateral" in the Pledge and Security
Agreement.

         2.2 TRUSTOR'S RIGHT TO ENCUMBER THE TRUST ESTATE. Trustor, for itself
and its successors and assigns, covenants and agrees that Trustor has good
right, full power and lawful authority to assign, grant, convey, warrant,
transfer, bargain or sell its interests in the Trust Estate in the manner and
form as aforesaid, and that the Trust Estate is free and clear of all Liens
whatsoever, except Permitted Liens, and Trustor shall warrant and forever defend
the above-


                                       12
<PAGE>

bargained property in the quiet and peaceable possession of Trustee and its
successors and assigns against each and every Person lawfully or otherwise
claiming or to claim the whole or any part thereof, except for Permitted Liens.
Trustor agrees that any greater title to the Trust Estate hereafter acquired by
Trustor during the term hereof shall be automatically subject hereto.

                                  ARTICLE III.
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRUSTOR

         Trustor represents, warrants and covenants to Beneficiary and the
Secured Parties, as follows:

         3.1 PERFORMANCE OF INDENTURE DOCUMENTS. Trustor shall perform, observe
and comply with each and every provision hereof, and with each and every
provision contained in the Deed of Trust and the other Indenture Documents
relating to Trustor and shall promptly pay to Beneficiary or the Person
specified in the relevant Indenture Document, as applicable, when payment shall
become due, the principal with interest thereon and all other sums required to
be paid by Trustor under this Deed of Trust or any other Indenture Document.

         3.2 GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES. (a) Trustor has
good and marketable title to an indefeasible fee estate in the Land, free and
clear of all encumbrances except Permitted Encumbrances, and it has the right to
hold, occupy and enjoy its interest in the Trust Estate, and has good right,
full power and lawful authority to subject the Trust Estate to the Lien of this
Deed of Trust and pledge the same as provided herein and Beneficiary may at all
times peaceably and quietly enter upon, hold, occupy and enjoy the entire Trust
Estate in accordance with the terms hereof; (b) Trustor is not Insolvent and no
Bankruptcy or insolvency proceedings are pending or contemplated by or, to the
best of Trustor's knowledge, threatened against Trustor; (c) other than amounts
subject to mechanics' liens constituting Permitted Encumbrances, all costs
arising from construction of any Improvements, the performance of any labor and
the purchase of all Tangible Collateral and Improvements have been or shall be
paid when due; (d) the Land has direct access for ingress and egress to
dedicated street(s); (e) Trustor shall at all times conduct and operate the
Trust Estate in a manner so as not to lose the right to conduct gaming
activities on the Trust Estate; (f) no material part of the Trust Estate has
been damaged, destroyed, condemned or abandoned; and (g) as of the date hereof,
no part of the Trust Estate is the subject of condemnation proceedings and
Trustor has no knowledge of any contemplated or pending condemnation proceeding
with respect to any portion of the Trust Estate.

         3.3 COMPLIANCE WITH LEGAL REQUIREMENTS. Except as provided in the
Indenture, Trustor shall promptly, fully, and faithfully comply in all material
respects with all Legal Requirements and shall cause all portions of the Trust
Estate and its use and occupancy to fully comply in all material respects with
Legal Requirements at all times, whether or not such compliance requires work or
remedial measures that are ordinary or extraordinary, foreseen or unforeseen,
structural or nonstructural, or that interfere with the use or enjoyment of the
Trust Estate.

         3.4 TAXES. Except as otherwise permitted by the Indenture, (a) Trustor
shall pay all Impositions as they become due and payable and shall deliver to
Beneficiary promptly upon


                                       13
<PAGE>

Beneficiary's request, evidence satisfactory to Beneficiary that the Impositions
have been paid or are not delinquent; (b) Trustor shall not suffer to exist,
permit or initiate the joint assessment of the real and personal property, or
any other procedure whereby the Lien of the real property taxes and the Lien of
the personal property taxes shall be assessed, levied or charged to the Land as
a single Lien; and (c) in the event of the passage of any law deducting from the
value of real property for the purposes of taxation any Lien thereon, or
changing in any way the taxation of deeds of trust or obligations secured
thereby for state or local purposes, or the manner of collecting such taxes and
imposing a tax, either directly or indirectly, on this Deed of Trust or the
other Indenture Documents to which Trustor is a party, Trustor shall pay all
such taxes.

         3.5 INSURANCE.

             (a)      Trustor shall at its sole expense obtain for, deliver to,
assign and maintain for the benefit of Beneficiary, during the term of this Deed
of Trust, insurance policies insuring the Trust Estate and liability insurance
policies, all in accordance with the requirements of the Indenture Documents.
Trustor shall pay promptly when due any premiums on such insurance policies and
on any renewals thereof. In the event of the foreclosure of this Deed of Trust
or any other transfer of title to the Trust Estate in partial or complete
extinguishment of the Obligations, all right, title and interest of Beneficiary
in and to all insurance policies and renewals thereof then in force shall pass
to the purchaser or grantee.

             (b)      All Proceeds from any insurance policies, including
without limitation, business interruption insurance shall be collected, held,
handled and disbursed in accordance with the provisions of the Indenture.

             (c)      Trustor shall not violate or permit to be violated any of
the conditions or provisions of any policy of insurance required by this Deed of
Trust or any other Indenture Document and Trustor shall so perform and satisfy
the requirements of the companies writing such policies that, at all times,
companies of good standing shall be willing to write and/or continue such
insurance. Trustor further covenants to promptly send to Beneficiary all notices
relating to any violation of such policies or otherwise affecting Trustor's
insurance coverage or ability to obtain and maintain such insurance coverage.

         3.6 CONDEMNATION. Trustor, within five (5) Business Days of obtaining
knowledge of the institution of any proceedings for the condemnation of the
Trust Estate or any portion thereof, shall notify Trustee and Beneficiary of the
pendency of such proceedings. Beneficiary may participate in any such
proceedings and Trustor from time to time shall execute and deliver to
Beneficiary all instruments requested by it to permit such participation;
provided, however, that such instruments shall be deemed as supplemental to the
foregoing grant of permission to Trustee and Beneficiary, and unless otherwise
required by applicable law, the foregoing permission shall, without more, be
deemed sufficient to permit Trustee and/or Beneficiary to participate in such
proceedings on behalf of Trustor. All such compensation awards, damages, claims,
rights of action and Proceeds, and any other payments or relief, and the right
thereto, are, whether paid to Beneficiary or Trustor or a third party trustee,
included in the Trust Estate. Beneficiary, after deducting therefrom all its
expenses, including reasonable attorneys' fees and expenses, shall apply all
Proceeds paid directly to it in accordance with the provisions of the


                                       14
<PAGE>

Indenture. All Proceeds paid directly to Trustor shall be given by Trustor
immediately to Beneficiary and, after Beneficiary deducts therefrom all its
expenses, including reasonable attorneys' fees and expenses, Beneficiary shall
apply all remaining amounts in accordance with the provisions of the Indenture.
To the extent that any condemnation proceeds are not required to be applied
towards restoration of the Improvements upon the Site, then said condemnation
proceeds shall be applied in accordance with the Indenture. Trustor hereby
waives any rights it may have under NRS 37:115, as amended or recodified from
time to time.

         3.7 CARE OF TRUST ESTATE.


             (a)      Trustor shall preserve and maintain the Trust Estate in
good condition and repair. Trustor shall not permit, commit or suffer to exist
any waste, impairment or deterioration of the Trust Estate or of any part
thereof that in any manner materially impairs Beneficiary's security hereunder
and shall not take any action that will increase the risk of fire or other
hazard to any part of the Trust Estate.

             (b)      Except for Permitted Dispositions, no material part of the
Improvements or Tangible Collateral that are part of the Trust Estate shall be
removed, demolished or materially altered, without the prior written consent of
Beneficiary. Trustor shall have the right, without such consent, to remove and
dispose of free from the Lien of this Deed of Trust any part of the Improvements
or Tangible Collateral that are part of the Trust Estate as from time to time
may become worn out or obsolete or otherwise not useful in connection with the
operation of the Trust Estate, provided that either (i) such removal or
disposition does not materially affect the value of the Trust Estate or (ii)
prior to or promptly following such removal, any such property shall be replaced
with other property of substantially equal utility and of a value at least
substantially equal to that of the replaced property when first acquired and
free from any Lien of any other Person (subject only to Permitted Liens), and by
such removal and replacement Trustor shall be deemed to have subjected such
replacement property to the Lien of this Deed of Trust. \

         3.8 LEASES.

             (a)      Except for the assignment effected hereby and in the other
Collateral Documents, Trustor has not executed any assignment or pledge of any
of the Space Leases, the Rents, or of Trustor's right, title and interest in the
same.

             (b)      This Deed of Trust does not and will not constitute a
violation or default under any Space Lease, and is and shall at all times
constitute a valid Lien on Trustor's interests in the Space Leases.

             (c)      Trustor shall not enter into any Space Lease or any
modifications or amendments to any Space Lease, either orally or in writing,
unless such Space Lease complies with the requirements of the Indenture
Documents.

             (d)      After an Event of Default, upon the request of
Beneficiary, Trustor shall deliver to Beneficiary executed copies of all Space
Leases.


                                       15
<PAGE>

         3.9 FURTHER ENCUMBRANCE.


             (a)      At all times prior to the discharge of the Obligations,
except for Permitted Liens and Permitted Dispositions, Trustor shall neither
make nor suffer to exist, nor enter into any agreement (unless it is contingent
upon satisfaction of all conditions for a Permitted Lien or Permitted
Disposition) for, any sale, assignment, exchange, mortgage, transfer, Lien, or
hypothecation of all or any part of the Trust Estate, including, without
limitation, the Rents. As used herein, "transfer" includes the actual transfer
or other disposition, whether voluntary or involuntary, by law, or otherwise,
except those transfers specifically permitted herein.

             (b)      Trustor agrees that in the event the ownership of the
Trust Estate or any part thereof becomes vested in a Person other than Trustor,
Beneficiary may, without notice to Trustor, deal in any way with such successor
or successors in interest with reference to this Deed of Trust and the
Obligations without in any way vitiating or discharging Trustor's or any
guarantor's, surety's or endorser's liability hereunder or upon the Obligations.
No sale of the Trust Estate and no forbearance to any Person with respect to
this Deed of Trust and no extension to any Person of the time for payment of the
Obligation, and any other sums hereby secured given by Beneficiary shall operate
to release, discharge, modify, change or affect the original liability of
Trustor, or such guarantor, surety or endorser either in whole or in part.

        3.10 FURTHER ASSURANCES.

             (a)      At its sole cost and without expense to Trustee or
Beneficiary, and subject in all events to compliance with the Gaming Laws and
any other Legal Requirements, Trustor shall do, authorize, execute, acknowledge
and/or deliver any and all such further acts, deeds, conveyances, notices,
requests for notices, financing statements, continuation statements,
certificates, assignments, notices of assignments, agreements, instruments and
further assurances, and shall mark any chattel paper, deliver any chattel paper
or instruments to Beneficiary and take any other actions that are necessary,
prudent, or reasonably requested by Beneficiary or Trustee to perfect or
continue the perfection and second priority of Beneficiary's security interest
in the Trust Estate, to protect the Trust Estate against the rights, claims, or
interests of third Persons other than holders of Permitted Liens or to effect
the purposes of this Deed of Trust, including the security agreement and the
absolute assignment of Rents contained herein, or for the filing, registering or
recording thereof.

             (b)      Trustor shall forthwith upon the execution and delivery of
this Deed of Trust, and thereafter from time to time, cause this Deed of Trust
and each instrument of further assurance to be filed, indexed, registered,
recorded, given or delivered in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to
protect the Lien hereof upon, and the title of Trustee and/or Beneficiary to,
the Trust Estate.

             (c)      Upon any modification of the boundaries of the Leased
Premises (or any portion thereof), Trustor, at Trustor's expense, shall notify
Beneficiary and amend this Deed of Trust to reflect an accurate description of
the Leased Premises (or such portion thereof). In connection therewith, Trustor
shall provide Beneficiary with such title insurance endorsements to


                                       16
<PAGE>
Beneficiary's ALTA extended coverage Lender's Policy(ies) of Title Insurance
delivered under Section 3.19 as Beneficiary may reasonably request.

