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                                                                 EXHIBIT 10.83

                             SECURITY AGREEMENT

     This SECURITY AGREEMENT (this "Agreement") is dated as of November 30, 
1998 and entered into by and between SANTA FE GAMING CORPORATION, a Nevada 
corporation ("Grantor"), and IBJ SCHRODER BANK & TRUST COMPANY, as successor 
trustee, for the benefit of the holders of the Bonds (as hereinafter defined) 
(the "Holders") (the "Secured Party"), under the Indenture dated as of 
December 1, 1988 among Pioneer Finance Corp., a Nevada corporation ("PFC"), 
Grantor, as successor-in-interest to Sahara Casino Partners, L.P., and 
Security Pacific National Bank as predecessor to the Secured Party, as 
amended by (i) that certain First Supplemental Indenture, dated as of 
December 21, 1990, (ii) that certain Second Supplemental Indenture, dated as 
of September 30, 1993, (iii) that certain Tri-Party Agreement, dated as of 
December 30, 1994, (iv) that certain Third Supplemental Indenture, dated as 
of August 31, 1995, and (v) that certain Fourth Supplemental Indenture, dated 
as of November 30, 1998 (the "Indenture").

                           PRELIMINARY STATEMENTS

     A.   PFC issued $120,000,000 principal amount of 13 1/2% First Mortgage 
Bonds due December 1, 1998 (the "Bonds"), pursuant to the Indenture, of which 
$60,000,000 principal amount remains outstanding as of the date hereof. 
Capitalized terms used and not otherwise defined herein shall have the 
meanings specified in the Indenture.

     B.   Pursuant to the Offering Circular and Consent Solicitation 
Statement dated October 23, 1998 and Supplement dated November 14, 1998 
(together, the "Amended Joint Offering Circular/Consent Solicitation 
Statement"), PFC has solicited (the "Solicitation") the consents (the 
"Consents") of Holders to the Proposed Consents (as defined in the Amended 
Joint Offering Circular/Consent Solicitation Statement).

     C.   In connection with the Solicitation and the receipt and acceptance 
of Consents by PFC, Grantor has agreed to grant security interests in the 
Collateral (as defined herein) to secure the payment of the principal of, 
premium, if any, and interest on, the Bonds.

     NOW, THEREFORE, in consideration of the premises, in accordance with the 
Solicitation and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, Grantor hereby agrees with Secured 
Party as follows:

     SECTION 1.     GRANT OF SECURITY.  Grantor hereby grants to Secured 
Party, for the equal and ratable benefit of the Holders, a security interest 
in all of Grantor's right, title and interest in and to the following, in 
each case whether now or hereafter existing or in which Grantor now has or 
hereafter acquires an interest and wherever the same may be located (the 
"Collateral"):

     (a)  all present and future chattels, furniture, furnishings, goods, 
equipment (including, without limitation, gaming equipment and devices), 
fixtures and all other tangible personal property, of whatever kind and 
nature (including, without limitation, any building or structure that is now 
or that may hereafter be erected on any premises owned by Grantor, the 
"Premises"),

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including, but not limited to, machinery, materials, goods and equipment now 
or hereafter used in any construction or operation relating thereto and all 
other tangible personal property, together with all replacements and 
substitutions for any and all personal property in which Grantor has an 
interest, including without limitation such goods and equipment as shall from 
time to time be located, placed, installed or used in or upon, or procured 
for use, or to be used or useful in connection with the operation of the 
whole, or any part of, the Premises or any facilities on the Premises and all 
parts thereof and all accessions thereto (any and all such equipment, 
replacements, substitutions, parts and accessions being the "Equipment");

     (b)  all present and future inventory and merchandise in all of its 
forms (including, but not limited to, (i) all goods held by Grantor for sale 
or lease or to be furnished under contracts of service or so leased or 
furnished, (ii) all raw materials, (iii) works in process, (iv) all goods in 
which Grantor has an interest in mass or a joint or other interest or right 
of any kind, (v) all goods that are returned to or repossessed by Grantor, 
and (vi) all accessions thereto and products thereof (all such inventory, 
accessions and products being the "Inventory");

