TRADEMARK SECURITY AGREEMENT

Exhibit 2.17

TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 20th day of December, 2004, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and XXXXX FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group and the Bank Product Provider (together with its successors, “Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among B & B B, INC., a Nevada corporation (“B&BB”), CASABLANCA RESORTS, LLC, a Nevada limited liability company (“CBR”), OASIS INTERVAL MANAGEMENT, LLC, a Nevada limited liability company (“OIM”), OASIS INTERVAL OWNERSHIP, LLC, a Nevada limited liability company (“OIO”), OASIS RECREATIONAL PROPERTIES, INC., a Nevada corporation (“ORC”), RBG, LLC, a Nevada limited liability company (“RBG”), and VIRGIN RIVER CASINO CORPORATION, a Nevada corporation (“VRCC”; B&BB, CBR, OIM, OIO, ORC, RBG, and VRCC, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (“Lenders”) and Agent, the Lender Group is willing to make certain financial accommodations available to Borrowers pursuant to the terms and conditions thereof; and

WHEREAS, the members of the Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit Agreement, but only upon the condition, among others, that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Provider, that certain Security Agreement dated of even date herewith (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender Group and the Bank Product Provider, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement and/or the Credit Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Each Grantor hereby grants to Agent, for the benefit of the Lender Group and the Bank Product Provider, a continuing first priority security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):

(a)           all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto;

(b)           all reissues, continuations or extensions of the foregoing;

(c)           all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual Property License; and

(d)           all products and proceeds of the foregoing, including, without limitation, any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Intellectual Property License.

The foregoing to the contrary notwithstanding, “Trademark Collateral” shall not include the Excluded Assets.

3.             SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Provider, pursuant to the Security Agreement.  Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

4.             AUTHORIZATION TO SUPPLEMENT.  If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration.   Without limiting Grantors’ obligations under this Section 4, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of Grantors.  Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I.

5.             COUNTERPARTS.  This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Trademark Security Agreement or any other Loan Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

[signature page follows]

2

IN WITNESS WHEREOF, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

GRANTORS:	B & B B, INC.,
	a Nevada corporation
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name			Xxxxxx X. Xxxxx, Xx.
	Title:			Chief Executive Officer
	CASABLANCA RESORTS, LLC,
	a Nevada limited liability company
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name			Xxxxxx X. Xxxxx, Xx.
	Title:			Manager of its Manager, RBG, LLC
	OASIS INTERVAL MANAGEMENT, LLC,
	a Nevada limited liability company
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name			Xxxxxx X. Xxxxx, Xx.
	Title:			Manager
	OASIS INTERVAL OWNERSHIP, LLC,
	a Nevada limited liability company
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name			Xxxxxx X. Xxxxx, Xx.
	Title:			Manager

	OASIS RECREATIONAL PROPERTIES, INC.,
	a Nevada corporation
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name			Xxxxxx X. Xxxxx, Xx.
	Title:			President
	RBG, LLC,
	a Nevada limited liability company
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name:			Xxxxxx X. Xxxxx, Xx.
	Title:			Manager
	VIRGIN RIVER CASINO CORPORATION,
	a Nevada corporation
	By:			/s/ Xxxxxx X. Xxxxx, Xx.
	Name:			Xxxxxx X. Xxxxx, Xx.
	Title:			Chief Executive Officer

	ACCEPTED AND ACKNOWLEDGED BY:
	XXXXX FARGO FOOTHILL, INC., as Agent
	By:			/s/ Xxxx Xxxxxx
	Name:			Xxxx Xxxxxx
	Title:			Vice President

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

Trademark Registrations/Applications*

Grantor Country Xxxx Application/
Registration No. App/Reg
Date

Trade Names*

Common Law Trademarks*

Trademarks Not Currently In Use*

Trademark Licenses*

*              Registrants agree to furnish supplementally a copy of the omitted schedules to the Securities Exchange Commission upon its request.