         3.11     SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENTS.

                  (a)      Trustor (as debtor) hereby grants to Beneficiary (as
creditor and secured party on behalf of and for the benefit of the Secured
Parties) a present and future security interest in all Tangible Collateral,
Intangible Collateral, FF&E, Improvements, all other personal property now or
hereafter owned or leased by Trustor or in which Trustor has or will have any
interest, to the extent that such property constitutes a part of the Trust
Estate (whether or not such items are stored on the premises or elsewhere),
Proceeds of the foregoing comprising a portion of the Trust Estate and all
products, substitutions, and accessions therefor and thereto, subject to
Beneficiary's rights to treat such property as real property as herein provided
(collectively, the "PERSONAL PROPERTY"). Trustor shall authorize, execute and/or
deliver any and all documents and

writings, including without limitation financing statements pursuant to the UCC,
as may be necessary or prudent to preserve and maintain the priority of the
security interest granted hereby on property that may be deemed subject to the
foregoing security agreement or as Beneficiary may reasonably request, and shall
pay to Beneficiary on demand any reasonable expenses incurred by Beneficiary in
connection with the preparation, execution and filing of any such documents.
Trustor hereby authorizes and empowers Beneficiary to file, on Trustor's behalf,
all financing statements and refiling and continuations thereof as advisable to
create, preserve and protect said security interest. Trustor acknowledges and
agrees that it is not authorized to, and will not, authenticate or file, or
authorize the filing of, any financing statements or other record with respect
to the Personal Property (including any amendments thereto, or continuation or
termination statements thereof), except as permitted by the Indenture Documents.
Trustor approves and ratifies any filing or recording of records made by or on
behalf of Beneficiary in connection with the perfection of the security interest
in favor of Beneficiary hereunder. This Deed of Trust constitutes both a real
property deed of trust and a "security agreement," within the meaning of the
UCC, and the Trust Estate includes both real and personal property and all other
rights and interests, whether tangible or intangible in nature, of Trustor in
the Trust Estate. Trustor by executing and delivering this Deed of Trust has
granted to Beneficiary, as security for the Obligations, a security interest in
the Trust Estate.

                  (b)      Without in any way limiting the generality or of the
definition of the Trust Estate, this Deed of Trust constitutes a fixture filing
under Sections 9-334 and 9-502 of the UCC (NRS 104.9334 and 104.9502). For such
purposes, (i) the "debtor" is Trustor and its address is the address given for
it in the initial paragraph of this Deed of Trust; (ii) the "secured party" is
Beneficiary, and its address for the purpose of obtaining information is the
address given for it in the initial paragraph of this Deed of Trust; (iii) the
real estate to which the fixtures are or are to become attached is Trustor's
interest in the Site; and (iv) the record owner of such real estate is Trustor.

                  (c)      This Deed of Trust shall be deemed a security
agreement as defined in the UCC and the remedies for any violation of the
covenants, terms and conditions of the agreements herein contained shall include
any or all of (i) those prescribed herein, and (ii) those available



                                       17
<PAGE>
under applicable law, and (iii) those available under the UCC, all at
Beneficiary's sole election. In addition, a photographic or other reproduction
of this Deed of Trust shall be sufficient as a financing statement for filing
wherever filing may be necessary to perfect or continue the security interest
granted herein.

                  (d)      It is the intention of the parties that the filing of
a financing statement in the records normally having to do with personal
property shall never be construed as in anyway derogating from or impairing the
express declaration and intention of the parties hereto as hereinabove stated
that everything used in connection with the production of income from the Trust
Estate and/or adapted for use therein and/or that is described or reflected in
this Deed of Trust is, and at all times and for all purposes and in all
proceedings both legal or equitable, shall be regarded as part of the real
property encumbered by this Deed of Trust irrespective of whether (i) any such
item is physically attached to the Improvements, (ii) serial numbers are used
for the better identification of certain equipment items capable of being thus
identified in any list filed with Beneficiary, (iii) any such item is referred
to or reflected in any such financing statement so filed at any time. It is the
intention of the parties that the mention in any such financing statement of (A)
rights in or to the proceeds of any fire and/or hazard insurance policy, or (B)
any award in eminent domain proceedings for a taking or for loss of value, or
(C) Trustor's interest as lessors in any present or future Space Lease or rights
to Rents, shall never be construed as in anyway altering any of the rights of
Beneficiary as determined by this Deed of Trust or impugning the priority of
Beneficiary's real property Lien granted hereby or by any other recorded
document, but such mention in the financing statement is declared to be for the
protection of Beneficiary in the event any court or judge shall at any time hold
with respect to the matters set forth in the foregoing clauses (A), (B) and (C)
that notice of Beneficiary's priority of interest to be effective against a
particular class of Persons, including but not limited to, the federal
government and any subdivisions or entity of the federal government, must be
filed in the UCC records.

                  (e)      All Personal Property that is subject to the
provisions of this security agreement shall be purchased or obtained by Trustor
in its name and free and clear of any Lien or encumbrance, except for Permitted
Liens and the Lien hereof, and shall be and at all times remain free and clear
of any lease or similar arrangement, chattel financing, installment sale
agreement, security agreement and any encumbrance of like kind, so that
Beneficiary's security interest shall attach to and vest in Trustor for the
benefit of Beneficiary, with the priority herein specified, immediately upon the
installation or use of the Personal Property at the Site and Trustor warrants
and represents that Beneficiary's security interest in the Personal Property is
a validly attached and binding security interest, properly perfected (in the
case of Intangible Collateral, so long as a financing statement in respect
thereof has been filed and any other actions set forth in Schedule 3 to the
Pledge and Security Agreement with respect thereto have been taken) and prior to
all other security interests therein except as otherwise permitted in this Deed
of Trust. The foregoing shall not be construed as limiting Trustor's rights to
transfer Personal Property pursuant to Permitted Dispositions.

                  (f)      Except as could not reasonably be expected to have a
Material Adverse Effect (as defined in the Pledge and Security Agreement),
Trustor shall, prior to delinquency, default, or forfeiture, perform all
obligations and satisfy all material conditions required on its



                                       18
<PAGE>
part to be satisfied to preserve its rights and privileges under any contract,
lease, license, permit, or other authorization (i) under which it holds any
Tangible Collateral or (ii) which constitutes part of the Intangible Collateral,
except where Trustor is contesting such obligations in good faith.

                  (g)      Except for damaged or obsolete Tangible Collateral
that is either no longer usable or that is removed temporarily for repair or
improvement or removed for replacement on the Trust Estate with Tangible
Collateral of similar function or as otherwise permitted herein, none of the
Tangible Collateral shall be removed from the Trust Estate without Beneficiary's
prior written consent.

                  (h)      Trustor shall not change its corporate (or other
entity) or business name, or do business within the State of Nevada under any
name other than such name, or any trade name(s) other than those as to which
Trustor gives prior written notice to Beneficiary of its intent to use such
trade names, or any other business names (if any) specified in the financing
statements delivered to Beneficiary for filing in connection with the execution
hereof, without, in each case, providing Beneficiary with the additional
financing statement(s) and any other similar documents deemed reasonably
necessary by Beneficiary to assure that its security interest remains perfected
and of undiminished priority in all such Personal Property notwithstanding such
name change.

         3.12     ASSIGNMENT OF LEASES AND RENTS. Subject to Gaming Laws
and other applicable Legal Requirements, the assignment of Leases and Rents set
out above in Granting Clause (g) shall constitute an absolute and present
assignment to Beneficiary, subject to the license herein given to Trustor to
collect the Rents, and shall be fully operative without any further action on
the part of any party, and specifically Beneficiary shall be entitled upon the
occurrence of an Event of Default hereunder to all Rents and to enter upon the
Site and the Improvements to collect such Rents; provided, however, that
Beneficiary shall not be obligated to take possession of the Trust Estate, or
any portion thereof. The absolute assignment contained in Granting Clause (g)
shall not be deemed to impose upon Beneficiary any of the obligations or duties
of Trustor provided in any such Space Lease (including, without limitation, any
liability under the covenant of quiet enjoyment contained in any lease in the
event that any lessee shall have been joined as a party defendant in any action
to foreclose this Deed of Trust and shall have been barred and foreclosed
thereby of all right, title and interest and equity of redemption in the Trust
Estate or any part thereof).

         3.13     EXPENSES AND INDEMNIFICATION. Trustor shall, upon demand
by Beneficiary, reimburse Beneficiary or any assignee of Beneficiary for all
reasonable expenses, including without limitation, out of pocket costs,
appraisal fees, recording fees, taxes, abstract fees, title policy fees, escrow
fees, attorneys' and paralegal fees, travel expenses, fees for inspecting
architect(s) and engineer(s) and all other costs and expenses of every character
that have been or may hereafter be incurred by Beneficiary or any assignee of
Beneficiary in connection with the preparation, execution and enforcement of
this Deed of Trust. Trustor shall indemnify Beneficiary with respect to any
transaction or matter in any way connected with any portion of the Trust Estate,
this Deed of Trust, including any occurrence at, in, on, upon or about the Trust
Estate (including any personal injury, loss of life, or property damage), or
Trustor's use,



                                       19
<PAGE>
occupancy, or operation of the Trust Estate, or the filing or enforcement of any
mechanic's lien, or otherwise caused in whole or in part by any act, omission or
negligence occurring on or at the Trust Estate, including failure to comply with
any Legal Requirement or with any requirement of this Deed of Trust that applies
to Trustor, except to the extent resulting from the gross negligence, fraud or
willful misconduct of Trustee or Beneficiary. If Beneficiary is made a party to
any investigation, litigation or proceeding as to which Trustor is required to
indemnify Beneficiary, Beneficiary shall promptly notify the Trustor in writing
of the commencement of such investigation, litigation or proceeding. Failure of
Beneficiary to timely notify Trustor of the commencement of such investigation,
litigation or proceeding shall not relieve Trustor of its obligation to
indemnify Beneficiary. In case any such investigation, litigation or proceeding
shall be brought against Beneficiary and Beneficiary shall notify Trustor of the
commencement of such investigation, litigation or proceeding, Trustor shall be
entitled to participate in such investigation, litigation or proceeding and,
after written notice from Trustor to Beneficiary, to assume the defense of such
investigation, litigation or proceeding with counsel of its choice at its
expense, provided that such counsel is reasonably satisfactory to Beneficiary
(and any settlement shall be subject to Beneficiary's consent, which consent
shall not be unreasonably withheld). Notwithstanding the election of Trustor to
assume the defense of such investigation, litigation or proceeding, Beneficiary
shall have the right to employ separate counsel and to participate in the
defense of such investigation, litigation or proceeding, and Trustor shall bear
the reasonable fees, costs and expenses of such separate counsel if (A) Trustor
shall not have employed counsel reasonably satisfactory to Beneficiary to
represent Beneficiary within a reasonable time after notice of the institution
of such investigation, litigation or proceeding, or (B) Beneficiary otherwise
requests Trustor to employ separate counsel at the expense of Trustor, provided
that Trustor shall not be liable for fees, costs and expenses of more than one
separate counsel in connection with the same action and any separate but
substantially similar or related action the same jurisdiction. Any amount
payable under any indemnity in this Deed of Trust shall be a demand obligation,
shall be added to, and become a part of, the Obligations, shall be secured by
this Deed of Trust and shall bear interest at the interest rate specified in the
Indenture. Such indemnity shall survive any release of this Deed of Trust and
any foreclosure.

         3.14     BENEFICIARY'S CURE OF TRUSTOR'S DEFAULT. If Trustor
defaults hereunder in the payment of any Lien, encumbrance or Imposition, in its
obligation to furnish insurance hereunder, or in the performance or observance
of any other covenant, condition or term of this Deed of Trust or any other
Indenture Document, Beneficiary may, but is not obligated to, in order to
preserve its interest in the Trust Estate, perform or observe the same, and all
payments made (whether such payments are regular or accelerated payments) and
reasonable costs and expenses incurred or paid by Beneficiary in connection
therewith shall become due and payable immediately. The amounts so incurred or
paid by Beneficiary, together with interest thereon at the interest rate
applicable to overdue principal set forth in the Indenture, from the date
incurred until paid by Trustor, shall be added to the indebtedness and secured
by the Lien of this Deed of Trust. Beneficiary, is hereby empowered to enter and
to authorize others to enter upon the Site or any part thereof for the purpose
of performing or observing any such defaulted covenant, condition or term,
without thereby becoming liable to Trustor or any Person in possession holding
under Trustor. No exercise of any rights under this Section 3.14 by Beneficiary
shall cure or waive any Event of Default or notice of default hereunder or
invalidate any act done pursuant hereto or to any such notice, but shall be
cumulative of all other rights and remedies.