     (c)  all present and future accounts, accounts receivable, rentals, 
revenues, receipts, payments, and income of any nature whatsoever derived 
from or received with respect to any facilities on the Premises, agreements, 
contracts, leases, contract rights, rights to payment, instruments, 
documents, chattel paper, security agreements, guaranties, undertakings, 
surety bonds, insurance policies, condemnation deposits and awards, notes and 
drafts, securities, certificates of deposit and the right to receive all 
payments thereon or in respect thereof (whether principal, interest, fees or 
otherwise), contract rights (other than rights under contracts or 
governmental permits that may not be transferred by law), including, without 
limitation, rights to all deposits from tenants and other users of the 
Premises or any facilities on the Premises, rights under all contracts 
relating to the construction, renovation or restoration of any of the 
improvements now or hereafter located on the Premises or the financing 
thereof and all rights under payment or performance bonds, warranties, and 
guaranties, and all rights to payment from any credit/charge card 
organization or entity, books of account, and principal, interest and 
payments due on account of goods sold, services rendered, loans made or 
credit extended, on or in connection with the Premises or any facilities on 
the Premises and all forms of obligations owing to and rights of Grantor or 
in which Grantor may have any interest, however created or arising (any and 
all such accounts, contract rights, chattel paper, documents, instruments, 
general intangibles and other obligations being the "Accounts", and any and 
all such security agreements, leases and other contracts being the "Related 
Contracts");

     (d)  all present and future right, title and interest of Grantor in and 
to all leases, subleases, licenses, concessions, franchises and other use or 
occupancy agreements, and any amendments, modifications, extensions or 
renewals thereof (collectively, "Leases"), whether or not specifically herein 
described, that now or may hereafter pertain to or affect the Premises or any 
portion thereof, and all amendments to the same, including, but not limited 
to, the following: (i) all payments due and to become due under such Leases, 
whether as rent, damages, insurance payments, condemnation awards, or 
otherwise; (ii) all claims, rights, powers, privileges and remedies under 
such Leases; and (iii) all rights of the Grantor under such Leases to 
exercise any election or option, or to give-or receive any notice, consent, 
waiver or approval, or to accept any surrender of the premises or any part 
thereof, together with full power and authority in the name

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of the Grantor, or otherwise, to demand and receive, enforce, collect, and 
receipt for any or all of the foregoing, to endorse or execute any checks or 
any instruments or orders, to file any claims, and to take any other action 
that Secured Party may deem necessary or advisable in connection therewith;

     (e)  all present and future deposit accounts of Grantor, any demand, 
time, savings, passbook or like account maintained by Grantor with any bank, 
savings and loan association, credit union or like organization, and all 
money, cash and cash equivalents of Grantor, whether or not deposited in any 
such deposit account;

     (f)  all present and future general intangibles (including but not 
limited to all governmental permits relating to construction or other 
activities on the Premises), all tax refunds of every kind and nature to 
which Grantor now or hereafter may become entitled, however arising, all 
other refunds, and all deposits, goodwill, choses in action, rights to 
payment or performance, judgments taken on any rights or claims included in 
the Collateral, trade secrets, computer programs, software, customer lists, 
business names, trademarks, trade names and service marks, patents, patent 
applications, licenses, copyrights, technology, processes, proprietary 
information and insurance proceeds;

     (g)  all present and future books and records, including, without 
limitation, books of account and ledgers of every kind and nature, ledger 
cards, computer programs, tapes, disks and other information storage devices, 
all related data processing software, and all electronically recorded data 
relating to Grantor or its business, all receptacles and containers for such 
records, and all files and correspondence;

     (h)  all present and future maps, plans, specifications, surveys, 
studies, reports, data and drawings (including, without limitation, 
architectural, structural, mechanical and engineering plans and 
specifications, studies, data and drawings) prepared for or relating to the 
Premises or the construction, renovation or restoration of any improvements 
on the Premises or the extraction of minerals, sand, gravel or other valuable 
substances from the Premises, together with all amendments and modifications 
thereto;

     (i)  all present and future licenses, permits, variances, special 
permits, franchises, certificates, rulings, certifications, validations, 
exemptions, filings, registrations, authorizations, consents, approvals, 
waivers, orders, rights and agreements (including options, option rights and 
contract rights), other than those that may not be transferred by law, now or 
hereafter obtained by Grantor from any governmental authority having or 
claiming jurisdiction over the Premises or any other element of the 
Collateral or providing access thereto, or the operation of any business on, 
at, or from the Premises;

     (j)  all present and future stocks, bonds, debentures, securities, 
investment property, subscription rights, options, warrants, puts, calls, 
certificates, partnership interests, joint venture interests, investments, 
brokerage accounts and all rights, preferences, privileges, dividends, 
distributions, redemption payments and liquidation payments received or 
receivable with respect thereto;

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     (k)  all present and future accessions, appurtenances, components, 
repairs, repair parts, spare parts, replacements, substitutions, additions, 
issue and improvements to or of or with respect to any of the foregoing;

     (l)  all other fixtures and storage and office facilities, and all 
accessions thereto and products thereof and all water stock relating to the 
Premises;

