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                                                                 EXHIBIT 10.84

                              PLEDGE AGREEMENT

          This PLEDGE AGREEMENT (this "Agreement") is dated as of November 
30, 1998 and entered into by and between SANTA FE GAMING CORPORATION, a 
Nevada corporation ("Pledgor"), 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"), Santa Fe Gaming Corporation, a Nevada corporation and 
successor-in-interest to Sahara Casino Partners, L.P. ("SFGC"), 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.   Pledgor is the legal and beneficial owner of the shares of 
stock (the "Pledged Shares") described in SCHEDULE I annexed hereto and 
issued by the corporations named therein.

          B.   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.

          C.   Payment of the principal of, premium, if any, and interest on 
the Bonds has been guaranteed by the Pledgor (the "Guaranty").

          D.   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).

          E.   In connection with the Solicitation and the receipt and 
acceptance of Consents by PFC, Pledgor has agreed to secure the obligations 
arising under the Guaranty by a pledge by Pledgor of all the outstanding 
common stock of its wholly owned subsidiaries, Sahara Resorts, a Nevada 
corporation ("SR"), Santa Fe Hotel Inc., a Nevada corporation ("SFHI"), 
Hacienda Hotel Inc., a Nevada corporation ("Hacienda"), Sahara Nevada Corp., 
a Nevada corporation ("Sahara Nevada"), and Santa Fe Coffee Company, a Nevada 
corporation (Santa Fe Coffee").

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          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, Pledgor hereby agrees 
with Secured Party as follows:

          SECTION 1.  PLEDGE OF SECURITY.  Pledgor hereby pledges to Secured 
Party, for the equal and ratable benefit of the Holders, and hereby grants to 
Secured Party a security interest in, for the equal and ratable benefit of 
the Holders, all of Pledgor's right, title and interest in and to the 
following (the "Pledged Collateral"):

          (a)  the Pledged Shares and the certificates representing the 
Pledged Shares and any interest of Pledgor in the entries on the books of any 
financial intermediary pertaining to the Pledged Shares, and all dividends, 
cash, warrants, rights, instruments and other property or proceeds from time 
to time received, receivable or otherwise distributed in respect of or in 
exchange for any or all of the Pledged Shares;

          (b)  all additional shares of, and all securities convertible into 
and warrants, options and other rights to purchase or otherwise acquire, 
stock of any issuer of the Pledged Shares from time to time acquired by 
Pledgor in any manner (which shares shall be deemed to be part of the Pledged 
Shares), the certificates or other instruments representing such additional 
shares, securities, warrants, options or other rights and any interest of 
Pledgor in the entries on the books of any financial intermediary pertaining 
to such additional shares, and all dividends, cash, warrants, rights, 
instruments and other property or proceeds from time to time received, 
receivable or otherwise distributed in respect of or in exchange for any or 
all of such additional shares, securities, warrants, options or other rights; 
and

          (c)  to the extent not covered by clauses (a) through (b) above, 
all proceeds of any or all of the foregoing Pledged Collateral.  For purposes 
of this Agreement, the term "proceeds" includes whatever is receivable or 
received when Pledged Collateral or proceeds are sold, exchanged, collected 
or otherwise disposed of, whether such disposition is voluntary or 
involuntary, and includes, without limitation, proceeds of any indemnity or 
guaranty payable to Pledgor or Secured Party from time to time with respect 
to any of the Pledged Collateral.

          SECTION 2.  SECURITY FOR OBLIGATIONS.  This Agreement secures, and 
the Pledged 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 Pledgor now 
or hereafter existing under or arising out of or in connection with the 
Guaranty 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 Pledgor, 
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 

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preference, fraudulent transfer or otherwise (all such obligations and 
liabilities being the "Underlying Debt"), and all obligations of every nature 
of Pledgor now or hereafter existing under this Agreement (all such 
obligations of Pledgor, together with the Underlying Debt, being the "Secured 
Obligations").

