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                                                                     EXHIBIT 4.2

                        FIRST AMENDMENT TO LOAN AGREEMENT

                  FIRST AGREEMENT TO LOAN AGREEMENT, dated November , 2003
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 (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, pursuant to the terms and conditions of the Loan
Agreement the Assignment of Contracts and Permits, Assignment of Leases,
Environmental Indemnity, Security Agreement (collectively the "Ancillary
Collateral Documents") were executed by the respective parties thereto on June
30, 2003; and

                  WHEREAS, the parties hereto desire to amend the Loan Agreement
and the Ancillary Collateral Documents to provide for the increase in the amount
of the Loan by $3,000,000.00 from $23,000,000.00 to $26,000,000.00 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.       The Loan Agreement is hereby amended as follows:

                                    (a)      The term "Loan" shall be and mean
                           the aggregate amount of TWENTY SIX MILLION
                           ($26,000,000.00) DOLLARS; and any and all references
                           in the Loan Agreement to the sum of $23,000,000.00
                           shall be and mean, from and after the date hereof,
                           the sum of $26,000,000.00;

                                    (b)      The term "Mortgage" shall include
                           (i) the Consolidated and Restated Mortgage,
                           Assignment of Leases and Rents, Security Agreement
                           and Fixture Filing from Raceway to Lender dated as of
                           the date hereof, encumbering that portion of the
                           Property owned by Raceway and securing all of
                           Borrower's obligations under the Note and the other
                           Loan Documents, (ii) the Mortgage, Assignment of
                           Leases and Rents, Security Agreement and Fixture
                           Filing from Raceway to Lender dated as of the

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                           date hereof, encumbering that portion of the Property
                           owned by Raceway and securing all of Borrower's
                           obligations under the Note and the other Loan
                           Documents, and (iii) the Mortgage, Assignment of
                           Leases and Rents, Security Agreement and Fixture
                           Filing from Development to Lender dated as of the
                           date hereof, encumbering that portion of the Property
                           owned by Development and securing all of Borrower's
                           obligations under the Note and the other Loan
                           Documents;

                                    (C))     The term "Note" shall include (i)
                           the Consolidated Secured Promissory Note dated as of
                           the date hereof, from Borrower to the order of Lender
                           in the original stated principal amount of up to
                           Twenty Six Million ($26,000,000.00) Dollars, as the
                           same may be modified or amended from time to time,
                           and (ii) the Secured Promissory Note dated as of the
                           date hereof, from Borrower to the order of Lender in
                           the original stated principal amount of up to Three
                           Million ($3,000,000.00) Dollars, as the same may be
                           modified or amended from time to time.

                                    (d)      The reference in subparagraph 2(C))
                           of the Loan Agreement to the sum of $2,700,000.00
                           shall be and mean, from and after the date hereof,
                           the sum of $5,700,000.00;

                                    (e)      The reference in subparagraph 4(a)
                           of the Loan Agreement to the sum of $2,700,000.00
                           shall be and mean, from and after the date hereof,
                           the sum of $5,700,000.00; and

                                    (f)      The Loan Agreement shall be amended
                           to include a new subparagraph designated as "4(f)"
                           which shall read in its entirety as follows:

                           "4(f) At the time of the making of the first Advance
                           in excess of $2,700,000.00 the Borrower shall pay to
                           the Lender (out of the proceeds of such Advance) an
                           additional Commitment and Loan Fee in the amount of
                           $150,000.00."

                                    (g) Exhibit "B-2" of the Loan Agreement
                           shall be amended to provide that the sum of
                           $5,700,000.00 shall be utilized for the construction
                           and furnishing of the VLT Facility; expenses incurred
                           in connection with the "start-up" of the operation of
                           the VLT Facility; and for working capital.

                  2.       In order to induce the Lender to execute and perform
                  this agreement ("First Amendment") the Borrower does hereby:

                                    (a)      remake as of the date hereof, each
                           of the representation, warranties and agreements set
                           forth in Paragraph 7 of the Loan Agreement

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                           except as set forth on Exhibit "A" annexed hereto and
                           made a part hereof; and

                                    (b)      represent, warrant, covenant and
                           agreement that each of Raceway and Development: has
                           the full power and authority to execute, deliver and
                           perform this First Amendment, the Note and Mortgage;
                           has taken all action necessary to authorize the
                           execution, delivery and performance of this First
                           Amendment, the Note and MOrtgage; and that the
                           execution, delivery and performance of this First
                           Amendment and the Note and Mortgage , 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 First Amendment, the
                           Note and the Mortgage shall be valid and binding upon
                           each of Raceway and Development and fully enforceable
                           in accordance with its respective terms.

                  3.       Each of the Ancillary Collateral Documents shall be
                  and be deemed to be amended to provide that from and after the
                  date hereof any and all references therein respectively to the
                  Loan Agreement, the Loan, the Note and/or the Mortgage shall
                  be and mean such terms as respectively defined in the Loan
                  Agreement as herein amended.

                  4.       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 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 _______________________________
                                    Hoolae Paoa, President

                                    Mid-State Development Corporation

                                    By _______________________________

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                                    Hoolae Paoa, President

                                    Vestin Mortgage, Inc.

                                    By _______________________________