     (m)  all other tangible and intangible personal property of Grantor;

     (n)  all rights, remedies, powers and privileges of Grantor with respect 
to any of the foregoing; and

     (o)  any and all proceeds, products, rents, income and profits of any of 
the foregoing, including, without limitation, all money, accounts, general 
intangibles, deposit accounts, documents, instruments, chattel paper, goods, 
insurance proceeds (whether or not the Secured Party is the loss payee), and 
any other tangible or intangible property received upon the sale or 
disposition of any of the foregoing (it being agreed, for purposes hereof, 
that the term "proceeds" includes whatever is receivable or received when any 
of the Collateral is sold, collected, exchanged or otherwise disposed of, 
whether such disposition is voluntary or involuntary);

provided, however, that the Collateral shall not include the approximately 20 
acre parcel of real property located at Lone Mountain Road, Las Vegas, 
Nevada, owned by Grantor as of the date hereof, or any shares of capital 
stock of subsidiaries of Grantor other than Santa Fe Hotel Inc., a Nevada 
corporation, Sahara Resorts, a Nevada corporation, Hacienda Hotel Inc., a 
Nevada corporation, Sahara Nevada Corp., a Nevada corporation, and Santa Fe 
Coffee Company, a Nevada corporation.

     SECTION 2.     SECURITY FOR OBLIGATIONS.     This Agreement secures, and 
the Collateral is collateral security for, the prompt payment or performance 
in full when due, whether at stated maturity, by required prepayment, 
declaration, acceleration, demand or otherwise (including the payment of 
amounts that would become due but for the operation of the automatic stay 
under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of 
all obligations and liabilities of every nature of PFC now or hereafter 
existing under or arising out of or in connection with the Bonds, Indenture 
and Mortgage Documents and all amendments, extensions or renewals thereof, 
whether for principal, premium, if any, interest (including without 
limitation interest that, but for the filing of a petition in bankruptcy with 
respect to PFC, would accrue on such obligations), fees, expenses, 
indemnities or otherwise, whether voluntary or involuntary, direct or 
indirect, absolute or contingent, liquidated or unliquidated, whether or not 
jointly owed with others, and whether or not from time to time decreased or 
extinguished and later increased, created or incurred, and all or any portion 
of such obligations or liabilities that are paid, to the extent all or any 
part of such payment is avoided or recovered directly or indirectly from 
Secured Party or any Holder as a preference, fraudulent transfer or otherwise 
(all such obligations and liabilities being the "Underlying Debt"), and all 
obligations of every nature of Grantor now or hereafter existing under this 
Agreement (all such obligations of Grantor, together with the Underlying 
Debt, being the "Secured Obligations").

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     SECTION 3.     GRANTOR REMAINS LIABLE.  Anything contained herein to the 
contrary notwithstanding, (a) Grantor shall remain liable under any contracts 
and agreements included in the Collateral, to the extent set forth therein, 
to perform all of its duties and obligations thereunder to the same extent as 
if this Agreement had not been executed, (b) the exercise by Secured Party of 
any of its rights hereunder shall not release Grantor from any of its duties 
or obligations under the contracts and agreements included in the Collateral, 
and (c) Secured Party shall not have any obligation or liability under any 
contracts and agreements included in the Collateral by reason of this 
Agreement or otherwise, nor shall Secured Party be obligated to perform any 
of the obligations or duties of Grantor thereunder or to take any action to 
collect or enforce any claim for payment assigned hereunder.

     SECTION 4.     REPRESENTATIONS AND WARRANTIES.    Grantor represents and 
warrants as follows:

     (a)  OWNERSHIP OF COLLATERAL. Except for the security interest created 
by this Agreement, Grantor owns the Collateral free and clear of any Lien.  
Except such as may have been filed in favor of Secured Party relating to this 
Agreement, no effective financing statement or other instrument similar in 
effect covering all or any part of the Collateral is on file in any filing or 
recording office.

     (b)  OFFICE LOCATIONS: OTHER NAMES.     The chief place of business, the 
chief executive office and the office where Grantor keeps its records 
regarding the Accounts and all originals of all chattel paper that evidence 
Accounts is, and has been for the four month period preceding the date 
hereof, located at 4949 North Rancho Drive, Las Vegas, Nevada 89130. Grantor 
has not in the past done, and does not now do, business under any other name 
(including any trade-name or fictitious business name) except Santa Fe Gaming 
Corporation.

