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                                                                  Exhibit 10.10

                       SECOND AMENDMENT TO LOAN AGREEMENT



                  SECOND AMENDMENT TO LOAN AGREEMENT, dated April 10, 2004
between and among Vestin Mortgage, Inc. ("Lender"), Mid-State Raceway, Inc.
("Raceway") and Mid-State Development Corporation ("Development" and Raceway and
Development collectively the "Borrower").

                                   WITNESSETH

                  WHEREAS, the Lender and the Borrower entered into a certain
Loan Agreement dated June 30, 2003 and amended the same on November 21, 2003, by
document entitled "First Amendment to Loan Agreement" (which Loan Agreement, as
so amended being referred to herein as the "Loan Agreement", the terms,
conditions and definitions of which are hereby incorporated herein by reference
`with the same full force and effect as of set forth herein in full); and

                  WHEREAS, the parties hereto desire to further amend the Loan
Agreement to provide for the deposit by the Borrower of additional sums in the
Interest Reserve established pursuant to the provisions of subparagraph 5(b) of
the Loan Agreement, upon the terms and conditions hereinbelow set forth.

                  NOW THEREFORE, in consideration of the premises and the terms,
covenants and conditions hereinbelow set forth, the parties hereto do hereby
agree as follows:

         1.       Paragraph 5(b) of the Loan Agreement is hereby amended by
                  restating the same to read in its entirety, as amended, as
                  follows:

                  "(b) deposit with the Lender (out of the proceeds of the
                  Initial Disbursement) as an interest reserve (the "interest
                  Reserve") the amount of

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         $1,686,666.66; the proceeds of which Interest Reserve (together with
         such other and further sums as the Borrower shall from time to time
         and at one or more times deposit therein) the Lender shall apply in
         satisfaction of the first to mature interest payment obligations of
         the Borrower under the Note; and".

2.       In order to induce the Lender to execute and perform this agreement
         ("Second Amendment") the Borrower does hereby represent, warrant,
         covenant and agreement that each of Raceway and Development: has the
         full power and authority to execute, deliver and perform this Second
         Amendment; has taken all action necessary to authorize the execution,
         delivery and performance of this Second Amendment; that the execution,
         delivery and performance of this Second Amendment does not violate the
         constitutional documents of Raceway or Development, respectively, any
         agreement to which either of them is a party or by which either of them
         is bound, or any law; and upon the execution and delivery hereof by an
         officer of Raceway and Development, respectively, this Second Amendment
         shall be valid and binding upon each of Raceway and Development and
         fully enforceable in accordance with its terms.


3.       The agreement sets forth the entire agreement among the parties hereto
         with respect to the subject matter herein contained; shall be governed
         and construed in accordance with the laws of the State of Nevada;
         cannot be altered, amended, modified, terminated or rescinded except by
         a writing executed by all of the parties hereto; and shall inure to the
         benefit of and be

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                  binding upon the parties hereto and their respective
                  successors, transferees and assigns.

                  IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.

                                   Mid-State Raceway, Inc.


                                   By: /s/ William B. Thornton


                                   Mid-State Development Corporation

                                   By: /s/ William B. Thornton

                                   Vestin Mortgage, Inc.


                                   By: /s/ Daniel B. Stubbs



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