EXHIBIT 10.15

                                 FIRST AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT

      This FIRST  AMENDMENT TO LOAN AND SECURITY  AGREEMENT  (this  "Amendment")
effective  as of the 22nd day of  September,  2003,  by and  among  WELLS  FARGO
FOOTHILL,  INC., a California corporation ("Lender"),  THE OLD EVANGELINE DOWNS,
L.L.C., a Louisiana  limited liability  company  ("Parent"),  THE OLD EVANGELINE
DOWNS CAPITAL  CORP.,  a Delaware  corporation  ("OED  Capital";  Parent and OED
Capital are referred to  hereinafter  each  individually,  as a "Borrower,"  and
individually and collectively, jointly and severally, as "Borrowers").

                              W I T N E S S E T H:

      WHEREAS,  Borrowers  and  Lender  are  parties  to that  certain  Loan and
Security Agreement dated as of June 24, 2003 (as amended, restated, supplemented
or otherwise modified from time to time, the "Loan Agreement");

      WHEREAS, Borrowers have requested that certain terms and conditions of the
Loan  Agreement be amended and Lender has agreed to the requested  amendments on
the terms and conditions set forth herein;

      NOW THEREFORE,  in consideration of the foregoing  premises and other good
and  valuable  consideration  paid by each party to the other,  the  receipt and
sufficiency of which are hereby acknowledged,  the parties hereby agree that all
capitalized  terms not otherwise defined herein shall have the meanings ascribed
to such terms in the Loan Agreement and further agree as follows:

      1. Amendments to Section 1.

      (a) Section 1.1 of the Loan Agreement, Definitions, is hereby modified and
amended  by  inserting  in   alphabetical   order   therein  the  following  new
definitions:

      ""FF&E Loan  Agreement"  means that certain  Loan and Security  Agreement,
      dated as of  September  22,  2003,  by and among  Borrowers,  the  lenders
      identified on the signature pages thereof, and Wells Fargo Foothill, Inc.,
      as the arranger and administrative agent for the lenders party thereto, as
      amended, restated, supplemented or otherwise modified from time to time."

      ""Syndication  Date"  means the date of the  effectiveness  of one or more
      assignments  by Lender  pursuant to Section 14.1 hereof or Section 14.1 of
      the FF&E Loan Agreement of any ratable part of the Obligations  (hereunder
      or as defined in the FF&E Loan  Agreement)  in an aggregate  amount of not
      less than $10,000,000; provided, however, that for purposes of determining
      the Syndication  Date, not more than $5,000,000 of such assignments of the
      Obligations  hereunder  shall be credited  toward the minimum  $10,000,000
      aggregate amount of all such assignments."


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      (b) Section 1.1 of the Loan Agreement, Definitions, is hereby modified and
amended by deleting  therefrom the  definitions  of "Maximum  Revolver  Amount",
"Miscellaneous  Indebtedness"  and "Permitted  Gaming  Equipment  Purchase Money
Indebtedness"  and  subsections  (h) and (m) from the  definition  of "Permitted
Lien",  in  each  case  in  their  entirety,  and  inserting  in  lieu  thereof,
respectively, the following:

      ""Maximum  Revolver  Amount"  means at any time (such  time,  the "Time of
      Determination") (a) prior to the Phase I Completion Date, $6,520,000,  (b)
      from  and  after  the  Phase I  Completion  Date but  prior to the  Second
      Anniversary Date, (i) prior to the Syndication  Date,  $9,000,000 and (ii)
      from and after the  Syndication  Date,  $15,000,000 and (c) from and after
      the  Second  Anniversary  Date,  the  greater  of  (i)  (A)  prior  to the
      Syndication Date,  $9,000,000 and (B) from and after the Syndication Date,
      $10,000,000,  or (ii) the aggregate  principal  amount of all Advances and
      Letter of Credit Usage  outstanding  hereunder  on the Second  Anniversary
      Date less any  repayments,  refinancings  or retirings of such  borrowings
      made  on or  after  the  Second  Anniversary  Date  through  the  Time  of
      Determination."