     (c)   GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other 
action by, and no notice to or filing with, any governmental authority or 
regulatory body is required for either (i) the grant by Grantor of the 
security interest granted hereby, (ii) the execution, delivery or performance 
of this Agreement by Grantor, or (iii) the perfection of or the exercise by 
Secured Party of its rights and remedies hereunder (except (i) the filing of 
Uniform Commercial Code financing statements with the office of the Secretary 
of State of the State of Nevada and (ii) as has been previously taken by or 
at the direction of Grantor).

     (d)  PERFECTION.    This Agreement, together with the filing of a UCC-l 
financing statement describing the Collateral with the Secretary of State of 
Nevada with the Clark County Recorder creates a valid, perfected, enforceable 
and first priority security interest in the Collateral, securing the payment 
of the Secured Obligations, and all filings and other actions necessary or 
desirable to perfect and protect such security interest have been duly made 
or taken.

     (e)  OTHER INFORMATION.  All information heretofore, herein or hereafter 
supplied to Secured Party by or on behalf of Grantor with respect to the 
Collateral is accurate and complete in all material respects.

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     SECTION 5.     FURTHER ASSURANCES.

     (a)  Grantor agrees that from time to time, at the expense of Grantor, 
Grantor will promptly execute and deliver all further instruments and 
documents, and take all further action, that may be necessary or desirable, 
or that Secured Party reasonably may request, in order to perfect and protect 
any security interest granted or purported to be granted hereby or to enable 
Secured Party to exercise and enforce its rights and remedies hereunder with 
respect to any Collateral. Without limiting the generality of the foregoing, 
Grantor will: (i) at the request of Secured Party mark conspicuously each 
item of chattel paper included in the Accounts, each Related Contract and, at 
the request of Secured Party, each of its records pertaining to the 
Collateral, with a legend, in form and substance satisfactory to Secured 
Party, indicating that such Collateral is subject to the security interest 
granted hereby, (ii) at the request of Secured Party, deliver and pledge to 
Secured Party hereunder all promissory notes and other instruments (including 
checks) and all original counterparts of chattel paper constituting 
Collateral, duly endorsed and accompanied by duly executed instruments of 
transfer or assignment, all in form, and substance satisfactory to Secured 
Party, (iii) execute and file such financing or continuation statements, or 
amendments thereto, and such other instruments or notices, as may be 
necessary or desirable, or as Secured Party may reasonably request, in order 
to perfect and preserve the security interests granted or purported to be 
granted hereby, (iv) at any reasonable time, upon request by Secured Party, 
exhibit the Collateral to and allow inspection of the Collateral by Secured 
Party, or persons designated by Secured Party, and (v) at Secured Party's 
reasonable request, appear in and defend any action or proceeding that may 
affect Grantor's title to or Secured Party's security interest in all or any 
significant part of the Collateral.

     (b)  Grantor hereby authorizes Secured Party to file one or more 
financing or continuation statements, and amendments thereto, relative to all 
or any part of the Collateral without the signature of Grantor. Grantor 
agrees that a carbon, photographic or other reproduction of this Agreement or 
of a financing statement signed by Grantor shall be sufficient as a financing 
statement and may be filed as a financing statement in any and all 
jurisdictions.

     (c)  Grantor will furnish to Secured Party from time to time statements 
and schedules further identifying and describing the Collateral and such 
other reports in connection with the Collateral as Secured Party may 
reasonably request, all in reasonable detail.

     SECTION 6.     CERTAIN COVENANTS OF GRANTOR. Grantor shall:

     (a)  not use or permit any Collateral to be used unlawfully or in 
violation of any provision of this Agreement or any applicable statute, 
regulation or ordinance or any policy of insurance covering the Collateral;

     (b)  notify Secured Party of any change in Grantor's name or identity 
within 15 days of such change;

     (c)  give Secured Party 30 days prior written notice of any change in 
Grantor's chief place of business, chief executive office or residence;

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     (d)  if Secured Party gives value to enable Grantor to acquire rights in 
or the use of any Collateral, use such value for such purposes; and

     (e)  pay promptly when due all property and other taxes, assessments and 
governmental charges or levies imposed upon, and all claims (including claims 
for labor, materials and supplies) against, the Collateral, except to the 
extent the validity thereof is being contested in good faith and for which 
adequate reserves have been established; provided that Grantor shall in any 
event pay such taxes, assessments, charges, levies or claims not later than 
five days prior to the date of any proposed sale under any judgment, writ or 
warrant of attachment entered or filed against Grantor or any of the 
Collateral as a result of the failure to make such payment.

