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                                                                   EXHIBIT 10.10

                               FIRST AMENDMENT TO
                        SECOND FLOOR NON-GAMING SUBLEASE


         THIS FIRST AMENDMENT TO SECOND FLOOR NON-GAMING SUBLEASE (the "First
Amendment"), dated as of February 7, 2002, is made by and between Jazz Casino
Company, L.L.C., a Louisiana limited liability company ("Sublessor") and JCC
Development Company, L.L.C., a Louisiana limited liability company
("Sublessee").

         WHEREAS, Sublessor and Sublessee did enter into that certain Second
Floor Non-Gaming Sublease, dated on or around October 26, 1998 (the "Sublease");

         WHEREAS, Sublessor did sublease to Sublessee the Premises as more fully
described therein;

         WHEREAS, on or about March 28, 2001, the Mayor of the City of New
Orleans, the Rivergate Development Corporation and Sublessor executed the First
Amendment to Amended and Restated Lease Agreement;

         WHEREAS, by Ordinance No. 20515 M.C.S., the City Council of New Orleans
approved this First Amendment and further authorized the Rivergate Development
Corporation to execute this First Amendment thereby acknowledging, accepting and
consenting to the changes more fully set forth herein;

         NOW THEREFORE IN CONSIDERATION OF THE FOREGOING, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.       All capitalized terms utilized herein but not otherwise
                  defined herein have the meaning ascribed to them in the
                  Sublease.


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         2.       Section 4.5 of the Sublease is hereby deleted in its entirety
                  and amended to read as follows:

                  "4.5 Sublessee shall be bound by and agree to all of the
                  terms, conditions, prohibitions and restrictions concerning
                  permitted uses contained in the Amended and Restated Lease
                  between JCC, City of New Orleans and the Rivergate Development
                  Corporation, and any amendments thereto, including but not
                  limited to section 8.1 and 8.4 thereof."

         3.       In the event of any conflict between any of the terms and
                  conditions of the Sublease and the First Amendment, the terms
                  and conditions of this Sublease shall prevail unless such
                  interpretation would render the provisions of this First
                  Amendment nugatory.

         4.       The effective date of this First Amendment is the date of
                  execution by all parties.

         5.       Except as specifically amended and stipulated herein, the
                  Sublease, together with each and every prior amendment,
                  extension and supplement thereto, continues uninterrupted in
                  full force and effect as to all of its terms and conditions,
                  which said Sublease, as further hereby amended, is hereby
                  ratified and confirmed in all respects.

         THUS DONE AND EXECUTED by the undersigned parties as of the date first
herein set forth.


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WITNESSES                                    SUBLESSOR:

                                             JAZZ CASINO COMPANY, L.L.C., A
                                             LOUISIANA LIMITED LIABILITY COMPANY

/s/ [ILLEGIBLE]                              BY:     /s/ L. CAMILLE FOWLER
------------------------------------            --------------------------------
                                             NAME:       L. CAMILLE FOWLER
                                                  ------------------------------
/s/ JOHN W. HOLMES                           TITLE:      VICE PRESIDENT
------------------------------------               -----------------------------


WITNESSES                                    SUBLESSEE:

                                             JCC DEVELOPMENT
                                             COMPANY, L.L.C. A LOUISIANA
                                             LIMITED LIABILITY COMPANY

/s/ [ILLEGIBLE]                              BY:    /s/ L. CAMILLE FOWLER
------------------------------------            --------------------------------
                                             NAME:      L. CAMILLE FOWLER
                                                  ------------------------------
/s/ JOHN W. HOLMES                           TITLE:     VICE PRESIDENT
------------------------------------               -----------------------------



ACKNOWLEDGED BY AND CONSENTED TO
BY LANDLORD:

RIVERGATE DEVELOPMENT CORPORATION,
A LOUISIANA PUBLIC-BENEFIT CORPORATION

BY:     /s/ HELEN S. KOHLMAN
   --------------------------------------
NAME:      HELEN S. KOHLMAN
     ------------------------------------
TITLE:     PRESIDENT
      -----------------------------------


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HOTEL LANGUAGE

          Landlord, City and Tenant hereby agree that it is in the best
interests of all said parties, and that the purposes of the Lease are best
served, if Tenant and/or its designee is able to utilize those certain parcels
of real property more fully described on Exhibit " " attached hereto (the
"Fulton Property") for the anticipated development of a hotel, as authorized by
La. R.S. 27:243(C)(2), as may be amended from time to time. Landlord and City
acknowledge that the Fulton Property is zoned CBD-1 and that a hotel is a
permitted use thereon. Landlord agrees to support, assist and cooperate with
Tenant and/or its designee in the approval process for development of a hotel on
the Fulton Property. City also agrees, subject to any and all reviews or other
requirements of applicable local law, to support the development of a hotel on
the Fulton Property.