          SECTION 3.  DELIVERY OF PLEDGED COLLATERAL.  All certificates or 
instruments representing or evidencing the Pledged Collateral shall be 
delivered to and held by or on behalf of Secured Party pursuant hereto and 
shall be in suitable form for transfer by delivery or, as applicable, shall 
be accompanied by Pledgor's endorsement, where necessary, or duly executed 
instruments of transfer or assignment in blank, all in form and substance 
satisfactory to Secured Party.  Upon the occurrence and during the 
continuation of an Event of Default, Secured Party shall have the right, at 
any time in its discretion and without notice to Pledgor, to transfer to or 
to register in the name of Secured Party or any of its nominees any or all of 
the Pledged Collateral, subject only to the revocable rights specified in 
Section 7(a).  In addition, upon the occurrence and during the continuation 
of an Event of Default, Secured Party shall have the right at any time to 
exchange certificates or instruments representing or evidencing Pledged 
Collateral for certificates or instruments of smaller or larger 
denominations.  Secured party acknowledges that the certificates evidencing 
shares of common stock of SFHI must be held by or on behalf of Secured Party 
in the state of Nevada.

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

          (a)  DUE AUTHORIZATION, ETC. OF PLEDGED COLLATERAL.  All of the 
Pledged Shares have been duly authorized and validly issued and are fully 
paid and non-assessable.

          (b)  DESCRIPTION OF PLEDGED COLLATERAL.  The Pledged Shares 
constitute percentage interests of the issued and outstanding shares of stock 
of each of the Persons set forth on SCHEDULE I annexed hereto, and there are 
no outstanding warrants, options or other rights to purchase, or other 
agreements outstanding with respect to, or property that is now or hereafter 
convertible into, or that requires the issuance or sale of, any Pledged 
Shares.

          (c)  OWNERSHIP OF PLEDGED COLLATERAL.  Pledgor is the legal, record 
and beneficial owner of the Pledged Collateral free and clear of any Lien 
except for the security interest created by this Agreement and Permitted 
Liens.

          (d)  GOVERNMENTAL AUTHORIZATIONS.  No authorization, approval or 
other action by, and no notice to or filing with, any governmental authority 
or regulatory body is required for either (i) the pledge by Pledgor of the 
Pledged Collateral pursuant to this Agreement and the grant by Pledgor of the 
security interest granted hereby, (ii) the execution, delivery or performance 
of this Agreement by Pledgor, or (iii) the exercise by Secured Party of the 
voting or other rights, or the remedies in respect of the Pledged Collateral, 
provided for in this Agreement (except as may be required in connection with 
a disposition of Pledged Collateral by laws affecting the offering and sale 
of securities generally and as may be required under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended).

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          (e)  PERFECTION.  Assuming Secured Party's continued possession of 
the certificates representing the Pledged Shares, the pledge of the Pledged 
Collateral pursuant to this Agreement creates a valid and perfected first 
priority security interest in the Pledged Collateral, securing the payment of 
the Secured Obligations.

          SECTION 5.  OTHER LIENS; ADDITIONAL PLEDGED COLLATERAL; ETC.  
Pledgor shall:

          (a)  not (i) create or suffer to exist any Lien upon or with 
respect to any of the Pledged Collateral, except for the security interest 
under this Agreement or (ii) permit any issuer of Pledged Shares to merge or 
consolidate unless all the outstanding capital stock of the surviving or 
resulting corporation is, upon such merger or consolidation, pledged 
hereunder and no cash, securities or other property is distributed in respect 
of the outstanding shares of any other constituent corporation;

          (b)  (i) cause each issuer of Pledged Shares not to issue any stock 
or other securities in addition to or in substitution for the Pledged Shares 
issued by such issuer, except to Pledgor, and (ii) pledge hereunder, 
immediately upon its acquisition (directly or indirectly) thereof, any and 
all additional shares of stock or other securities of each issuer of Pledged 
Shares;

          (c)  promptly deliver to Secured Party all written notices received 
by it as holder of the Pledged Collateral; and

          (d)  pay promptly when due all taxes, assessments and governmental 
charges or levies imposed upon, and all claims against, the Pledged 
Collateral, except to the extent the validity thereof is being contested in 
good faith and for which adequate reserves have been established; PROVIDED 
that Pledgor 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 
Pledgor or any of the Pledged Collateral as a result of the failure to make 
such payment.

          SECTION 6.  FURTHER ASSURANCES; PLEDGE AMENDMENTS.

