**EXHIBIT4.44**

 

**AMENDMENT NO. 2 to SECURITY AGREEMENT**

 

This Security Pledge Amendment, dated as of March     ,2005, is delivered pursuant to Section 5.1 of that certain securityagreement (as amended, amended and restated, supplemented or otherwise modifiedfrom time to time, the “Security Agreement”; capitalized terms used butnot otherwise defined herein shall have the meanings assigned to such terms inthe Security Agreement), dated as of February 8, 2002, among Gameco, Inc. (the “Issuer”),the undersigned, the other Guarantors from time to time party thereto and WellsFargo Bank, National Association, as Trustee (in such capacity and togetherwith any successors in such capacity, the “Trustee”).  The undersigned hereby agrees that thisPledge Amendment may be attached to the Security Agreement and that the PledgedSecurities and/or Intercompany Notes listed on this Pledge Amendment shall bedeemed to be and shall become part of the Pledged Collateral and shall secureall Secured Obligations.

 

This Pledge Amendment shall be governed by and construed inaccordance with the laws of the State of New York, as applied to contracts madeand performed within the State of New York, without regard to principles ofconflicts of law.  The undersigned agreesto submit to the jurisdiction of the courts of the State of New York in anyaction or proceeding arising out of or relating to this Pledge Amendment.

 

PLEDGED SECURITIES

 
| **ISSUER**                                                   | ** ** | **CLASS  OF STOCK  OR  INTERESTS** | ** ** | **CERTIFICATE  NO(S).** | ** ** | **PERCENTAGE OF ALL  ISSUED CAPITAL OR  OTHER EQUITY  INTERESTS OF ISSUER** | ** ** |
|--------------------------------------------------------------|------------|------------------------------------|------------|-------------------------|------------|-----------------------------------------------------------------------------|------------|
| Jalou Breaux  Bridge, LLC                                    |       | Membership Interests               |       | 1                       |       | 100                                                                         | %          |
| Jalou  Eunice, LLC        |       | Membership Interests               |       | 1                       |       | 100                                                                         | %          |
| Jalou of  Jefferson, LLC                                     |       | Membership Interests               |       | 1                       |       | 100                                                                         | %          |

 

INTERCOMPANY NOTES

 
| **ISSUER** | ** ** | **PRINCIPAL  AMOUNT** | ** ** | **DATE OF  ISSUANCE** | ** ** | **INTEREST  RATE** | ** ** | **MATURITY  DATE** | ** ** |
|------------|------------|-----------------------|------------|-----------------------|------------|--------------------|------------|--------------------|------------|
|       |       |                  |       |                  |       |               |       |               |       |
|       |       |                  |       | None                  |       |               |       |               |       |

 

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|                                               | JALOU, LLC, a Louisiana limited liability  company, as Pledgor |
|----------------------------------------------------|----------------------------------------------------------------|
|                                               |                                                           |   |
|                                               |                                                           |   |
|                                               | By:                                                            | /s/ Ian M. Stewart |   |
|                                               |                                                           | Ian M. Stewart |
|                                               |                                                           | President and Manager |
|                                               |                                                           |   |
| AGREED TO AND ACCEPTED:                            |                                                           |   |
|                                               |                                                           |   |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee |                                                           |   |
|                                               |                                                           |   |
|                                               |                                                           |   |
| By:                                                | /s/ Joseph P. O’Donnell                                   |   |   |   |
|                                               | Name: Joseph P. O’Donnell                                 |   |   |
|                                               | Title: Assistant Vice President                                |   |   |
|                                                    |                                                                |  |  |  |  |

 

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