                                       20
<PAGE>
         3.15     USE OF TRUST ESTATE. Trustor covenants that the Trust
Estate shall be used and operated in a manner consistent with the requirements
of the Indenture Documents.

         3.16     COMPLIANCE WITH PERMITTED LIEN AGREEMENTS. Trustor shall
comply with each and every material obligation contained in any agreement
pertaining to a Permitted Lien.

         3.17     DEFENSE OF ACTIONS. Trustor shall appear in and defend
any action or proceeding affecting or purporting to affect the security hereof
or the rights or powers of Beneficiary or Trustee, and shall pay all costs and
expenses, including costs of title search and insurance or other evidence of
title, preparation of survey, and reasonable attorneys' fees and expenses in any
such action or proceeding in which Beneficiary or Trustee may appear or may be
joined as a party and in any suit brought by Beneficiary based upon or in
connection with this Deed of Trust or any other Indenture Document to which
Trustor is a party. Nothing contained in this Section 3.17 shall, however, limit
the right of Beneficiary to appear in such action or proceeding with counsel of
its own choice, either on its own behalf or on behalf of Trustor.

         3.18     AFFILIATES. Subject to compliance with the requirements
of Gaming Laws and other applicable Legal Requirements, Trustor shall cause all
of its Affiliates in any way involved with the operation of the Trust Estate to
observe the covenants and conditions of this Deed of Trust to the extent
necessary to give the full intended effect to such covenants and conditions and
to protect and preserve the security of Beneficiary hereunder. Trustor shall not
use any Affiliate in the operation of the Trust Estate if such use would in any
way impair the security for the Obligations or circumvent any covenant or
condition of this Deed of Trust or of any other Indenture Document.

         3.19     TITLE INSURANCE. Promptly after the recording of this
Deed of Trust, Trustor shall cause to be delivered to Beneficiary at Trustor's
expense, one or more ALTA extended coverage "Lender's Policies of Title
Insurance," satisfactory to Beneficiary in all material respects, showing fee
title to the real property situated in the County of Clark, State of Nevada,
more specifically described in Schedule A, vested in Trustor and the Lien of
this Deed of Trust to be a perfected Lien, prior to any and all encumbrances
other than Permitted Encumbrances (excluding, however, any such non-Permitted
Encumbrances for which the Title Insurer has agreed to provide an endorsement or
affirmative coverage protecting the Lien of this Deed of Trust against such
non-Permitted Encumbrances).

         3.20     LEASEHOLD ESTATE. (a) The Charleston Heights Lease is in
full force and effect and unmodified; (b) Trustor will defend the leasehold
estate under the Charleston Heights Lease for the entire remainder of the term
set forth in said Lease against all and every Person lawfully claiming, or who
may claim the same or any part thereof, subject to the payment of the rents in
the Charleston Heights Lease reserved and subject to the performance and
observance of all of the terms, covenants, conditions and warranties thereof;
and (c) there is no uncured default under the Charleston Heights Lease or in the
performance of any of the terms, covenants, conditions or warranties thereof on
the part of the lessee or, to the knowledge of Trustor, the lessor, to be
observed and performed and that no state of facts exist under the Charleston
Heights Lease that, with the lapse of time or giving of notice or both would
constitute a default by lessee thereunder or, to the knowledge of Trustor, by
the lessor thereunder.



                                       21
<PAGE>
         3.21     PAYMENT OF CHARLESTON HEIGHTS LEASE EXPENSES. The Trustor
shall pay or cause to be paid on or prior to the date due all rents, additional
rents and other charges and Impositions payable by the lessor or the lessee
under the Charleston Heights Lease for which provision has not been made
hereinbefore, when and as often as the same shall become due and payable.

         3.22     THE CHARLESTON HEIGHTS LEASE.

                  (a)      Trustor shall at all times promptly and faithfully
keep and perform, or cause to be kept and performed, all the covenants and
conditions contained in the Charleston Heights Lease to be kept and performed by
it thereunder and in all material respects conform to and comply with the terms
and conditions of the Charleston Heights Lease. Trustor shall, within ten days
after written demand from Beneficiary, deliver to Beneficiary proof of payment
of all items that are required to be paid by Trustor under the Charleston
Heights Lease, including, without limitation, rent, taxes, operating expenses
and other charges. Trustor shall promptly deliver to Beneficiary copies of all
material notices given with respect to or which affect the Charleston Heights
Lease including pleadings or notices of default given under the Charleston
Heights Lease. Trustor shall not do or permit anything to occur or fail to occur
which will impair or tend to impair the security of this Deed of Trust or will
be grounds for declaring a forfeiture or termination of the Charleston Heights
Lease, and upon any such failure as aforesaid, Trustor shall be subject to all
of the rights and remedies granted Beneficiary in this Deed of Trust.

                  (b)      Trustor shall not modify, extend or in any way alter
the terms of the Charleston Heights Lease or cancel or surrender the Charleston
Heights Lease or reject the Charleston Heights Lease in a case pending under the
Bankruptcy Code, or waive, execute, condone or in anyway release or discharge
the lessor thereunder of or from the obligations, covenants, conditions and
agreements by said lessor to be done and performed, except as otherwise
permitted in the Indenture Documents or except for cancellations, surrenders,
amendments, modifications, alterations and releases that could not reasonably be
expected to have a Material Adverse Effect (as such term is defined in the
Pledge and Security Agreement). Trustor does expressly release, relinquish and
surrender unto Beneficiary all of its rights, power and authority to cancel,
surrender, amend, modify or alter in any way the terms and provisions of the
Charleston Heights Lease and shall not attempt to exercise any such right
(unless permitted to do so under the first sentence of this clause (b)). If
Trustor becomes a debtor under the Bankruptcy Code, Trustor shall assume and
assign the Charleston Heights Lease to Beneficiary, and it further agrees that
it shall not object to any request by Beneficiary that the Charleston Heights
Lease not be rejected, or that Beneficiary be authorized to assume Trustor's
rights under the Charleston Heights Lease.

                  (c)      Trustor shall deliver to Beneficiary an estoppel
certificate from the Lessor within ten (10) days of request by Beneficiary and
in such form and content as shall be reasonably satisfactory to Beneficiary
(which request shall not be made more frequently than once per year), as well as
any and all documentary evidence received by it showing compliance by Trustor
with the provisions of the Charleston Heights Lease.



                                       22
<PAGE>
                  (d)      Trustor does hereby authorize and irrevocably appoint
and constitute Beneficiary as its true and lawful attorney-in-fact, which
appointment is coupled with an interest, in its name, place and stead, to, upon
the occurrence and during the continuance of an Event of Default, take any and
all actions deemed necessary or desirable by Beneficiary to perform and comply
with all the obligations of Trustor under the Charleston Heights Lease, and to
do and take upon the occurrence and during continuation of an Event of Default,
but without any obligation so to do or take, any action which Beneficiary deems
reasonably necessary to prevent or cure any default by Trustor under the
Charleston Heights Lease, to enter into and upon the Site in order to prevent or
cure any default of Trustor pursuant thereto, to the end that the rights of
Trustor in and to the leasehold estate created by the Charleston Heights Lease
shall be kept free from default.

                  (e)      In the event of any failure by Trustor to perform or
cause the performance of any covenant on the part of lessor or lessee to be
observed and performed under the Charleston Heights Lease, the performance by
Beneficiary on behalf of Trustor of the applicable Charleston Heights Lease
covenant shall not remove or waive, as between Trustor and Beneficiary, the
corresponding material breach under the terms hereof and any amount so advanced
by Beneficiary or any costs incurred in connection therewith, with interest
thereon at the interest rate applicable to overdue principal under the
Indenture, shall constitute additional Obligations secured hereby and be
immediately due and payable.

                  (f)      To the extent permitted by law, the price payable by
Trustor, or by any other party so entitled, in the exercise of the right of
redemption, if any, shall include all rents paid and other sums advanced by
Beneficiary, on behalf of Trustor, as lessee under the Charleston Heights Lease.

                  (g)      Trustor shall use all reasonable efforts to enforce
the obligations of the lessor under the Charleston Heights Lease in a
commercially reasonable manner.

                  (h)      The lien of this Deed of Trust shall attach to all of
Trustor's rights and remedies at any time arising under or pursuant to section
365(h) of the Bankruptcy Law, including, without limitation, all of Trustor's
rights to remain in possession of the Leased Premises. Trustor shall not elect
to treat the Charleston Heights Lease as terminated under section 365(h)(1) of
the Bankruptcy Law, and any such election shall be void.

                           (i)      If pursuant to section 365(h)(2) of the
Bankruptcy Law, Trustor shall seek to offset against the rent reserved in the
Charleston Heights Lease the amount of any damages caused by the nonperformance
by the lessor or any other party of any of their respective obligations
thereunder after the rejection by the lessor or such other party of the
Charleston Heights Lease under the Bankruptcy Law, then Trustor shall, prior to
effecting such offset, notify Beneficiary of its intent to do so, setting forth
the amount proposed to be so offset and the basis therefor. Beneficiary shall
have the right to object to all or any part of such offset that, in the
reasonable judgment of Beneficiary, would constitute a breach of the Charleston
Heights Lease, and in the event of such objection, Trustor shall not effect any
offset of the amounts found objectionable by Beneficiary. Neither Beneficiary's
failure to object as aforesaid nor any objection relating to such offset shall
constitute an approval of any such offset by Beneficiary.



                                       23
<PAGE>
                           (ii)     If any action, proceeding, motion or notice
shall be commenced or filed in respect of the lessor under the Charleston
Heights Lease or any other party or in respect of the Charleston Heights Lease
in connection with any case under the Bankruptcy Law, then Beneficiary shall
have the option to intervene in any such litigation with counsel of
Beneficiary's choice. Beneficiary may proceed in its own name in connection with
any such litigation, and Trustor agrees to execute any and all powers,
authorizations, consents or other documents reasonably required by Beneficiary
in connection therewith.

                           (iii)    Trustor shall, after obtaining knowledge
thereof, promptly notify Beneficiary of any filing by or against the lessor or
any other party with an interest in the Leased Premises of a petition under the
Bankruptcy Law. Trustor shall promptly deliver to Beneficiary, following
receipt, copies of any and all notices, summonses, pleadings, applications and
other documents received by Trustor in connection with any such petition and any
proceedings relating thereto.

                           (iv)     If there shall be filed by or against
Trustor a petition under the Bankruptcy Law, and Trustor, as lessee under the
Charleston Heights Lease, shall determine to reject the Charleston Heights Lease
pursuant to section 365(a) of the Bankruptcy Law, then Trustor shall give
Beneficiary a notice of the date on which Trustor shall apply to the bankruptcy
court for authority to reject the Charleston Heights Lease (such notice to be no
later than twenty (20) days prior to such date). Beneficiary shall have the
right, but not the obligation, to serve upon Trustor at any time prior to the
date on which Trustor shall so apply to the bankruptcy court a notice stating
that Beneficiary demands that Trustor assume and assign the Charleston Heights
Lease to Beneficiary pursuant to section 365 of the Bankruptcy Law. If
Beneficiary shall serve upon Trustor the notice described in the preceding
sentence, to the extent permitted by law Trustor shall not seek to reject the
Charleston Heights Lease and shall comply with the demand provided for in the
preceding sentence. In addition, effective upon the entry of an order for relief
with respect to Trustor under the Bankruptcy Law, Trustor hereby assigns and
transfers to Beneficiary a non-exclusive right to apply to the bankruptcy court
under section 365(d)(4) of the Bankruptcy Law for an order extending the period
during which the Charleston Heights Lease may be rejected or assumed; and shall
(a) promptly notify Beneficiary of any default by Trustor in the performance or
observance of any of the terms, covenants or conditions on the part of Trustor
to be performed or observed under the Charleston Heights Lease and of the giving
of any written notice by the lessor thereunder to Trustor of any such default,
and (b) promptly cause a copy of each written notice given to Trustor by the
lessor under the Charleston Heights Lease to be delivered to Beneficiary.
Beneficiary may rely on any notice received by it from any such lessor of any
default by Trustor under the Charleston Heights Lease and may take such action
as may be permitted by law to cure such default even though the existence of
such default or the nature thereof shall be questioned or denied by Trustor or
by any Person on its behalf.