          (a)  Pledgor agrees that from time to time, at the expense of 
Pledgor, Pledgor 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 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 Pledged Collateral.  Without limiting the generality of the 
foregoing, Pledgor will: (i) execute and file such financing or continuation 
statements, or amendments thereto, control agreements 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 and (ii) at Secured 
Party's request, appear in and defend any action or proceeding that may 
affect Pledgor's title to or Secured Party's security interest in all or any 
part of the Pledged Collateral.

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          (b)  Pledgor further agrees that it will, upon obtaining any 
additional shares of stock or other securities required to be pledged 
hereunder as provided in Section 5(b), promptly (and in any event within five 
business days) deliver to Secured Party a Pledge Amendment, duly executed by 
Pledgor, in substantially the form of SCHEDULE II annexed hereto (a "Pledge 
Amendment"), in respect of the additional Pledged Shares to be pledged 
pursuant to this Agreement.  Pledgor hereby authorizes Secured Party to 
attach each Pledge Amendment to this Agreement and agrees that all Pledged 
Shares listed on any Pledge Amendment delivered to Secured Party shall for 
all purposes hereunder be considered Pledged Collateral; PROVIDED that the 
failure of Pledgor to execute a Pledge Amendment with respect to any 
additional Pledged Shares pledged pursuant to this Agreement shall not impair 
the security interest of Secured Party therein or otherwise adversely affect 
the rights and remedies of Secured Party hereunder with respect thereto.

          SECTION 7.  VOTING RIGHTS; DIVIDENDS; ETC.

          (a)  So long as no Event of Default (as defined in the Indenture) 
shall have occurred and be continuing:

          (i)  Pledgor shall be entitled to exercise any and all voting and
     other consensual rights pertaining to the Pledged Collateral or any part
     thereof for any purpose not inconsistent with the terms of this Agreement,
     the Indenture or the Consents;

          (ii) Pledgor shall be entitled to receive and retain, and to utilize
     free and clear of the lien of this Agreement, any and all dividends paid in
     respect of the Pledged Collateral; PROVIDED, HOWEVER, that any and all

               (A)  dividends, paid or payable other than in cash in respect of,
          and instruments and other property received, receivable or otherwise
          distributed in respect of, or in exchange for, any Pledged Collateral,

               (B)  dividends and other distributions paid or payable in cash in
          respect of any Pledged Collateral in connection with a partial or
          total liquidation or dissolution or in connection with a reduction of
          capital, capital surplus or paid-in-surplus, and

               (C)  cash paid, payable or otherwise distributed in redemption of
          or in exchange for any Pledged Shares,

     shall be, and shall forthwith be delivered to Secured Party to hold
     as, Pledged Collateral and shall, if received by Pledgor, be received
     in trust for the benefit of Secured Party, be segregated from the
     other property or funds of Pledgor and be forthwith delivered to
     Secured Party as Pledged Collateral in the same form as so received
     (with all necessary endorsements); and

          (iii)     Secured Party shall promptly execute and deliver (or cause
     to be executed and delivered) to Pledgor all such proxies, dividend payment
     orders and other instruments as Pledgor may from time to time reasonably
     request for the purpose of enabling Pledgor 

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     to exercise the voting and other consensual rights which it is entitled 
     to exercise pursuant to paragraph (i) above and to receive the dividends 
     which it is authorized to receive and retain pursuant to paragraph (ii) 
     above.

          (b)  Upon the occurrence and during the continuation of an Event of
     Default:

          (i)  upon written notice from Secured Party to Pledgor, all rights of
     Pledgor to exercise the voting and other consensual rights which it would
     otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease,
     and all such rights shall thereupon become vested in Secured Party who
     shall thereupon have the sole right to exercise such voting and other
     consensual rights;

          (ii) all rights of Pledgor to receive the dividends which it would
     otherwise be authorized to receive and retain pursuant to Section 7(a)(ii),
     at Secured Party's option, shall cease, and all such rights shall, at
     Secured Party's option, thereupon become vested in Secured Party who shall
     thereupon have the sole right to receive and hold as Pledged Collateral
     such dividends; and

          (iii)     all dividends which are received by Pledgor contrary to the
     provisions of paragraph (ii) of this Section 7(b) shall be received in
     trust for the benefit of Secured Party, shall be segregated from other
     funds of Pledgor and shall forthwith be paid over to Secured Party as
     Pledged Collateral in the same form as so received (with any necessary
     endorsements).

