PLEDGE AGREEMENT

This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this Pledge Agreement), dated as of June 5, 2006, is made by MILLENNIUM GAMING, INC., a Nevada corporation (MGI), and MGIM, LLC, a Nevada limited liability company (MGIM, and together with MGI, the Pledgor), in favor of BANK OF AMERICA, N.A., as the administrative agent (together with any successor thereto in such capacity, the Administrative Agent) for each of the Secured Parties.

W I T N E S S E T H:

WHEREAS, pursuant to a Credit Agreement, dated as of January 5, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the Credit Agreement), among Cannery Casino Resorts, LLC, a Nevada limited liability company (CCR), The Cannery Hotel and Casino, LLC, a Nevada limited liability company (CHC), Nevada Palace, LLC, a Nevada limited liability company (Nevada Palace, LLC) and Rampart Resort Management, LLC, a Nevada limited liability company (Rampart; Rampart, Nevada Palace, LLC, CHC, CCR  and any other entity that may from time to time be joined as a borrower under the Credit Agreement are individually a Borrower and collectively, the Borrowers), the various financial institutions (individually, a Lender and collectively, the Lenders) as are, or may from time to time become, parties thereto and the Administrative Agent for the Lenders, the Lenders and the L/C Issuer have extended Commitments to make Credit Extensions to the Borrower;

WHEREAS, as a condition precedent to the making of the Credit Extensions (including the initial Credit Extension) under the Credit Agreement, the Pledgor is required to execute and deliver this Pledge Agreement;

WHEREAS, MGI is the owner of 66 2/3% of the Membership Interests of CCR and MGIM is the owner of 33 1/3% of the Membership Interests of CCR;

WHEREAS, the Pledgor has duly authorized the execution, delivery and performance of this Pledge Agreement; and

WHEREAS, it is in the best interests of the Pledgor to execute this Pledge Agreement inasmuch as the Pledgor will derive substantial direct and indirect benefits from the Credit Extensions made from time to time to the Borrowers by the Lenders and the L/C Issuer pursuant to the Credit Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders and the L/C Issuer to make Credit Extensions (including the initial Credit Extension) to the Borrowers pursuant to the Credit Agreement, and to induce the Secured Parties to enter into Swap Contracts, the Pledgor agrees, for the benefit of each Secured Party, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.                Certain Terms.  The following terms when used in this Pledge Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

Administrative Agent is defined in the preamble.

Borrower and Borrowers are defined in the first recital.

CCR is defined in the first recital.

CHC is defined in the first recital.

Collateral is defined in Section 2.1.

Credit Agreement is defined in the first recital.

Distributions means all non-cash distributions, non-cash dividends, liquidating dividends or Membership Interests resulting from (or in connection with the exercise of) splits, reclassifications, warrants, options, non-cash dividends, mergers, consolidations, and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to the Membership Interests, but shall not include Dividends.

Dividends means cash dividends and cash distributions with respect to the Membership Interests made in the ordinary course of business and not as a liquidating dividend.

Lender and Lenders are defined in the first recital.

 Membership Agreement means that certain Operating Agreement for Mendenhall Millenium, LLC, predecessor to CCR, made and entered into as of June 1, 2001, as such agreement may be amended, supplemented, amended and restated or otherwise modified from time to time.

Membership Interests means all of the right, title and interest of the Pledgor, whether now existing or hereafter arising, in and to CCR as a member thereof.

Pledge Agreement is defined in the preamble.

 Pledgor is defined in the preamble.

Rampart is defined in the first recital.

Secured Obligations is defined in Section 2.2.

Securities Act is defined in Section 6.2.

2

U.C.C. means the Uniform Commercial Code, as in effect from time to time in the State of Nevada.

SECTION 1.2.                Credit Agreement Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Pledge Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.

SECTION 1.3.                U.C.C. Definitions.  Unless otherwise defined herein or in the Credit Agreement or the context otherwise requires, terms for which meanings are provided in the U.C.C. are used in this Pledge Agreement, including its preamble and recitals, with such meanings.

ARTICLE II

PLEDGE

SECTION 2.1.                Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations, the Pledgor hereby pledges, assigns, grants a continuing security interest in and lien on, and delivers to the Administrative Agent for the ratable benefit of the Secured Parties, all right, title and interest of the Pledgor, whether now existing or hereafter arising, in and to the Membership Interests described in Item A of Schedule 1 hereto and all rights to receive any distributions or payments due or to become due to the Pledgor in respect of its Membership Interests under the terms of the Membership Agreement and all other economic benefits of the Pledgors interest in CCR, whether cash, property, or otherwise, at any time owing or payable to the Pledgor on account of its interest in CCR, and the right (but not the obligation) to become a substitute member in CCR, other than dividends or distributions permitted to be paid pursuant to Section 7.06(b) of the Credit Agreement, which shall not constitute Collateral until the Administrative Agent shall have given the Borrowers notice of the existence and continuance of an Event of Default pursuant to Section 7.11(a) of the Credit Agreement (the Collateral).  This pledge and security interest is for collateral purposes only, and the Administrative Agent shall not, by virtue of this Pledge Agreement, or its receipt of any distributions or other amounts from CCR, be deemed to be a member in CCR, or to have assumed or become liable for any obligation of CCR or the Pledgor.  In case the Pledgor shall acquire any additional Membership Interests in CCR by purchase or otherwise, then the Pledgor does hereby grant a continuing security interest therein and shall forthwith deliver to any tangible evidence thereof and appropriately pledge such Membership Interests to the Administrative Agent under this Pledge Agreement.  The Pledgor agrees that the Administrative Agent may from time to time attach as Item A of Schedule I hereto an updated list of the Membership Interests at such time pledged hereunder.

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