     SECTION 7.     SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT AND 
INVENTORY. Grantor shall:

     (a)  keep the Equipment and Inventory at the Premises or, upon 30 days 
prior written notice to Secured Party, at such other places in jurisdictions 
where all action that may be necessary or desirable, or that Secured Party 
may reasonably request, in order to perfect and protect any security interest 
granted or purported to be granted hereby, or to enable Secured Party to 
exercise and enforce its rights and remedies hereunder, with respect to such 
Equipment and Inventory shall have been taken;

     (b)  cause the Equipment to be maintained and preserved in the same 
condition, repair and working order as when new, ordinary wear and tear 
excepted, and shall forthwith make or cause to be made all repairs, 
replacements and other improvements in connection therewith that are 
necessary or desirable to such end. Grantor shall promptly furnish to Secured 
Party a statement respecting any material loss or damage to any of the 
Equipment; 

     (c)  notify Secured Party of the establishment after the date hereof of 
any securities accounts or deposit accounts in which Secured Party may take a 
security interest pursuant to applicable law and take such steps as may be 
requested by Secured Party to perfect Secured Party's lien therein; and

     (d)  perform all acts that are necessary or desirable to cause all 
licenses, permits, variances, special permits, franchises, certificates, 
rulings, certifications, validations, exemptions, filings, registrations, 
authorizations, consents, approvals. waivers, orders, rights, and agreements 
in which a security interest has been conveyed to Secured Party pursuant to 
subsection 1(h) to remain in full force and effect.

     SECTION 8.     INSURANCE.     Grantor shall, at its own expense, 
maintain insurance with respect to the Equipment and Inventory, if any.

     SECTION 9.  DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS.     Upon the 
occurrence and during the continuation of an Event of Default or Potential 
Event of Default, Secured Party may exercise dominion and control over, and 
refuse to permit further withdrawals (whether of money, 

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securities, instruments or other property) from any securities accounts or 
deposit accounts maintained with Secured Party constituting part of the 
Collateral.

     SECTION 10.  LICENSE OF PATENTS, TRADEMARKS, COPYRIGHTS, ETC.  Grantor 
hereby assigns, transfers and conveys to Secured Party, effective upon the 
occurrence of any Event of Default, the non-exclusive right and license to 
use all trademarks, tradenames, copyrights, customers lists, patents or 
technical processes owned or used by Grantor that relate to the Collateral 
and any other collateral granted by Grantor as security for the Secured 
Obligations, together with any goodwill associated therewith, all to the 
extent necessary to enable Secured Party to use, possess and realize on the 
Collateral and to enable any successor or assign to enjoy the benefits of the 
Collateral. This right and license shall inure to the benefit of all 
successors, assigns and transferees of Secured Party and its successors, 
assigns and transferees, whether by voluntary conveyance, operation of law, 
assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. 
Such right and license is granted free of charge, without requirement that 
any monetary payment whatsoever be made to Grantor.

     SECTION 11.  OTHER LIENS.  Grantor shall not, except for the security 
interest created by this Agreement and as otherwise contemplated by the 
Indenture, the Solicitation and the Mortgage Documents, create or suffer to 
exist any Lien upon or with respect to any of the Collateral to secure the 
indebtedness or other obligations of any Person.

     SECTION 12.  SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Grantor hereby 
irrevocably appoints Secured Party as Grantor's attorney-in-fact, with full 
authority in the place and stead of Grantor and in the name of Grantor, 
Secured Party or otherwise, from time to time in Secured Party's discretion 
to take any action and to execute any instrument that Secured Party may deem 
necessary or advisable to accomplish the purposes of this Agreement, 
including without limitation:

     (a)  to ask for, demand, collect, sue for, recover, compound, receive 
and give acquittance and receipts for moneys due and to become due under or 
in respect of any of the Collateral;

     (b)  to receive, endorse and collect any drafts or other instruments, 
documents and chattel paper in connection with clause (a) above;

     (c)  to file any claims or take any action or institute any proceedings 
(including, without limitation, any proceeding before any Nevada Gaming 
Authority) that Secured Party may deem necessary or desirable for the 
collection of any of the Collateral or otherwise to enforce the rights of 
Secured Party with respect to any of the Collateral;

     (d)  to pay or discharge taxes or Liens (other than Liens permitted 
under this Agreement) levied or placed upon or threatened against the 
Collateral, the legality or validity thereof and the amounts necessary to 
discharge the same to be determined by Secured Party in its sole discretion, 
any such payments made by Secured Party to become obligations of Grantor to 
Secured Party, due and payable immediately without demand; and

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     (e)  upon the occurrence and during the continuation of an Event of 
Default, generally to sell, transfer, pledge, make any agreement with respect 
to or otherwise deal with any of the Collateral as fully and completely as 
though Secured Party were the absolute owner thereof for all purposes, and to 
do, at Secured Party's option and Grantor's expense, at any time or from time 
to time, all acts and things that Secured Party deems necessary to protect, 
preserve or realize upon the Collateral and Secured Party's security interest 
therein in order to effect the intent of this Agreement, all as fully and 
effectively as Grantor might do.