                  (i)      Beneficiary shall have the right upon notice to
Trustor to participate in the adjustment and settlement of any insurance
proceeds and in the determination of any condemnation award under the Charleston
Heights Lease to the extent and in the manner provided in the Charleston Heights
Lease.



                                       24
<PAGE>
         3.23     REJECTION OF CHARLESTON HEIGHTS LEASE.

         To the extent applicable, if the lessor under the Charleston Heights
Lease rejects or disaffirms the Charleston Heights Lease or purports or seeks to
disaffirm the Charleston Heights Lease pursuant to any Bankruptcy Law, then:

                  (a)      To the extent permitted by law, Trustor shall remain
in possession of the Leased Premises demised under the Charleston Heights Lease
and shall perform all acts reasonably necessary for Trustor to remain in such
possession for the unexpired term of such Charleston Heights Lease (including
all renewals), whether the then existing terms and provisions of the Charleston
Heights Lease requires such acts or otherwise; and

                  (b)      All the terms and provisions of this Deed of Trust
and the Lien created by this Deed of Trust shall remain in full force and effect
and shall extend automatically to all of Trustor's rights and remedies arising
at any time under, or pursuant to, Section 365(h) of the Bankruptcy Code,
including all of Trustor's rights to remain in possession of the Leased
Premises.

                                   ARTICLE IV.
                         FINANCING AGREEMENT PROVISIONS

         4.1      INTERACTION WITH FINANCING AGREEMENTS.

                  (a)      All terms, covenants, conditions, provisions and
requirements of the Indenture are incorporated by reference in this Deed of
Trust.

                  (b)      In the event of any conflict or inconsistency between
the provisions of this Deed of Trust and those of the Indenture, the provisions
of the Indenture shall govern.

         4.2      OTHER COLLATERAL. This Deed of Trust is one of a number of
security agreements, including without limitation, the Collateral Documents,
delivered by or on behalf of Trustor and other Persons pursuant to the Indenture
Documents and securing the Obligations. All potential junior Lien claimants are
placed on notice that, under any of the Indenture Documents (including any
separate future unrecorded agreement between Trustor and Beneficiary), other
collateral for the Obligations (i.e., collateral other than the Trust Estate)
may, under certain circumstances, be released without a corresponding reduction
in the total principal amount secured by this Deed of Trust. Such a release
would decrease the amount of collateral securing the same indebtedness, thereby
increasing the burden on the remaining Trust Estate created and continued by
this Deed of Trust. No such release shall impair the priority of the Lien of
this Deed of Trust. By accepting its interest in the Trust Estate, each and
every junior Lien claimant shall be deemed to have acknowledged the possibility
of, and consented to, any such release. Nothing in this Section 4.2 shall impose
any obligation upon Beneficiary.



                                       25
<PAGE>
                                   ARTICLE V.
                                    DEFAULTS

         5.1      EVENT OF DEFAULT. The term "EVENT OF DEFAULT," wherever
used in this Deed of Trust, shall mean (a) one or more of "Events of Default" as
such term is defined in the Indenture or any other Indenture Document by Trustor
or any of its Affiliates, or (b) if any "borrower" (as that term is defined in
NRS 106.310) who may send a notice pursuant to NRS 106.3 80(1), (i) delivers,
sends by mail or otherwise gives, or purports to deliver, send by mail or
otherwise give, to Beneficiary under this Deed of Trust (A) any notice of an
election to terminate the operation of this Deed of Trust as security for any
secured obligation, including, without limitation, any obligation to repay any
"future advance" (as defined in NRS 106.320) of "principal" (as defined in NRS
106.345), or (B) any other notice pursuant to NRS 106.380(1), (ii) records a
statement pursuant to NRS 106.380(3), or (iii) causes this Deed of Trust, any
secured obligation, or any Secured Party to be subject to NRS 106.380(2),
106.380(3) or 106.400.

                                   ARTICLE VI.
                                    REMEDIES

         6.1      ACCELERATION OF MATURITY. If an Event of Default occurs,
Beneficiary may (except that such acceleration shall be automatic if the Event
of Default is caused by the Bankruptcy of either of the Issuers or Trustor), in
accordance with the Indenture Documents, declare the Obligations to be due and
payable immediately, and upon such declaration such principal and interest and
other sums shall immediately become due and payable without demand, presentment,
notice or other requirements of any kind (all of which Trustor waives)
notwithstanding anything in this Deed of Trust, any Indenture Document or Legal
Requirements to the contrary.

         6.2      PROTECTIVE ADVANCES. If either of the Issuers or Trustor
fails to make any payment or perform any other obligation under the Notes, the
Indenture, or any other Indenture Document, then without thereby limiting
Beneficiary's other rights or remedies, waiving or releasing any of the
Obligations, or imposing any obligation on Beneficiary, Beneficiary may either
advance any amount owing or perform any or all actions that Beneficiary
considers necessary or appropriate to cure such default. All such advances shall
constitute "PROTECTIVE ADVANCES" and shall bear interest thereon at the interest
rate applicable to overdue principal set forth in the Indenture from the date
incurred until paid by the Issuers or Trustor. No sums advanced or performance
rendered by Beneficiary shall cure, or be deemed a waiver of any Event of
Default.

         6.3      INSTITUTION OF EQUITY PROCEEDINGS. If an Event of Default
occurs, Beneficiary may institute an action, suit or proceeding in equity for
specific performance of this Deed of Trust or any other Indenture Document, all
of which shall be specifically enforceable by injunction or other equitable
remedy Trustor waives any defense based on laches or any applicable statute of
limitations.



                                       26
<PAGE>
         6.4      BENEFICIARY'S POWER OF ENFORCEMENT.

                  (a)      If an Event of Default occurs, Beneficiary shall be
entitled, at its option and in its sole and absolute discretion, to prepare and
record on its own behalf, or to deliver to Trustee for recording, if
appropriate, written declaration of default and demand for sale and written
"Notice of Breach and Election to Sell" (NRS 107.080(3)) (or other statutory
notice) to cause the Trust Estate to be sold to satisfy the Obligations, and in
the case of delivery to Trustee, Trustee shall cause said notice to be filed for
record.

                  (b)      After the lapse of such time as may then be required
by law following the recordation of said Notice of Breach and Election to Sell,
and notice of sale having been given as then required by law, including
compliance with any applicable Gaming Laws, Trustee without demand on Trustor,
shall sell the Trust Estate or any portion thereof at the time and place fixed
by it in said notice, either as a whole or in separate parcels, and in such
order as it may determine, at public auction to the highest bidder, of cash in
lawful money of the United States payable at the time of sale. Trustee may, for
any cause it deems expedient, postpone the sale of all or any portion of said
property until it shall be completed and, in every case, notice of postponement
shall be given by public announcement thereof at the time and place last
appointed for the sale and from time to time thereafter Trustee may postpone
such sale by public announcement at the time fixed by the preceding
postponement. Trustee shall execute and deliver to the purchaser its deed, bill
of sale, or other instrument conveying said property so sold, but without any
covenant or warranty, express or implied. The recitals in such instrument of
conveyance of any matters or facts shall be conclusive proof of the truthfulness
thereof. Any Person, including Beneficiary or any Secured Party, may bid at the
sale.

                  (c)      After deducting all costs, fees and expenses of
Trustee and of this Deed of Trust, including, without limitation, costs of
evidence of title and reasonable attorneys' fees and other legal expenses of
Trustee or Beneficiary in connection with a sale, Trustee shall apply the
proceeds of such sale in accordance with the Indenture.

                  (d)      Subject to compliance with applicable Gaming Laws and
other Legal Requirements, if any Event of Default occurs, Beneficiary may,
either with or without entry or taking possession of the Trust Estate, and
without regard to whether or not the Obligations shall be due and without
prejudice to the right of Beneficiary thereafter to bring an action or
proceeding to foreclose or any other action for any default existing at the time
such earlier action was commenced, proceed by any appropriate action or
proceeding: (i) to enforce payment of the Obligations, to the extent permitted
by law, or the performance of any term hereof or any other right; (ii) to
foreclose this Deed of Trust in any manner provided by law for the foreclosure
of mortgages or deeds of trust on real property and to sell, as an entirety or
in separate lots or parcels, the Trust Estate or any portion thereof pursuant to
the laws of the State of Nevada or under the judgment or decree of a court or
courts of competent jurisdiction, and Beneficiary shall be entitled to recover
in any such proceeding all costs and expenses incident thereto, including
reasonable attorneys' fees in such amount as shall be awarded by the court;
(iii) to exercise any or all of the rights and remedies available to it under
the Indenture Documents; and (iv) to pursue any other remedy available to it.
Beneficiary shall take action either by such proceedings or by



                                       27
<PAGE>
the exercise of its powers with respect to entry or taking possession, or both,
as Beneficiary may determine.

                  (e)      The remedies described in this Section 6.4 may be
exercised with respect to all or any portion of the Personal Property, either
simultaneously with the sale of any real property encumbered hereby or
independent thereof. Beneficiary shall at any time be permitted to proceed with
respect to all or any portion of the Personal Property in any manner permitted
by the UCC. Trustor agrees that Beneficiary's inclusion of all or any portion of
the Personal Property (and all personal property that is subject to a security
interest in favor, or for the benefit, of Beneficiary) in a sale or other remedy
exercised with respect to the real property encumbered hereby, as permitted by
the UCC, is a commercially reasonable disposition of such property.

         6.5      BENEFICIARY'S RIGHT TO ENTER AND TAKE POSSESSION, OPERATE
AND APPLY INCOME.

                  (a)      Subject to compliance with Gaming Laws and other
Legal Requirements, if an Event of Default occurs, (i) Trustor, upon demand of
Beneficiary, shall forthwith surrender to Beneficiary the actual possession and,
if and to the extent permitted by law, Beneficiary itself, or by such officers
or agents as it may appoint, may enter and take possession of all the Trust
Estate including the Personal Property, without liability for trespass, damages
or otherwise, and may exclude Trustor and its agents and employees wholly
therefrom and may have joint access with Trustor to the books, papers and
accounts of Trustor; and (ii) Trustor shall pay monthly in advance to
Beneficiary on Beneficiary's entry into possession, or to any receiver appointed
to collect the Rents, all Rents then due and payable.

                  (b)      If Trustor shall for any reason fail to surrender or
deliver the Trust Estate, the Personal Property or any part thereof after
Beneficiary's demand, Beneficiary may obtain a judgment or decree conferring on
Beneficiary or Trustee the right to immediate possession or requiring Trustor to
deliver immediate possession of all or part of such property to Beneficiary or
Trustee and Trustor hereby specifically consents to the entry of such judgment
or decree. Trustor shall pay to Beneficiary or Trustee, upon demand, all
reasonable costs and expenses of obtaining such judgment or decree and
reasonable compensation to Beneficiary or Trustee, their attorneys and agents,
and all such costs, expenses and compensation shall, until paid, be secured by
the Lien of this Deed of Trust.

                  (c)      Subject to compliance with Gaming Laws and other
Legal Requirements, upon every such entering upon or taking of possession,
Beneficiary or Trustee may hold, store, use, operate, manage and control the
Trust Estate and conduct the business thereof, and, from time to time in its
sole and absolute discretion and without being under any duty to so act:

                           (i)      make all necessary and proper maintenance,
repairs, renewals, replacements, additions, betterments and improvements thereto
and thereon and purchase or otherwise acquire additional fixtures, personalty
and other property;

                           (ii)     insure or keep the Trust Estate insured;



                                       28
<PAGE>
                           (iii)    manage and operate the Trust Estate and
exercise all the rights and powers of Trustor in its name or otherwise with
respect to the same;

                           (iv)     enter into agreements with others to
exercise the powers herein granted Beneficiary or Trustee, all as Beneficiary or
Trustee from time to time may determine; and, subject to the absolute assignment
of the Space Leases and Rents to Beneficiary, Beneficiary or Trustee may collect
and receive all Rents, including those past due as well as those accruing
thereafter; and shall apply the monies so received by Beneficiary or Trustee in
such priority as Beneficiary may determine to (A) the payment of interest and
principal due and payable on the Notes, the Indenture and any other Indenture
Document, (B) the deposits for taxes and assessments and insurance premiums due,
(C) the cost of insurance, taxes, assessments and other proper charges upon the
Trust Estate or any part thereof; (D) the compensation, expenses and
disbursements of the agents, attorneys and other representatives of Beneficiary
or Trustee; and (E) any other charges or costs required to be paid by Trustor
under the terms hereof; and

                           (v)      rent or sublet the Trust Estate or any
portion thereof for any purpose permitted by this Deed of Trust.