          (c)  In order to permit Secured Party to exercise the voting and 
other consensual rights which it may be entitled to exercise pursuant to 
Section 7(b)(i) and to receive all dividends and other distributions which it 
may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) 
Pledgor shall promptly execute and deliver (or cause to be executed and 
delivered) to Secured Party all such proxies, dividend payment orders and 
other instruments as Secured Party may from time to time reasonably request 
and (ii) without limiting the effect of the immediately preceding clause (i), 
Pledgor hereby grants to Secured Party an irrevocable proxy to vote the 
Pledged Shares and to exercise all other rights, powers, privileges and 
remedies to which a holder of the Pledged Shares would be entitled 
(including, without limitation, giving or withholding written consents of 
shareholders, calling special meetings of shareholders and voting at such 
meetings), which proxy shall be effective, automatically and without the 
necessity of any action (including any transfer of any Pledged Shares on the 
record books of the issuer thereof) by any other Person (including the issuer 
of the Pledged Shares or any officer or agent thereof), upon the occurrence 
and during the continuation of an Event of Default and which effectiveness 
shall terminate upon the earlier of (i) the Event of Default being waived or 
cured (subject to revival upon future Events of Default) and (ii) payment in 
full of the Secured Obligations.

          SECTION 8.  SECURED PARTY APPOINTED ATTORNEY-IN-FACT.  Pledgor 
hereby irrevocably appoints Secured Party as Pledgor's attorney-in-fact, with 
full authority in the place and stead of Pledgor and in the name of Pledgor, 
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 

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may deem necessary or advisable to accomplish the purposes of this Agreement, 
including, without limitation:

          (a)  to file one or more financing or continuation statements, or 
amendments thereto, relative to all or any part of the Pledged Collateral 
without the signature of Pledgor (to the extent permitted by applicable law);

          (b)  during the continuance of any Event of Default, to ask, 
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 
Pledged Collateral;

          (c)  during the continuance of any Event of Default, to receive, 
endorse and collect any instruments made payable to Pledgor representing any 
dividend, principal or interest payment or other distribution in respect of 
the Pledged Collateral or any part thereof and to give full discharge for the 
same; and

          (d)  during the continuance of any Event of Default, to file any 
claims or take any action or institute any proceedings that Secured Party may 
deem necessary or desirable for the collection of any of the Pledged 
Collateral or otherwise to enforce the rights of Secured Party with respect 
to any of the Pledged Collateral.

          SECTION 9.  SECURED PARTY MAY PERFORM.  If Pledgor 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 Pledgor under Section 13(b).

          SECTION 10.  STANDARD OF CARE.  The powers conferred on Secured 
Party hereunder are solely to protect its interest in the Pledged 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 Pledged Collateral 
in its possession and the accounting for moneys actually received by it 
hereunder, Secured Party shall have no duty as to any Pledged 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 Pledged 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 
Pledged Collateral) to preserve rights against any parties with respect to 
any Pledged 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 Pledged Collateral, or (d) initiating any action to protect the 
Pledged 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 Pledged Collateral in its possession if such 
Pledged Collateral is accorded treatment substantially equal to that which 
Secured Party accords its own property consisting of negotiable securities.

          SECTION 11.  REMEDIES.