     SECTION 13.  SECURED PARTY MAY PERFORM. If Grantor fails to perform any 
agreement contained herein, Secured Party may itself perform, or cause 
performance of, such agreement, and the expenses of Secured Party incurred in 
connection therewith shall be payable by Grantor under Section 16.

     SECTION 14.  STANDARD OF CARE.  The powers conferred on Secured Party 
hereunder are solely to protect its and the Holders' interest in the 
Collateral and shall not impose any duty upon it to exercise any such powers. 
Except for the exercise of reasonable care in the custody of any Collateral 
in its possession and the accounting for moneys actually received by it 
hereunder, Secured Party shall have no duty as to any Collateral or as to the 
taking of any necessary steps to preserve rights against prior parties or any 
other rights pertaining to any Collateral, it being understood that Secured 
Party shall have no responsibility for (a) ascertaining or taking action with 
respect to calls, conversions, exchanges, maturities, tenders or other 
matters relating to any Collateral, whether or not Secured Party has or is 
deemed to have knowledge of such matters, (b) taking any necessary steps 
(other than steps taken in accordance with the standard of care set forth 
above to maintain possession of the Collateral) to preserve rights against 
any parties with respect to any Collateral, (c) taking any necessary steps to 
collect or realize upon the Secured Obligations or any guarantee therefor, or 
any part thereof, or any of the Collateral, or (d) initiating any action to 
protect the Collateral against the possibility of a decline in market value. 
Secured Party shall be deemed to have exercised reasonable care in the 
custody and preservation of Collateral in its possession if such Collateral 
is accorded treatment substantially equal to that which Secured Party accords 
its own property.

     SECTION 15.  REMEDIES.

     If any Event of Default shall have occurred and be continuing, Secured 
Party may exercise in respect of the Collateral, in addition to all other 
rights and remedies provided for herein or otherwise available to it, all the 
rights and remedies of a secured party on default under the Uniform 
Commercial Code as in effect in any relevant jurisdiction (the "Code") 
(whether or not the Code applies to the affected Collateral), and also may 
(i) require Grantor to, and Grantor hereby agrees that it will at its expense 
and upon request of Secured Party forthwith, assemble all or part of the 
Collateral as directed by Secured Party and make it available to Secured 
Party at a place to be designated by Secured Party that is reasonably 
convenient to both parties, (ii) enter onto the property where any Collateral 
is located and take possession thereof with or without judicial process, 
(iii) prior to the disposition of the Collateral, store, process, repair or 
recondition the Collateral or otherwise prepare the Collateral for 
disposition in any manner to the extent Secured Party deems appropriate, (iv) 
take possession of Grantor's premises or place custodians in exclusive 
control thereof, remain on such premises and use the same and any of 
Grantor's

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equipment for the purpose of completing any work in process, taking any 
actions described in the preceding clause, (v) collect any Secured 
Obligation, and (vi) without notice except as specified below, sell the 
Collateral or any part thereof in one or more parcels at public or private 
sale, at any of Secured Party's offices or elsewhere, for cash, on credit or 
for future delivery, at such time or times and at such price or prices and 
upon such other terms as Secured Party may deem commercially reasonable. 
Secured Party may be the purchaser of any or all of the Collateral at any 
such sale and Secured Party shall be entitled, for the purpose of bidding and 
making settlement or payment of the purchase price for all or any portion of 
the Collateral sold at any such public sale, to use andapply any of the 
Secured Obligations as a credit on account of the purchase price for any 
Collateral payable by Secured Party at such sale. Each purchaser at any such 
sale shall hold the property sold absolutely free from any claim or right on 
the part of Grantor, and Grantor hereby waives (to the extent permitted by 
applicable law) all rights of redemption, stay and/or appraisal which it now 
has or may at any time in the future have under any rule of law or statute 
now existing or hereafter enacted. Grantor agrees that, to the extent notice 
of sale shall be required by law, at least ten days notice to Grantor of the 
time and place of any public sale or the time after which any private sale is 
to be made shall constitute reasonable notification. Secured Party shall not 
be obligated to make any sale of Collateral regardless of notice of sale 
having been given. Secured Party may adjourn any public or private sale from 
time to time by announcement at the time and place fixed therefor, and such 
sale may, without further notice, be made at the time and place to which it 
was so adjourned. Grantor hereby waives any claims against Secured Party 
arising by reason of the fact that the price at which any Collateral may have 
been sold at such a private sale was less than the price which might have 
been obtained at a public sale, even if Secured Party accepts the first offer 
received and does not offer such Collateral to more than one offeree. If the 
proceeds of any sale or other disposition of the Collateral are insufficient 
to pay all the Secured Obligations, Grantor shall be liable for the 
deficiency and the fees of any attorneys employed by Secured Party to collect 
such deficiency.