         Beneficiary or Trustee shall surrender possession of the Trust Estate
and the Personal Property to Trustor only when all that is due upon such
interest and principal, tax and insurance deposits, and all amounts under any of
the terms of this Deed of Trust and the other Indenture Documents, shall have
been paid and all defaults made good. The same right of taking possession,
however, shall exist if any subsequent Event of Default shall occur and be
continuing.

         6.6      LEASES. Beneficiary is authorized to foreclose this Deed
of Trust subject to the rights of any tenants of the Trust Estate, and the
failure to make any such tenants parties defendant to any such foreclosure
proceedings and to foreclose their rights shall not be, nor be asserted by
Trustor to be, a defense to any proceedings instituted by Beneficiary to collect
the sums secured hereby or to collect any deficiency remaining unpaid after the
foreclosure sale of the Trust Estate, or any portion thereof. Unless otherwise
agreed by Beneficiary in writing, all Space Leases executed subsequent to the
date hereof, or any part thereof, shall be subordinate and inferior to the Lien
of this Deed of Trust (subject to the provisions of Section 4.21(c) of the
Indenture).

         6.7      PURCHASE BY BENEFICIARY AND SECURED PARTIES. Upon any
foreclosure sale (whether judicial or nonjudicial), Beneficiary and the Secured
Parties may bid for and purchase the property subject to such sale and, upon
compliance with the terms of sale, may hold, retain and possess and dispose of
such property in their own absolute right without further accountability.

         6.8      WAIVER OF APPRAISEMENT, VALUATION, STAY, EXTENSION AND
REDEMPTION LAWS. Trustor agrees to the full extent permitted by law that if an
Event of Default occurs, neither Trustor nor anyone claiming through or under it
shall or will set up, claim or seek to take advantage of any appraisement,
valuation, stay, extension or redemption laws now or hereafter in


                                       29
<PAGE>
force, in order to prevent or hinder the enforcement or foreclosure of this Deed
of Trust or the absolute sale of the Trust Estate or any portion thereof or the
final and absolute putting into possession thereof, immediately after such sale,
of the purchasers thereof, and Trustor for itself and all who may at any time
claim through or under it, hereby waives, to the full extent that it may
lawfully so do, the benefit of all such laws, and any and all right to have the
assets comprising the Trust Estate marshalled upon any foreclosure of the Lien
hereof and agrees that Trustee or any court having jurisdiction to foreclose
such Lien may sell the Trust Estate in part or as an entirety.

         6.9      RECEIVER. If an Event of Default occurs, Beneficiary, to
the extent permitted by law and subject to compliance with all Gaming Laws and
Legal Requirements, and without regard to the value, adequacy or occupancy of
the security for the Obligations secured hereby, shall be entitled as a matter
of right if it so elects to the appointment of a receiver to enter upon and take
possession of the Trust Estate and to collect all Rents and apply the same as
the court may direct, and such receiver may be appointed by any court of
competent jurisdiction upon application by Beneficiary. Beneficiary may have a
receiver appointed without notice to Trustor or any third party, and Beneficiary
may waive any requirement that the receiver post a bond. Beneficiary shall have
the power to designate and select the Person who shall serve as the receiver and
to negotiate all terms and conditions under which such receiver shall serve. Any
receiver appointed on Beneficiary's behalf may be an Affiliate of Beneficiary.
The expenses, including receiver's fees, attorneys' fees, costs and agent's
compensation, incurred pursuant to the powers herein contained shall be secured
by this Deed of Trust. The right to enter and take possession of and to manage
and operate the Trust Estate and to collect all Rents, whether by a receiver or
otherwise, shall be cumulative to any other right or remedy available to
Beneficiary under this Deed of Trust or any other Indenture Document or
otherwise available to Beneficiary and may be exercised concurrently therewith
or independently thereof. Beneficiary shall be liable to account only for such
Rents (including, without limitation, security deposits) actually received by
Beneficiary, whether received pursuant to this Section 6.9 or any other
provision hereof. Notwithstanding the appointment of any receiver or other
custodian, Beneficiary shall be entitled as pledgee to the possession and
control of any cash, deposits, or instruments at the time held by, or payable or
deliverable under this Deed of Trust to, Beneficiary.

         6.10     SUITS TO PROTECT THE TRUST ESTATE. Beneficiary shall have
the power and authority to institute and maintain any suits and proceedings as
Beneficiary, in its sole and absolute discretion, may deem advisable (a) to
prevent any impairment of the Trust Estate by any acts that may be unlawful or
in violation of this Deed of Trust, (b) to preserve or protect its interest in
the Trust Estate, or (c) to restrain the enforcement of or compliance with any
legislation or other Legal Requirement that may be unconstitutional or otherwise
invalid, if the enforcement of or compliance with such enactment, rule or order
might impair the security hereunder or be prejudicial to Beneficiary's interest.

         6.11     PROOFS OF CLAIM. In the case of any receivership,
Insolvency, Bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings affecting Trustor, or, to the extent the same would
result in an Event of Default hereunder, any Subsidiary, or any guarantor,
co-maker or endorser of any of Trustor's obligations, its creditors or its
property, Beneficiary, to the extent permitted by law, shall be entitled to file
such proofs of claim or other documents as it may deem to be necessary or
advisable in order to have its claims



                                       30
<PAGE>
allowed in such proceedings for the entire amount due and payable by Trustor
under this Deed of Trust and the other Indenture Documents, at the date of the
institution of such proceedings, and for any additional amounts that may become
due and payable by Trustor after such date.

         6.12     TRUSTOR TO PAY THE OBLIGATIONS ON ANY DEFAULT IN PAYMENT;
APPLICATION OF MONIES BY BENEFICIARY.

                  (a)      In case of a foreclosure sale of all or any part of
the Trust Estate and of the application of the proceeds of sale to the payment
of the Obligations, Beneficiary shall be entitled to enforce payment from
Trustor of any additional amounts then remaining due and unpaid with respect to
the Obligations and to recover judgment against Trustor for any portion thereof
remaining unpaid, with interest at the rate applicable to overdue principal as
set forth in the Indenture.

                  (b)      Trustor hereby agrees to the extent permitted by law,
that no recovery of any judgment by Beneficiary or other action by Beneficiary
and no attachment or levy of any execution upon any property of Trustor by
Beneficiary (other than a foreclosure of the entire Trust Estate hereunder)
shall in any way affect the Lien of this Deed of Trust upon the Trust Estate or
any part thereof or any Lien, rights, powers or remedies of Beneficiary
hereunder, but such Lien, rights, powers and remedies shall continue unimpaired
as before.

                  (c)      Any monies collected or received by Beneficiary under
this Section 6.12 shall be applied in accordance with the Indenture.

                  (d)      The provisions of this Section 6.12 shall not be
deemed to limit or otherwise modify the provisions of any guaranty of the
indebtedness evidenced by the Indenture Documents.

         6.13     DELAY OR OMISSION; NO WAIVER. No delay or omission of
Beneficiary or any Secured Party to exercise any right, power or remedy upon any
Event of Default shall exhaust or impair any such right, power or remedy or
shall be construed to waive any such Event of Default or to constitute
acquiescence therein. Every right, power and remedy given to Beneficiary whether
contained herein or in any other Indenture Document or otherwise available to
Beneficiary may be exercised from time to time and as often as may be deemed
expedient by Beneficiary.

         6.14     NO WAIVER OF ONE DEFAULT TO AFFECT ANOTHER. No waiver of
any Event of Default hereunder shall extend to or affect any subsequent or any
other Event of Default then existing, or impair any rights, powers or remedies
consequent thereon. If Beneficiary (a) grants forbearance or an extension of
time for the payment of any of the Obligations; (b) takes other or additional
security for the payment thereof; (c) waives or does not exercise any right
granted in this Deed of Trust or any other Indenture Document; (d) releases any
part of the Trust Estate from the Lien of this Deed of Trust or any other
instrument securing the Obligations; (e) consents to the filing of any map, plat
or replat of the Site to the extent such consent is required); (f) consents to
the granting of any easement on the Site (to the extent such consent is
required); or (g) makes or consents to any agreement changing the terms of this
Deed of Trust or any other Indenture Document subordinating the Lien hereof, no
such act or omission shall



                                       31
<PAGE>
release, discharge, modify, change or affect the original liability of Trustor
under any Indenture Document or otherwise, or any subsequent purchaser of the
Trust Estate or any part thereof or any maker, co-signer, surety or guarantor.
No such act or omission shall preclude Beneficiary from exercising any right,
power or privilege herein granted or intended to be granted in case of any Event
of Default then existing or of any subsequent Event of Default, nor, except as
otherwise expressly provided in an instrument or instruments executed by
Beneficiary, shall the Lien of this Deed of Trust be altered thereby, except to
the extent expressly provided in any releases, maps, easements or subordinations
described in clause (d), (e), (f) or (g) of this Section 6.14. In the event of
the sale or transfer by operation of law or otherwise of all or any part of the
Trust Estate, Beneficiary, without notice to any Person, is hereby authorized
and empowered to deal with any such vendee or transferee with reference to the
Trust Estate or the Obligations, or with reference to any of the terms or
conditions hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any of
the liabilities or undertakings hereunder, or waiving its right to declare such
sale or transfer an Event of Default as provided herein. Notwithstanding
anything to the contrary contained in this Deed of Trust or any other Indenture
Document, (i) in the case of any non-monetary Event of Default, Beneficiary may
continue to accept payments secured hereunder without thereby waiving the
existence of such or any other Event of Default and (ii) in the case of any
monetary Event of Default, Beneficiary may accept partial payments of any sums
secured hereunder without thereby waiving the existence of such Event of Default
if the partial payment is not sufficient to completely cure such Event of
Default.

         6.15     DISCONTINUANCE OF PROCEEDINGS; POSITION OF PARTIES
RESTORED. If Beneficiary shall have proceeded to enforce any right or remedy
under this Deed of Trust by foreclosure, entry of judgment or otherwise and such
proceedings shall have been discontinued or abandoned for any reason, or such
proceedings shall have resulted in a final determination adverse to Beneficiary,
then and in every such case Trustor and Beneficiary shall be restored to their
former positions and rights hereunder, and all rights, powers and remedies of
Beneficiary shall continue as if no such proceedings had occurred or had been
taken.

         6.16     REMEDIES CUMULATIVE. No right, power or remedy, including
without limitation remedies with respect to any security for the Obligations,
conferred upon or reserved to Beneficiary by this Deed of Trust or any other
Indenture Document is exclusive of any other right, power or remedy, but each
and every such right, power and remedy shall be cumulative and concurrent and
shall be in addition to any other right, power and remedy given hereunder or
under any other Indenture Document, now or hereafter existing at law, in equity
or by statute, and Beneficiary shall be entitled to resort to such rights,
powers, remedies or security as Beneficiary shall in its sole and absolute
discretion deem advisable.

         6.17     INTEREST AFTER EVENT OF DEFAULT. If an Event of Default
shall have occurred and is continuing, all sums outstanding and unpaid under the
Obligations shall, at Beneficiary's option, bear interest at the rate applicable
to overdue principal set forth in the Indenture, until such Event of Default has
been cured. Trustor's obligation to pay such interest shall be secured by this
Deed of Trust.