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          (a)  If any Event of Default shall have occurred and be continuing, 
Secured Party may exercise in respect of the Pledged 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 Pledged Collateral), 
and Secured Party may also in its sole discretion, without notice except as 
specified below, sell the Pledged Collateral or any part thereof in one or 
more parcels at public or private sale, at any exchange or broker's board or 
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, 
irrespective of the impact of any such sales on the market price of the 
Pledged Collateral.  Secured Party or any Holder may be the purchaser of any 
or all of the Pledged Collateral at any such sale and Secured Party, as agent 
for and representative of Holders (but not any Holder or Holders in its or 
their respective individual capacities unless Requisite Holders shall 
otherwise agree in writing), shall be entitled, for the purpose of bidding 
and making settlement or payment of the purchase price for all or any portion 
of the Pledged Collateral sold at any such public sale, to use and apply any 
of the Secured Obligations as a credit on account of the purchase price for 
any Pledged 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 Pledgor, and Pledgor 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.  Pledgor agrees that, to the 
extent notice of sale shal be required by law, at least ten days' notice to 
Pledgor 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 Pledged 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.  Pledgor hereby waives any 
claims against Secured Party arising by reason of the fact that the price at 
which any Pledged 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 
Pledged Collateral to more than one offeree. If the proceeds of any sale or 
other disposition of the Pledged Collateral are insufficient to pay all the 
Secured Obligations, Pledgor shall be liable for the deficiency and the fees 
of any attorneys employed by Secured Party to collect such deficiency.

          (b)  Pledgor recognizes that, by reason of certain prohibitions 
contained in the Securities Act of 1933, as from time to time amended (the 
"Securities Act"), and applicable state securities laws, Secured Party may be 
compelled, with respect to any sale of all or any part of the Pledged 
Collateral conducted without prior registration or qualification of such 
Pledged Collateral under the Securities Act and/or such state securities 
laws, to limit purchasers to those who will agree, among other things, to 
acquire the Pledged Collateral for their own account, for investment and not 
with a view to the distribution or resale thereof.  Pledgor acknowledges that 
any such private sales may be at prices and on terms less favorable than 
those obtainable through a public sale without such restrictions (including, 
without limitation, a public offering made pursuant to a registration 
statement under the Securities Act) and Pledgor agrees that any such

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private sale shall be deemed to have been made in a commercially reasonable 
manner and that Secured Party shall have no obligation to engage in public 
sales and no obligation to delay the sale of any Pledged Collateral for the 
period of time necessary to permit the issuer thereof to register it for a 
form of public sale requiring registration under the Securities Act or under 
applicable state securities laws, even if such issuer would, or should, agree 
to so register it.

          (c)  If Secured Party determines to exercise its right to sell any 
or all of the Pledged Collateral, upon written request, Pledgor shall and 
shall cause each issuer (which is a Subsidiary of Pledgor) of any Pledged 
Shares to be sold hereunder from time to time to furnish to Secured Party all 
such information as Secured Party may request in order to determine the 
number of shares and other instruments included in the Pledged Collateral 
which may be sold by Secured Party in exempt transactions under the 
Securities Act and the rules and regulations of the Securities and Exchange 
Commission thereunder, as the same are from time to time in effect.

          SECTION 12.  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 Pledged Collateral may, in the discretion of Secured Party, be 
held by Secured Party as Pledged Collateral for, and/or then, or at any 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 reasonable compensation to
     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 Pledgor, 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 13;

          SECOND:  To the payment of all other Secured Obligations in such order
     as Secured Party shall elect; and

          THIRD:  To the payment to or upon the order of Pledgor, or to
     whosoever 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 13.  INDEMNITY AND EXPENSES.

          (a)  Pledgor 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.

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

          SECTION 14.  CONTINUING SECURITY INTEREST.  This Agreement shall 
create a continuing security interest in the Pledged Collateral and shall (a) 
remain in full force and effect until the indefeasible payment in full in 
cash, of all Secured Obligations, (b) be binding upon Pledgor, 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 Pledged Collateral shall revert to Pledgor.  Upon any 
such termination Secured Party will, at Pledgor's expense, execute and 
deliver to Pledgor such documents as Pledgor shall reasonably request to 
evidence such termination and Pledgor shall be entitled to the return, upon 
its request and at its expense, against receipt and without recourse to 
Secured Party, of such of the Pledged Collateral as shall not have been sold 
or otherwise applied pursuant to the terms hereof.

          SECTION 15.  AMENDMENTS; ETC.  No amendment, modification, 
termination or waiver of any provision of this Agreement, and no consent to 
any departure by Pledgor therefrom, shall in any event be effective unless 
approved by the Holders of a majority of the Outstanding Bonds and, in the 
case of any such amendment or modification, by Pledgor.  Any such waiver or 
consent shall be effective only in the specific instance and for the specific 
purpose for which it was given.