     SECTION 16.  APPLICATION OF PROCEEDS.   Except as expressly provided 
elsewhere in this Agreement, all proceeds received by Secured Party in 
respect of any sale of, collection from, or other realization upon all or any 
part of the Collateral may, in the discretion of Secured Party, be held by 
Secured Party as Collateral for, and/or then, or at any other time 
thereafter, applied in full or in part by Secured Party against, the Secured 
Obligations in the following order of priority:

     FIRST:         To the payment of all costs and expenses of such sale, 
collection or other realization, including costs and expenses of Secured 
Party and its agents and counsel, and all other expenses, liabilities and 
advances made or incurred by Secured Party in connection therewith, and all 
amounts for which Secured Party is entitled to indemnification hereunder and 
all advances made by Secured Party hereunder for the account of Grantor, and 
to the payment of all costs and expenses paid or incurred by Secured Party in 
connection with the exercise of any right or remedy hereunder, all in 
accordance with Section 17;

     SECOND:   To the payment of all other Secured Obligations (for the 
ratable benefit of the holders thereof) in such order as Secured Party shall 
elect; and

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<PAGE>

     THIRD:    To the payment to or upon the order of Grantor, or to 
whomsoever may be lawfully entitled to receive the same or as a court of 
competent jurisdiction may direct, of any surplus then remaining from such 
proceeds. 

     SECTION 17.  INDEMNITY AND EXPENSES.

     (a)  Grantor agrees to indemnify Secured Party and the Holders, and any 
agent, attorney, employee, officer, or director thereof (collectively, 
"Indemnified Persons"), from and against any and all claims, losses and 
liabilities in any way relating to, growing out of or resulting from this 
Agreement and the transactions contemplated hereby (including, without 
limitation, enforcement of this Agreement), except to the extent such claims, 
losses or liabilities result solely from such Indemnified Person's gross 
negligence or willful misconduct as finally determined by a court of 
competent jurisdiction.

     (b)  Grantor shall pay to Secured Party upon demand the amount of any 
and all costs and expenses, including the reasonable fees and expenses of its 
counsel and of any experts and agents, that Secured Party may reasonably 
incur in connection with (i) the administration of this Agreement, (ii) the 
custody, preservation, use or operation of, or the sale of, collection from, 
or other realization upon, any of the Collateral, (iii) the exercise or 
enforcement of any of the rights of Secured Party hereunder, or (iv) the 
failure by Grantor to perform or observe any of the provisions hereof.

     SECTION 18.  CONTINUING SECURITY INTEREST. This Agreement shall create a 
continuing security interest in the Collateral and shall (a) remain in full 
force and effect until the indefeasible payment in full, in cash, of the 
Secured Obligations, (b) be binding upon Grantor, its successors and assigns, 
and (c) inure, together with the rights and remedies of Secured Party 
hereunder, to the benefit of Secured Party and its successors, transferees 
and assigns.  Upon the indefeasible payment in full, in cash, of all Secured 
Obligations, the security interest granted hereby shall terminate and all 
rights to the Collateral shall revert to Grantor. Upon any such termination 
Secured Party will, at Grantor's expense, execute and deliver to Grantor such 
documents as Grantor shall reasonably request to evidence such termination.

     SECTION 19.  AMENDMENTS; ETC. No amendment or waiver of any provision of 
this Agreement, or consent to any departure by Grantor herefrom, shall in any 
event be effective unless the same shall be approved by the Holders of a 
majority of the Outstanding Bonds, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for 
which it was given.

     SECTION 20.  NOTICES.    Any notice or other communication herein 
required or permitted to be given shall be in writing and may be personally 
served, telexed or sent by facsimile or United States mail or courier service 
and shall be deemed to have been given when delivered in person or by courier 
service, upon receipt of facsimile or telex, or four business days after 
depositing it in the United States mail with postage prepaid and properly 
addressed.  For the purposes hereof, the address of each party hereto shall 
be as set forth below, or, as to either party, such other address as shall be 
designated by such party in a written notice delivered to the other party 
hereto.