                                       32
<PAGE>
         6.18     FORECLOSURE; EXPENSES OF LITIGATION. If Trustee
forecloses, reasonable attorneys' fees for services in the supervision of said
foreclosure proceeding shall be allowed to Trustee and Beneficiary as part of
the foreclosure costs. In the event of foreclosure of the Lien of this Deed of
Trust, there shall be allowed and included as additional indebtedness all
reasonable expenditures and expenses that may be paid or incurred by or on
behalf of Beneficiary for attorneys' fees, appraiser's fees, outlays for
documentary and expert evidence, stenographers' charges, publication costs, and
costs (which may be estimated as to items to be expended after foreclosure sale
or entry of the decree) of procuring all such abstracts of title, title searches
and examinations, title insurance policies and guarantees, and similar data and
assurances with respect to title as Beneficiary may deem reasonably advisable
either to prosecute such suit or to evidence to a bidder at any sale that may be
had pursuant to such decree the true condition of the title to or the value of
the Trust Estate or any portion thereof. All expenditures and expenses of the
nature in this Section 6.18 mentioned, and such expenses and fees as may be
incurred in the protection of the Trust Estate and the maintenance of the Lien
of this Deed of Trust, including the fees of any attorney employed by
Beneficiary in any litigation or proceeding affecting this Deed of Trust, any
other Indenture Document, the Trust Estate or any portion thereof, including,
without limitation, civil, probate, appellate and Bankruptcy proceedings, or in
preparation for the commencement or defense of any proceeding or threatened suit
or proceeding, shall be immediately due and payable by Trustor, with interest
thereon at the rate applicable to overdue principal set forth in the Indenture
and shall be secured by this Deed of Trust. Trustee waives its right to any
statutory fee in connection with any judicial or nonjudicial foreclosure of the
Lien hereof and agrees to accept a reasonable fee for such services.

         6.19     DEFICIENCY JUDGMENTS. If after foreclosure of this Deed
of Trust or Trustee's sale hereunder, there shall remain any deficiency with
respect to any of the Obligations, and Beneficiary shall institute any
proceedings to recover such deficiency or deficiencies, all such amounts shall
continue to bear interest at the rate applicable to overdue principal set forth
in the Indenture. Trustor waives any defense to Beneficiary's recovery against
Trustor of any deficiency after any foreclosure sale of the Trust Estate.
Trustor expressly waives any defense or benefits that may be derived from any
statute granting Trustor any defense to any such recovery by Beneficiary. In
addition, Beneficiary and Trustee shall be entitled to recovery of all of their
reasonable costs and expenditures (including without limitation any court
imposed costs) in connection with such proceedings, including their reasonable
attorneys' fees, appraisal fees and the other costs, fees and expenditures
referred to in Section 6.18. This provision shall survive any foreclosure or
sale of the Trust Estate, any portion thereof and/or the extinguishment of the
Lien hereof.

         6.20     WAIVER OF JURY TRIAL. BENEFICIARY AND TRUSTOR EACH WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THE
OBLIGATIONS. ANY SUCH DISPUTES SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A
JURY.

         6.21     EXCULPATION OF BENEFICIARY. The acceptance by Beneficiary
of the assignment contained herein with all of the rights, powers, privileges
and authority created hereby shall not,



                                       33
<PAGE>
prior to entry upon and taking possession of the Trust Estate by Beneficiary, be
deemed or construed to make Beneficiary a "mortgagee in possession"; nor
thereafter or at any time or in any event obligate Beneficiary to appear in or
defend any action or proceeding relating to the Space Leases, the Rents or the
Trust Estate, or to take any action hereunder or to expend any money or incur
any expenses or perform or discharge any obligation, duty or liability under any
Space Lease or to assume any obligation or responsibility for any security
deposits or other deposits except to the extent such deposits are actually
received by Beneficiary, nor shall Beneficiary, prior to such entry and taking,
be liable in any way for any injury or damage to person or property sustained by
any Person in or about the Trust Estate.

                                  ARTICLE VII.
                     RIGHTS AND RESPONSIBILITIES OF TRUSTEE;
                      OTHER PROVISIONS RELATING TO TRUSTEE

         Notwithstanding anything to the contrary in this Deed of Trust, Trustor
and Beneficiary agree as follows:

         7.1      EXERCISE OF REMEDIES BY TRUSTEE. To the extent that this
Deed of Trust or applicable law, including all Gaming Laws, authorizes or
empowers, or does not require approval for, Beneficiary to exercise any remedies
set forth in Article VI hereof or otherwise, or perform any acts in connection
therewith, Trustee (but not to the exclusion of Beneficiary unless so required
under the law of the State of Nevada) shall have the power to exercise any or
all such remedies, and to perform any acts provided for in this Deed of Trust in
connection therewith, all for the benefit of Beneficiary and on Beneficiary's
behalf in accordance with applicable law. In connection therewith, Trustee: (a)
shall not exercise, or waive the exercise of, any of Beneficiary's remedies
(other than any rights of Trustee to any indemnity or reimbursement), except at
Beneficiary's request, and (b) shall exercise, or waive the exercise of, any or
all of Beneficiary's remedies at Beneficiary's request, and in accordance with
Beneficiary's directions as to the manner of such exercise or waiver. Trustee
may, however, decline to follow Beneficiary's request or direction if Trustee
shall be advised by counsel that the action or proceeding, or manner thereof, so
directed may not lawfully be taken or waived.

         7.2      RIGHTS AND PRIVILEGES OF TRUSTEE. To the extent that this
Deed of Trust requires Trustor to indemnify Beneficiary or reimburse Beneficiary
for any expenditures Beneficiary may incur, Trustee shall be entitled to the
same indemnity and the same rights to reimbursement of expenses as Beneficiary,
subject to such limitations and conditions as would apply in the case of
Beneficiary. To the extent that this Deed of Trust negates or limits
Beneficiary's liability as to any matter, Trustee shall be entitled to the same
negation or limitation of liability. To the extent that Trustor, pursuant to
this Deed of Trust, appoints Beneficiary as Trustor's attorney-in-fact for any
purpose, Beneficiary or (when so instructed by Beneficiary) Trustee shall be
entitled to act on Trustor's behalf without joinder or confirmation by the
other.

         7.3      RESIGNATION OR REPLACEMENT OF TRUSTEE. Trustee may resign
by an instrument in writing addressed to Beneficiary, and Trustee may be removed
at any time with or without cause (i.e., in Beneficiary's sole and absolute
discretion) by an instrument in writing executed by Beneficiary. In case of the
death, resignation, removal or disqualification of Trustee or if for any



                                       34
<PAGE>
reason Beneficiary shall deem it desirable to appoint a substitute, successor or
replacement Trustee to act instead of Trustee originally named (or in place of
any substitute, successor or replacement Trustee), then Beneficiary shall have
the right and is hereby authorized and empowered to appoint a successor,
substitute or replacement Trustee, without any formality other than appointment
and designation in writing executed by Beneficiary, which instrument shall be
recorded in the Office of the Recorder of Clark County, Nevada. The law of the
State of Nevada (including, without limitation, the Gaming Laws) shall govern
the qualifications of any Trustee. The authority conferred upon Trustee by this
Deed of Trust shall automatically extend to any and all other successor,
substitute and replacement Trustee(s) successively until the Obligations have
been paid in full or the Trust Estate has been sold hereunder or released in
accordance with the provisions of the Indenture Documents. Beneficiary's written
appointment and designation of any Trustee shall be full evidence of
Beneficiary's right and authority to make the same and of all facts therein
recited. No confirmation, authorization, approval or other action by Trustor
shall be required in connection with any resignation or other replacement of
Trustee.

         7.4      AUTHORITY OF BENEFICIARY. If Beneficiary is a banking
corporation, state banking corporation or a national banking association and the
instrument of appointment of any successor or replacement Trustee is executed on
Beneficiary's behalf by an officer of such corporation, state banking
corporation or national banking association, then such appointment shall be
conclusively presumed to be executed with authority and shall be valid and
sufficient without proof of any action by the board of directors or any superior
officer of Beneficiary.

         7.5      EFFECT OF APPOINTMENT OF SUCCESSOR TRUSTEE. Upon the
appointment and designation of any successor, substitute or replacement Trustee,
and subject to compliance with Gaming Laws and other Legal Requirements,
Trustee's entire estate and title in the Trust Estate shall vest in the
designated successor, substitute or replacement Trustee. Such successor,
substitute or replacement Trustee shall thereupon succeed to and shall hold,
possess and execute all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee. All references herein to Trustee shall be deemed
to refer to Trustee (including any successor or substitute appointed and
designated as herein provided) from time to time acting hereunder.

         7.6      CONFIRMATION OF TRANSFER AND SUCCESSION. Upon the written
request of Beneficiary or of any successor, substitute or replacement Trustee,
any former Trustee ceasing to act shall execute and deliver an instrument
transferring to such successor, substitute or replacement Trustee all of the
right, title, estate and interest in the Trust Estate of Trustee so ceasing to
act, together with all the rights, powers, privileges, immunities and duties
herein conferred upon Trustee, and shall duly assign, transfer and deliver all
properties and monies held by said Trustee hereunder to said successor,
substitute or replacement Trustee.

         7.7      EXCULPATION. Trustee shall not be liable for any error of
judgment or act done by Trustee in good faith, or otherwise be responsible or
accountable under any circumstances whatsoever, except for Trustee's gross
negligence, willful misconduct or knowing violation of law. Trustee shall have
the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by it hereunder, believed by
it in good faith to be genuine. All money received by Trustee shall, until used
or applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated in any



                                       35
<PAGE>
manner from any other money (except to the extent required by law). Trustee
shall be under no liability for interest on any money received by it hereunder.

         7.8      MULTIPLE TRUSTEES. If Beneficiary appoints multiple
trustees, then any Trustee, individually, may exercise all powers granted to
Trustee under this instrument, without the need for action by any other
Trustee(s).

                                  ARTICLE VIII.
                            MISCELLANEOUS PROVISIONS

         8.1      HEIRS, SUCCESSORS AND ASSIGNS INCLUDED IN PARTIES.
Whenever one of the parties hereto is named or referred to herein, the heirs,
successors and assigns of such party shall be included, all covenants and
agreements contained in this Deed of Trust, by or on behalf of Trustor or
Beneficiary shall bind and inure to the benefit of its heirs, successors and
assigns, whether so expressed or not.

         8.2      ADDRESSES FOR NOTICES, ETC. Any notice or communication by
Trustor, Trustee or Beneficiary to the others is duly given if in writing and
delivered in person or mailed by first class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing next
day delivery, to the others' address:

         Beneficiary:                    Wilmington Trust Company
                                         Rodney Square North
                                         1100 North Market Street
                                         Wilmington, DE 19890
                                         Attention: Michael G. Oller, Jr.
                                         Telephone: (302) 636-6410
                                         Facsimile: (302) 636-4140

         Trustor:                        Arizona Charlie's, LLC
                                         c/o Stratosphere Corporation
                                         2000 Las Vegas Boulevard South
                                         Las Vegas, Nevada 89121
                                         Attn.: Denise Barton
                                         Facsimile: (702) 383-4738

         with a copy to:                 Piper Rudnick LLP
                                         1251 Avenue of the Americas
                                         New York, New York 10020
                                         Attn: Steven L. Wasserman, Esq.
                                         Facsimile No.: (212) 884-8448



                                       36
<PAGE>
         Trustee:                        Lawyers Title of Nevada
                                         1210 S. Valley View Boulevard
                                         Las Vegas, Nevada 89102
                                         Attn.: Randy Martorano, Vice President
                                         Facsimile No.: (702) 731-5769

All notices and communications will be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery. If a notice or
communication is mailed in the manner provided herein within the time
prescribed, it is duly given, whether or not the addressee receives it.

         8.3      CHANGE OF NOTICE ADDRESS. Trustor, Trustee or Beneficiary,
by notice to the others may designate additional or different addresses for
subsequent notices or communications.

         8.4      HEADINGS. The headings of the articles, sections,
paragraphs and subdivisions of this Deed of Trust are for convenience of
reference only, are not to be considered a part hereof, and shall not limit or
expand or otherwise affect any of the terms hereof.