      ""Miscellaneous   Indebtedness"   means   Indebtedness   (other  than  the
      Obligations,  Permitted Gaming Equipment  Purchase Money  Indebtedness and
      Obligations  (as defined in the FF&E Loan  Agreement)  under the FF&E Loan
      Agreement,  but including Capitalized Lease Obligations),  in an aggregate
      amount outstanding at any one time not in excess of $7,500,000."

      ""Permitted Gaming Equipment Purchase Money  Indebtedness"  means Purchase
      Money Indebtedness  incurred from time to time to acquire Gaming Equipment
      in the ordinary course of business in an aggregate  amount  outstanding at
      any time not in excess of the sum of (a) $9,000,000 plus (b) the aggregate
      principal  amount of the Advances (as defined in the FF&E Loan  Agreement)
      which have been repaid."

      "(h) Liens securing Miscellaneous  Indebtedness;  provided that such Liens
      attach  solely to the  property  which is financed  by such  Miscellaneous
      Indebtedness;

      (m) Liens securing (i) Obligations (as defined in the FF&E Loan Agreement)
      under the FF&E Loan Agreement and (ii) Permitted Gaming Equipment Purchase
      Money  Indebtedness  so long  as  such  Lien  attaches  only to the  asset
      purchased or acquired and the proceeds thereof; and"

      2.  Amendment to Section 2.  Section  2.12(a)(ii)  of the Loan  Agreement,
Letters of Credit, is hereby modified and amended by deleting such subsection in
its entirety and inserting in lieu thereof the following:

      "(ii) the Letter of Credit Usage would exceed $5,200,000, or"



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      3. Amendments to Section 7.

      (a) Section 7.1(c) of the Loan Agreement, Indebtedness, is hereby modified
and amended by deleting  such  subsection  in its entirety and inserting in lieu
thereof the following:

      "(c) (i)  Indebtedness  under the FF&E Loan  Agreement  and  related  loan
      documents,   and  (ii)   Permitted   Gaming   Equipment   Purchase   Money
      Indebtedness;"

      (b) Section 7.8(a) of the Loan Agreement,  Prepayments and Amendments,  is
hereby  modified  and amended by deleting  such  subsection  in its entirety and
inserting in lieu thereof the following:

      "(a) Except in connection with a refinancing  permitted by Section 7.1(f),
      prepay, redeem,  defease,  purchase, or otherwise acquire any Indebtedness
      of any Borrower, other than the Obligations, Miscellaneous Indebtedness or
      Obligations  (as defined in the FF&E Loan  Agreement)  under the FF&E Loan
      Agreement in accordance with this Agreement, and"

      4. Amendment to Section 8. Section 8.12 of the Loan  Agreement,  Events of
Default,  is hereby  modified and amended by deleting  therefrom such section in
its entirety and inserting in lieu thereof the following:

      "8.12 If an "Event of Default"  occurs under,  and as defined in, the FF&E
      Loan  Agreement  and such "Event of  Default" is not waived in  accordance
      with the terms of the FF&E Loan Agreement."

      5.  No  other  Amendments.  Except  as  otherwise  expressed  herein,  the
execution,  delivery and  effectiveness of this Amendment shall not operate as a
waiver of any right,  power or remedy of Lender under the Loan  Agreement or any
of the other Loan  Documents,  nor  constitute a waiver of any  provision of the
Loan Agreement or any of the other Loan Documents.  Except for the amendment set
forth above,  the text of the Loan Agreement and all other Loan Documents  shall
remain  unchanged and in full force and effect and each Borrower hereby ratifies
and confirms its obligations  thereunder.  This Amendment shall not constitute a
modification  of the Loan  Agreement  or a course  of  dealing  with  Lender  at
variance with the Loan Agreement such as to require  further notice by Lender to
require  strict  compliance  with the terms of the Loan  Agreement and the other
Loan  Documents  in the  future,  except as  expressly  set forth  herein.  Each
Borrower  acknowledges  and expressly  agrees that Lender reserves the right to,
and does in fact, require strict compliance with all terms and provisions of the
Loan  Agreement and the other Loan  Documents.  No Borrower has any knowledge of
any  challenge  to  Lender's  claims  arising  under the Loan  Documents  or the
effectiveness of the Loan Documents.