                                      11

<PAGE>
          
          To Secured Party:
          
          IBJ Schroder Bank & Trust Company
          One State Street
          New York, New York
          Attention: Reorganization Operations Department
          
          To Grantor:
          Santa Fe Gaming Corporation
          4949 North Rancho Drive
          Las Vegas, Nevada 89130
          Attention: Chief Financial Officer

     SECTION 21.  FAILURE OR INDULGENCE NOT WAIVER: REMEDIES CUMULATIVE.  No 
failure or delay on the part of Secured Party in the exercise of any power, 
right or privilege hereunder shall impair such power, right or privilege or 
be construed to be a waiver of any default or acquiescence therein, nor shall 
any single or partial exercise of any such power, right or privilege preclude 
any other or further exercise thereof or of any other power, right or 
privilege. All rights and remedies existing under this Agreement are 
cumulative to, and not exclusive of, any rights or remedies otherwise 
available.

     SECTION 22.  SEVERABILITY.    In case any provision in or obligation 
under this Agreement shall be invalid, illegal or unenforceable in any 
jurisdiction, the validity, legality and enforceability of the remaining 
provisions or obligations, or of such provision or obligation in any other 
jurisdiction, shall not in any way be affected or impaired thereby.

     SECTION 23.  HEADINGS.   Section and subsection headings in this 
Agreement are included herein for convenience of reference only and shall not 
constitute a part of this Agreement for any other purpose or be given any 
substantive effect.

     SECTION 24.  GOVERNING LAW: TERMS.      THIS AGREEMENT SHALL BE GOVERNED 
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS 
OF THE STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, 
EXCEPT TO THE EXTENT THAT THE UNIFORM COMMERCIAL CODE PROVIDES THAT THE 
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES 
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS 
OF A JURISDICTION OTHER THAN THE STATE OF NEVADA. 

     SECTION 25.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL 
JUDICIAL PROCEEDINGS BROUGHT AGAINST GRANTOR ARISING OUT OF OR RELATING TO 
THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT 
JURISDICTION IN THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY OF THIS 
AGREEMENT GRANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, 
GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID 
COURTS AND IRREVOCABLY 

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<PAGE>

AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS 
AGREEMENT. Grantor hereby agrees that service of all process in any such 
proceeding in any such court may be made by registered or certified mail, 
return receipt requested, to Grantor at its address provided in Section 20, 
such service being hereby acknowledged by Grantor to be sufficient for 
personal jurisdiction in any action against Grantor in any such court and to 
be otherwise effective and binding service in every respect. Nothing herein 
shall affect the right to serve process in any other manner permitted by law.

     SECTION 26.  WAIVER OF JURY TRIAL.  GRANTOR AND SECURED PARTY HEREBY 
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE 
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.  The scope of this 
waiver is intended to be all-encompassing of any and all disputes that may be 
filed in any court and that relate to the subject matter of this transaction, 
including without limitation contract claims, tort claims, breach of duty 
claims, and all other common law and statutory claims. Grantor and Secured 
Party each acknowledge that this waiver is a material inducement for Grantor 
and Secured Party to enter into a business relationship, that Grantor and 
Secured Party have already relied on this waiver in entering into this 
Agreement and that each will continue to rely on this waiver in their related 
future dealings. Grantor and Secured Party further warrant and represent that 
each has reviewed this waiver with its legal counsel, and that each knowingly 
and voluntarily waives its jury trial rights following consultation with 
legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE 
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY 
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS 
AGREEMENT.  In the event of litigation, this Agreement may be filed as a 
written consent to a trial by the court.

     SECTION 27.  COUNTERPARTS.    This Agreement may be executed in one or 
more counterparts and by different parties hereto in separate counterparts, 
each of which when so executed and delivered shall be deemed an original, but 
all such counterparts together shall constitute but one and the same 
instrument; signature pages may be detached from multiple separate 
counterparts and attached to a single counterpart so that all signature pages 
are physically attached to the same document.

                                      13

<PAGE>


     IN WITNESS WHEREOF, Grantor and Secured Party have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                         SANTA FE GAMING CORPORATION,
                         
                         as Grantor

                         By: /s/ THOMAS K. LAND
                             --------------------------------------------
                         Name:     Thomas K. Land                     
                         Title:    Senior Vice President, 
                                   Chief Financial Officer
                         

                         IBJ SCHRODER BANK & TRUST COMPANY,
                         
                         as Secured Party

                         By: /s/ BARBARA MCCLUSKEY 
                             --------------------------------------------
                         Name:     Barbara McCluskey             
                         Title:    Vice President                

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