         8.5      INVALID PROVISIONS TO AFFECT NO OTHERS. In the event that
any of the covenants, agreements, terms or provisions contained herein shall be
invalid, illegal or unenforceable in any respect, the validity of the Lien
hereof and the remaining covenants, agreements, terms or provisions contained
herein or in the other Indenture Documents shall be in no way affected,
prejudiced or disturbed thereby. To the extent permitted by law, Trustor waives
any provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

         8.6      CHANGES AND PRIORITY OVER INTERVENING LIENS. Neither this
Deed of Trust nor any term hereof may be changed, waived, discharged or
terminated orally, or by any action or inaction, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. Any agreement hereafter made by Trustor and
Beneficiary relating to this Deed of Trust shall be superior to the rights of
the holder of any intervening Lien.

         8.7      ESTOPPEL CERTIFICATES. Within ten (10) Business Days after
Beneficiary's written request, Trustor shall from time to time execute a
certificate, in recordable form (an "ESTOPPEL CERTIFICATE"), stating, except to
the extent it would be inaccurate to so state: (a) the current amount of the
Obligations secured hereunder and all elements thereof, including principal,
interest, and all other elements; (b) that, to Trustor's knowledge, Trustor has
no defense, offset, claim, counterclaim, right of recoupment, deduction, or
reduction against any of the Obligations secured hereunder; (c) that neither
this Deed of Trust nor any other Indenture Document to which it is a party has
been amended, whether orally or in writing; (d) that, to Trustor's knowledge,
Trustor has no claims against Beneficiary of any kind; (e) that any power of
attorney granted to Beneficiary is in full force and effect; and (f) such other
matters relating to this Deed of Trust, or any other Indenture Document to which
if is a party and the relationship of Trustor



                                       37
<PAGE>
and Beneficiary as Beneficiary shall reasonably request. In addition, the
Estoppel Certificate shall set forth the reasons why it would be inaccurate to
make any of the foregoing assurances.

         8.8      WAIVER OF SETOFF AND COUNTERCLAIM. All of the Obligations
shall be payable without setoff, counterclaim or any deduction whatsoever.
Trustor hereby waives the right to assert a counterclaim (other than a
compulsory counterclaim) in any action or proceeding brought against it by
Beneficiary or any of the Secured Parties under any of the Indenture Documents,
or arising out of or in any way connected with this Deed of Trust or the other
Indenture Documents or the Obligations.

         8.9      GOVERNING LAW. The Indenture, the Notes, and certain of
the other Indenture Documents provide that they are governed by, and construed
and enforced in accordance with, the laws of the State of New York. This Deed of
Trust shall also be construed under and governed by the laws of the State of New
York; provided, however, that (a) the creation, perfection, priority or
enforcement of liens on the Trust Estate (other than any Personal Property)
shall be governed and construed and enforced in accordance with the internal
laws of the State of Nevada without giving effect to the conflicts of law rules
and principles of the State of Nevada, (b) for any Personal Property, the
perfection, effect of perfection or non-perfection and priority of the security
interest shall be subject to any mandatory choice of law rules in the UCC; (c)
Trustor agrees that to the extent deficiency judgments are available under the
laws of the State of Nevada after a foreclosure (judicial or nonjudicial) of the
Trust Estate, or any portion thereof, or any other realization thereon by
Beneficiary or any Secured Party under any of the Indenture Documents,
Beneficiary or such Secured Party shall have the right to seek such a deficiency
judgment against Trustor in the State of Nevada; and (d) Trustor agrees that if
Beneficiary or any Secured Party under any of the Indenture Documents obtains a
deficiency judgment in another state against Trustor, then Beneficiary or such
Secured Party, as the case may be, shall have the right to enforce such judgment
in the State of Nevada to the extent permitted under the laws of the State of
Nevada, as well as in other states.

         8.10     REQUIRED NOTICES. Trustor shall notify Beneficiary
promptly of the occurrence of any of the following and shall immediately provide
Beneficiary a copy of the notice or documents referred to: (a) receipt of notice
from any Governmental Authority relating to all or any material part of the
Trust Estate if such notice relates to a default or act, omission or
circumstance that would result in a default after notice or passage of time or
both; (b) receipt of any notice from any tenant leasing all or any material
portion of the Trust Estate if such notice relates to a default or act, omission
or circumstance that would result in a default after notice or passage of time
or both; (c) receipt of notice from the holder of any Permitted Lien relating to
a default or act, omission or circumstance that would result in a default after
notice or passage of time or both; (d) the commencement of any proceedings or
the entry of any judgment, decree or order materially affecting all or any
portion of the Trust Estate or that involve the potential liability of Trustor
or its Affiliates in an amount in excess of $5,000,000 (other than for personal
injury actions and related property damage suits that are covered by such
insurance); or (e) commencement of any judicial or administrative proceedings or
the entry of any judgment, decree or order by or against or otherwise affecting
Trustor or any Affiliate of Trustor, a material portion of the Trust Estate, or
material portion of the Personal Property, or any other action by any creditor
or lessor thereof as a result of any default under the terms of any lease.



                                       38
<PAGE>
         8.11     RECONVEYANCE. Upon written request of Trustor when the
Obligations have been satisfied in full, Beneficiary shall cause Trustee to
reconvey, without warranty, the property then held hereunder. The recitals in
such reconveyance of any matters or facts shall be conclusive proof of the
truthfulness thereof. The grantee in such reconveyance may be described as "the
person or persons legally entitled thereto."

         8.12     ATTORNEYS' FEES. Without limiting any other provision
contained herein, Trustor agrees to pay all reasonable costs of Beneficiary or
Trustee incurred in connection with the enforcement of this Deed of Trust or any
other Indenture Document to which it is a party, including without limitation
all reasonable attorneys' fees whether or not suit is commenced, and including,
without limitation, fees incurred in connection with any probate, appellate,
Bankruptcy, deficiency or any other litigation proceedings, all of which sums
shall be secured hereby.

         8.13     LATE CHARGES. By accepting payment of any sum secured
hereby after its due date, Beneficiary does not waive its right to collect any
late charge thereon or interest thereon at the interest rate specified on the
Notes or as otherwise specified in the Indenture, if so provided, not then paid
or its right either to require prompt payment when due of all other sums so
secured or to declare default for failure to pay any amounts not so paid.

         8.14     COST OF ACCOUNTING. Trustor shall pay to Beneficiary the
reasonable costs for and on account of the preparation and rendition of any
accounting that Trustor may be entitled to require under any law or statute now
or hereafter providing therefor.

         8.15     RIGHT OF ENTRY. Subject to compliance with Gaming Laws,
Beneficiary may at any reasonable time or times and on reasonable prior written
notice to Trustor make or cause to be made entry upon and inspections of the
Trust Estate or any part thereof in person or by agent.

         8.16     CORRECTIONS. Trustor shall, upon request of Beneficiary
or Trustee, promptly correct any defect, error or omission that may be
discovered in the contents of this Deed of Trust (including, but not limited to,
in the exhibits and schedules attached hereto) or in the execution or
acknowledgement hereof, and shall execute, acknowledge and deliver such further
instruments and do such further acts as may be necessary or as may be reasonably
requested by Trustee to subject to the Lien hereby created any of Trustor's
properties, rights or interest covered or intended to be covered hereby, and to
perfect and maintain such Lien.

         8.17     STATUTE OF LIMITATIONS. To the fullest extent allowed by
the law, the right to plead, use or assert any statute of limitations as a plea
or defense or bar of any kind, or for any purpose, to any debt, demand or
obligation secured or to be secured hereby, or to any complaint or other
pleading or proceeding filed, instituted or maintained for the purpose of
enforcing this Deed of Trust or any rights hereunder, is hereby waived by
Trustor.

         8.18     SUBROGATION. Should the proceeds of any Note, or advance
made by Beneficiary or any Holder under the Indenture, repayment of which is
hereby secured, or any part thereof, or any amount paid out or advanced by
Beneficiary or any Secured Party, be used directly or indirectly to pay off,
discharge or satisfy, in whole or in part, by any prior or superior Lien (other
than Permitted Encumbrances) upon the Trust Estate, or any part thereof, then,
as additional



                                       39
<PAGE>
security hereunder, Trustee, on behalf of Beneficiary, shall be subrogated to
any and all rights, superior titles, Liens, and equities owned or claimed by any
owner or holder of said outstanding Liens, charges, and indebtedness, however
remote, regardless of whether said Liens, charges, and indebtedness are acquired
by assignment or have been released of record by the holder thereof upon
payment.

         8.19     CONTEXT. In this Deed of Trust, whenever the context so
requires, the neuter includes the masculine and feminine, and the singular
including the plural, and vice versa.

         8.20     TIME. Time is of the essence of each and every term,
covenant and condition hereof. Unless otherwise specified herein, any reference
to "days" in this Deed of Trust shall be deemed to mean "calendar days."

         8.21     INTERPRETATION. As used in this Deed of Trust unless the
context clearly requires otherwise: The terms "herein" or "hereunder" and
similar terms without reference to a particular section shall refer to the
entire Deed of Trust and not just to the section in which such terms appear; the
term "LIEN" when referring to the Lien of this Deed of Trust shall also mean a
security interest, and the term "security interest" shall also mean a Lien.

         8.22     EFFECT OF NRS 107.030. To the extent not inconsistent
herewith, the provisions of NRS 107.030 (1), (2) (in amounts hereinabove
provided for), (3), (4) (with interest at the default rate provided for under
the Indenture), (5), (6), (7) (reasonable), (8) and (9) are included herein by
reference and made part of this Deed of Trust.

         8.23     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 and only as permitted by both the provisions of the
Intercreditor Agreement and the Indenture.

         8.24     DEED OF TRUST. Beneficiary and Trustee acknowledge,
understand and agree that, to the extent the prior approval of the Nevada Gaming
Authorities is required pursuant to applicable law for the exercise, operation
and effectiveness of any remedy hereunder or under any other Indenture Document,
or the taking of any action that may be taken by Beneficiary or Trustee
hereunder or under any other Indenture Document, including without limitation
the taking of possession and disposition of collateral consisting of gaming
devises, cashless wagering systems and associated equipment (as those terms are
defined in Nevada Revised Statutes 463.0155, 463.0136 and 463.014), such remedy
or action shall be subject to such prior approval of the Nevada Gaming
Authorities and the Beneficiary or Trustee may be subject to being called
forward for licensing or a finding of suitability.

         8.25     BANK DEED OF TRUST. Notwithstanding anything to the contrary
in this Deed of Trust to the contrary, it is acknowledged that the Trustor has
entered into that certain Deed of Trust, Assignment of Rents and Leases,
Security Agreement and Fixture Filing of even date herewith in favor of Lawyers
Title of Nevada, as trustee, and Bear Stearns Corporate Lending Inc.
(the "ADMINISTRATIVE AGENT"), as Beneficiary (the "BANK DEED OF TRUST"). In
accordance with the Administrative Agent's senior lien with respect to the Trust



                                       40
<PAGE>
Estate, any provisions hereof shall be subject to the rights of the
Administrative Agent under the Bank Deed of Trust, as limited by the
Intercreditor Agreement.

                                   ARTICLE IX.
                                POWER OF ATTORNEY

         9.1      GRANT OF POWER. Subject to compliance with Gaming Laws and
other applicable Legal Requirements, Trustor irrevocably appoints Beneficiary
and any successor thereto as its attorney-in-fact, with full power and
authority, including the power of substitution, exercisable only during the
continuance of an Event of Default to act for Trustor in its name, place and
stead with respect to the Trust Estate.

                                   ARTICLE X.
                              GUARANTOR PROVISIONS

         10.1     ABSOLUTE AND UNCONDITIONAL OBLIGATIONS. All rights of
Beneficiary and all obligations of Trustor hereunder shall be absolute and
unconditional irrespective of (a) any lack of validity, legality or
enforceability of any Indenture Document, (b) the failure of any holder of any
of the Obligations to assert any claim or demand or to enforce any right or
remedy against the Issuers, Trustor or any other Person (including any other
guarantor of the Obligations) under the provisions of any Indenture Document or
otherwise or to exercise any right or remedy against any other guarantor of, or
collateral securing, any of the Obligations, (c) any change in the time, manner
or place of payment of, or in any other term of, all of the Obligations, or any
other extension or renewal of any Obligation, (d) any reduction, limitation,
impairment or termination of any of the Obligations for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to, and Trustor hereby waives any right to or claim of, any defense
or setoff, counterclaim, recoupment, or termination whatsoever by reason of the
invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Obligation,
(e) any amendment to, rescission, waiver, or other modification of, or any
consent to departure from, any of the terms of any Indenture Document, (f) any
sale, exchange, release or surrender of, realization upon or other manner or
order of dealing with any property by whomsoever pledged or mortgaged to secure
or howsoever securing the Obligations or any liabilities or obligations
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof and/or any offset there against, (g) the application of any
sums by whomsoever paid or howsoever realized to any obligations and liabilities
of the Issuers, Trustor or any other Person to the Holders under the Indenture
Documents in the manner provided therein regardless of what obligations and
liabilities remain unpaid, (h) any action or failure to act in any manner
referred to in this Deed of Trust that may deprive Trustor of its right to
subrogation against the Issuers or any other Person to recover full indemnity
for any payments or performances made pursuant to this Deed of Trust or of its
right of contribution against any other Person and (i) any other circumstance
that might otherwise constitute a defense available to, or a legal or equitable
discharge of, the Issuers, Trustor, any surety or any guarantor or any other
Person.