      6.  Conditions  Precedent  to  Effectiveness.   This  Amendment  shall  be
effective  as of the date  first  written  above  (the  "Effective  Date")  upon
Lender's receipt of (a) a counterpart  hereof duly executed by each Borrower and
by Lender and (b) evidence that all conditions precedent to the effectiveness of
the FF&E Loan Agreement have been satisfied.



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<PAGE>

      7.  Representations and Warranties of Borrowers.  Each Borrower represents
and warrants as follows:

            (a) such Borrower is a limited liability company or corporation,  as
      the case may be,  organized,  validly  existing and in good standing under
      the laws of its state of formation or incorporation;

            (b) The execution, delivery and performance by such Borrower of this
      Amendment  are  within  such  Borrower's  company  powers,  have been duly
      authorized by all necessary  company action and do not contravene (i) such
      Borrower's  articles  or  certificate  of  formation,  or (ii)  any law or
      contractual restriction binding on or affecting such Borrower;

            (c) No authorization,  approval or other action by, and no notice to
      or filing with, any governmental  authority or regulatory body is required
      for the due execution,  delivery and  performance by such Borrower of this
      Amendment or any of the Loan Documents,  as amended hereby,  to which such
      Borrower is or will be a party;

            (d) This  Amendment  and each of the other Loan  Documents  to which
      such Borrower is a party,  constitute legal, valid and binding obligations
      of such  Borrower,  enforceable  against such Borrower in accordance  with
      their respective terms; and

            (e) No Default or Event of Default is existing.

      8. Counterparts.  This Amendment may be executed in multiple counterparts,
each of  which  shall  be  deemed  to be an  original  and all of  which,  taken
together, shall constitute one and the same agreement. In proving this Amendment
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 shall
be deemed an original signature hereto.

      9. Reference to and Effect on the Loan Documents.  Upon the  effectiveness
of this  Amendment,  on and after the date  hereof  each  reference  in the Loan
Agreement  to "this  Agreement",  "hereunder",  "hereof" or words of like import
referring to the Loan Agreement,  and each reference in the other Loan Documents
to "the  Loan  Agreement"  "thereunder",  "thereof"  or  words  of  like  import
referring  to the Loan  Agreement,  shall  mean and be a  reference  to the Loan
Agreement as amended hereby.

      10. Costs,  Expenses and Taxes.  Each Borrower agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution, and
delivery  of this  Amendment  and the  other  instruments  and  documents  to be
delivered  hereunder,  including,  without limitation,  the fees and expenses of
counsel for Lender with respect thereto.

      11.  Governing Law. This Amendment  shall be deemed to be made pursuant to
the laws of the  State of New  York,  without  regard  to the  conflict  of laws
principles  thereof other than Section 5-1401 and Section 5-1402 of the New York
General Obligations Law.



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      12. Loan Document.  This  Amendment  shall be deemed to be a Loan Document
for all purposes.

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      IN WITNESS  WHEREOF,  the parties  hereto have executed this  Amendment or
caused it to be executed under seal by their duly authorized officers, as of the
day and year first written above.

                                   BORROWERS:

                                    THE OLD-EVANGELINE DOWNS, L.L.C.

                                    By:  /s/ Natalie Schramm
                                       -------------------------------
                                       Its: Chief Financial Officer


                                    THE OLD EVANGELINE DOWNS CAPITAL CORP.,
                                    a Delaware corporation

                                    By:  /s/ Natalie Schramm
                                       -------------------------------
                                       Its: Chief Financial Officer


                                    LENDER:

                                    WELLS FARGO FOOTHILL, INC.

                                    By:  /s/ Rhonda Noell
                                       -------------------------------
                                       Its: S.V.P.