          SECTION 16.  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.

          To Secured Party:

          IBJ Schroder Bank & Trust Company
          One State Street
          New York, New York
          Attention:  Reorganization Operations Department

          To Pledgor:

                                      10

<PAGE>

          Santa Fe Gaming Corporation
          4949 North Rancho Drive
          Las Vegas, Nevada 89130
          Attention:  Chief Financial Officer

          SECTION 17.  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 18.  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 19.  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 20.  GOVERNING LAW; TERMS.  THIS AGREEMENT AND THE RIGHTS 
AND OBLIGATIONS OF THE PARTIES HEREUNDER 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 PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION 
OTHER THAN THE STATE OF NEVADA.  Unless otherwise defined herein, terms used 
in Articles 8 and 9 of the Uniform Commercial Code in the State of Nevada are 
used herein as therein defined.

          SECTION 21.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  ALL 
JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR 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 PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, 
GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID 
COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES 
TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS 
AGREEMENT.  Pledgor 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 Pledgor at its address provided in Section 16, 
such service being hereby acknowledged by Pledgor to be 

                                      11

<PAGE>

sufficient for personal jurisdiction in any action against Pledgor 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 or shall limit the right of Secured Party to bring 
proceedings against Pledgor in the courts of any other jurisdiction.

          SECTION 22.  WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY 
APPLICABLE LAW, PLEDGOR 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.  Pledgor and Secured Party each acknowledge 
that this waiver is a material inducement for Pledgor and Secured Party to 
enter into a business relationship, that Pledgor 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.  
Pledgor 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 23.  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. 

                                      12

<PAGE>

          IN WITNESS WHEREOF, Pledgor 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 Pledgor
                              
                              
                              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
               
                                     S-1

<PAGE>

                                  SCHEDULE I

          Attached to and forming a part of the Pledge Agreement dated as of 
November 30, 1998 between Santa Fe Gaming Corporation, as Pledgor, and IBJ 
Schroder Bank & Trust Company, as Secured Party.
          
          
          
                                    PART A
<TABLE>
<CAPTION>
                                              STOCK
                               CLASS OF    CERTIFICATE     PAR         NUMBER OF    PERCENTAGE
       STOCK ISSUER             STOCK          NOS.       VALUE         SHARES       INTEREST
       ------------            --------    -----------    -----        ---------    ----------
     <S>                       <C>         <C>            <C>          <C>          <C>
     SAHARA RESORTS             COMMON          1         NO PAR        10,000         100%
     SANTA FE HOTEL, INC.       COMMON          1         NO PAR         1,000         100%
     HACIENDA HOTEL, INC.       COMMON          1         NO PAR         1,000         100%
     SAHARA NEVADA CORP.        COMMON          1         NO PAR         1,000         100%
     SANTA FE COFFEE            COMMON          1         NO PAR           100         100%
</TABLE>

                                    I-1

<PAGE>

                                SCHEDULE II

                              PLEDGE AMENDMENT

          This Pledge Amendment, dated _____________, ____, is delivered 
pursuant to Section 6(b) of the Pledge Agreement referred to below.  The 
undersigned hereby agrees that this Pledge Amendment may be attached to the 
Pledge Agreement dated November __, 1998, between the undersigned and IBJ 
Schroder Bank & Trust Company, as Secured Party (the "Pledge Agreement," 
capitalized terms defined therein being used herein as therein defined), and 
that the Pledged Shares listed on this Pledge Amendment shall be deemed to be 
part of the Pledged Shares and shall become part of the Pledged Collateral 
and shall secure all Secured Obligations.
                              
                              SANTA FE GAMING CORPORATION, 
                              
                              
                              By:      
                                  ---------------------------------
                              Name:   
                              Title: 
          
          
<TABLE>
<CAPTION>
                                              STOCK
                               CLASS OF    CERTIFICATE     PAR         NUMBER OF    PERCENTAGE
       STOCK ISSUER             STOCK          NOS.       VALUE         SHARES       INTEREST
       ------------            --------    -----------    -----        ---------    ----------
     <S>                       <C>         <C>            <C>          <C>          <C>


</TABLE>

                                     II-1