         10.2     WAIVER. Trustor hereby waives and relinquishes all rights
and remedies accorded by applicable law to sureties or guarantors and agrees not
to assert or take advantage of any such



                                       41
<PAGE>
rights or remedies, including (a) any right to require Beneficiary or any
Secured Party to proceed against the Issuers or any other Person or to proceed
against or exhaust any security held by Beneficiary or any Secured Party at any
time or to pursue any other remedy in Beneficiary's or any other Secured Party's
power before proceeding against Trustor, (b) any defense that may arise by
reason of the incapacity, lack of power or authority, death, dissolution,
merger, termination or disability of the Issuers or any other Person or the
failure of Beneficiary or any Secured Party to file or enforce a claim against
the estate (in administration, Bankruptcy or any other proceeding) of the
Issuers or any other Person, (c) demand, presentment, protest and notice of any
kind except as provided herein, including notice of the existence, creation or
incurring of any new or additional indebtedness or obligation or of any action
or non-action on the part of the Issuers, Beneficiary, any Secured Party, any
endorser or creditor of the Issuers, Trustor or on the part of any other Person
under this or any other instrument in connection with any obligation or evidence
of indebtedness held by Beneficiary or any Secured Party as collateral or in
connection with any Obligation, (d) any defense based upon an election of
remedies by Beneficiary or any Secured Party, including an election to proceed
by non-judicial rather than judicial foreclosure, which destroys or otherwise
impairs the subrogation rights of Trustor, the right of Trustor to proceed
against the Issuers or any other Person for reimbursement, or both, (e) any
defense based on any offset against any amounts that may be owed by any Person
to Trustor for any reason whatsoever, (f) any defense based on any act, failure
to act, delay or omission whatsoever on the part of the Issuers or any other
Person of the failure by the Issuers or any other Person to do any act or thing
or to observe or perform any covenant, condition or agreement to be observed or
performed by it under any Indenture Document, (g) any defense based upon any
statute or rule of law that provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the
principal, (h) any defense, setoff or counterclaim that may at any time be
available to or asserted by the Issuers or any other Person against Beneficiary,
any Secured Party or any other Person under any Indenture Document, (i) any duty
on the part of Beneficiary or any Secured Party to disclose to Trustor any facts
Beneficiary or any Secured Party may now or hereafter know about the Issuers or
any other Person, regardless of whether Beneficiary or such Secured Party have
reason to believe that any such facts materially increase the risk beyond that
which Trustor intends to assume, or have reason to believe that such facts are
unknown to Trustor, or have a reasonable opportunity to communicate such facts
to Trustor, since Trustor acknowledges that Trustor is fully responsible for
being and keeping informed of the financial condition of the Issuers and any
other Person liable for the Obligations and of all circumstances bearing on the
risk of non-payment or non-performance of any obligations and liabilities hereby
guaranteed, (j) the fact that Trustor may at any time in the future dispose of
all or part of its direct or indirect interest in the Issuers or any other
Person or otherwise cease to be an Affiliate of the Issuers or any other Person,
as the case may be, (k) any defense based on any change in the time, manner or
place of any payment or performance under, or in any other term of, the
Indenture Documents or any other amendment, renewal, extension, acceleration,
compromise or waiver of or any consent or departure from the terms of the
Indenture Documents, (l) any defense arising because of Beneficiary's or any
other Secured Party's election, in any proceeding instituted under the
Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law,
and (m) any defense based upon any borrowing or grant of a security interest
under Section 364 of the Bankruptcy Law. To the fullest extent permitted by NRS
40.485 (1) and (2), the provisions of NRS 40.430 are waived.



                                       42
<PAGE>
         10.3     NET WORTH LIMITATION. If, notwithstanding the
representation and warranty set forth in Section 3.2(b) hereof or anything to
the contrary herein, enforcement of the liability of Trustor under this Deed of
Trust for the full amount of the Obligations would be an unlawful or voidable
transfer under any applicable fraudulent conveyance or fraudulent transfer law
or any comparable law, then the liability of Trustor hereunder shall be reduced
to the highest amount for which such liability may then be enforced without
giving rise to an unlawful or voidable transfer under any such law.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       43
<PAGE>
         IN WITNESS WHEREOF, Trustor has executed this Deed of Trust, Assignment
of Rents and Leases, Security Agreement and Fixture Filing as of the day and
year first above written.

                                    TRUSTOR:

                                    ARIZONA CHARLIES'S LLC,
                                    a Nevada limited liability company



                                    By:_________________________________________
                                    Name: Denise Barton
                                    Title: Senior Vice President,
                                           Chief Financial Officer,
                                           Secretary and Treasurer



                                      S-1
<PAGE>
STATE OF NEVADA                     )
                                    ) ss:
COUNTY OF CLARK                     )

         This instrument was acknowledged before me on May 21, 2004 by Denise
Barton, the Senior Vice President, Chief Financial Officer, Secretary and
Treasurer of Arizona Charlie's LLC, a Nevada limited liability company.

                                        ________________________________________
                                         NOTARY PUBLIC




<PAGE>
                                   SCHEDULE A

                             DESCRIPTION OF THE LAND


<PAGE>
Situated in the County of Clark, State of Nevada, described as follows:

Parcel I:

That portion of the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4)
of Section 36, Township 20 South, Range 60 East, M.D.M., more particularly
described as follows:

Parcels Two (2) and Four (4) as shown by map thereof on file in File 100 of
Parcel Maps, Page 85 in the Office of the County Recorder of Clark County,
Nevada.

Parcel II:

Lots One (1), Two (2), Three (3), Four (4), Five (5) and the East 20.00 feet of
Lot Six (6), inclusive in Block One (1) of CHARLESTON HEIGHTS TRACT NO. 1, as
shown by map thereof on file in Book 4 of Plats, Page 31 in the Office of the
County Recorder of Clark County, Nevada.

Parcel III:

That portion of the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4)
of Section 36, Township 20 South, Range 60 East, M.D.M., Clark County, Nevada
described as follows:

Commencing at the Southeast Corner (SE Cor.) of said Northeast Quarter (NE 1/4)
of the Southwest Quarter (SE 1/4); thence South 89(degree)53'28" West, along the
South line thereof, 80.02 feet to the True Point of Beginning; thence continuing
South 89(degree)53'28" West, along the South line, 333.49 feet; thence North
00(degree)06'32" West, 5.00, feet; thence North 89(degree)53'28" East, 121.46
feet to a point of tangency with a curve concave Northwesterly and having a
radius of 330.00 feet; thence Northeasterly along said curve, through a central
angle of 21(degree)02'22", an arc distance of 121.18 feet to a point of reverse
curvature with a curve concave Southeasterly and having a radius of 270.00 feet,
a radial line to said point bears South 21(degree)08'54" East; thence
Northeasterly along said curve through a central angle of 14(degree)17'41", an
arc distance of 67.36 feet to a point of compound curvature; with a curve
concave Southwesterly and having a radius of 35.00 feet, a radial line to said
point bears North 06(degree)51'13" West; thence Southeasterly along said curve,
through a central angle of 95(degree)28'51", an arc distance of 41.66 feet to a
point of tangency; thence South 01(degree)22'22" East, 18.86 feet to the True
Point of Beginning.;


<PAGE>
Parcel IV:

Government Lots Two (2) and Three (3) of Section 36, Township 20 South, Range 60
East, M.D.M.

Parcel V:

Government Lot One (1) of Section 36, Township 20 South, Range 60 East, M.D.M.

Together with that portion as vacated by that certain Order of Vacation recorded
November 12, 1982 in Book 1646 as Document No. 1605574 of Official Records of
Clark County, Nevada. Title to which would pass by operation of law with a
conveyance of said land.

Excepting therefrom the East 80 feet for road purposes as conveyed to the City
of Las Vegas by that certain Deed recorded April 22, 1964 in Book 532 as
Document No. 428020 of Official Records of Clark County, Nevada.

Further excepting therefrom that portion of said land for road purposes as
conveyed to the City of Las Vegas by that certain Deed recorded February 9, 1965
in Book 605 as Document No. 486437 of Official Records of Clark County, Nevada.

Parcel VI:

A non-exclusive easement for parking, access, ingress and egress of vehicular
and pedestrian traffic as set forth in that certain document entitled
"Declaration and Agreement Establishing Protective Covenants, Conditions and
Restrictions and Perpetual Grants of Easements" recorded October 14, 1982 in
Book 1633 as Document No. 1592792 and further set forth in that certain document
entitled "Reciprocal Easement Agreement" recorded September 28, 1998 in Book
980928 as Instrument No. 01393 of Official Records of Clark County, Nevada.



         The foregoing legal description is contained in documents recorded May
31, 1994 in Book 19940531 as Document/Instrument No. 01881 and August 13, 1998
in Book 19980813 as Document/Instrument No. 00152.


<PAGE>
                                   SCHEDULE B

                       DESCRIPTION OF THE LEASED PREMISES


<PAGE>
Parcel VII:

Being a Portion of Lot 3 of that Parcel Map on file at the Office of the County
Recorder of Clark County, Nevada in File 38 of Parcel Maps, at Page 67 located
within the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4) of
Section 36, Township 20 South, Range 60 East, M.D. M., City of Las Vegas,
Nevada, more particularly described as follows:

Commencing at the most Westerly, Southwest Corner of Lot 4 as shown by on said
Parcel Map; Thence North 01(degree)22'22" West, along the Westerly boundary of
said Lot 4, a distance of 461.33 feet; Thence North 88(degree)32'17" East,
departing said Westerly boundary, 89.99 feet to the Point of Beginning; Thence
South 01(degree)22'22" East, along the boundary of said Lot 3, a distance of
234.45 feet; Thence North 88(degree)37'38" East, continuing along said boundary,
330.35 feet; Thence North 01(degree)22'22" West, continuing along said boundary,
27.16 feet; Thence North 88(degree)37'38" East, continuing along said boundary,
89.62 feet; Thence North 01(degree)20'26" West, departing said boundary, 86.17
feet; Thence South 88(degree)32'19" West, 56.07 feet; Thence North
01(degree)27'39" West, 68.22 feet; Thence South 88(degree)32'21" West, 40.53
feet; Thence North 01(degree)27'39" West, 64.49 feet; Thence South
88(degree)32'21" West, 43.97 feet; Thence South 01(degree)27'39" East, 41.88
feet; Thence South 88(degree)32'21" West, 43.92 feet; Thence North
01(degree)27'39" West, 18.73 feet; Thence North 88(degree)32'21" East, 4.30
feet; Thence North 01(degree)27'39" West, 23.15 feet; Thence South
88(degree)32'21" West, 24.18 feet; Thence South 01(degree)27'39" East, 41.93
feet; Thence South 88(degree)32'21" West, 22.99 feet; Thence North
01(degree)27'39" West, 18.63 feet; Thence North 88(degree)32'21" East, 1.20
feet; Thence North 01(degree)27'39" West, 23.30 feet; Thence South
88(degree)32'21" West, 37.91 feet; Thence South 01(degree)27'39" East, 10.94
feet; Thence South 88(degree)32'17" West, 155.77 feet to the Point of Beginning.









         The foregoing legal description is contained in documents recorded May
31, 1994 in Book 19940531 as Document/Instrument No. 01881 and August 13, 1998
in Book 19980813 as Document/Instrument No. 00152.