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EXHIBIT 4.40    
    


COLONIAL
DOWNS, LLC

10515 Colonial Downs Parkway

New Kent, Virginia 23124 


June 4,
2003 


Wells
Fargo Bank Minnesota, National Association

Corporate Trust Services

213 Court Street—Suite 902

Middletown, CT 06457 


Ladies
and Gentlemen: 


        Reference
is made to that certain security agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security
Agreement"; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of February 8,
2002, among Gameco, Inc. (renamed Jacobs Entertainment, Inc., the "Issuer"), each of the Guarantors listed on the signature
pages thereto or from time to time party thereto by execution of a joinder agreement, and Wells Fargo Bank Minnesota, National Association, as Trustee (in such capacity and together with any
successors in such capacity, the "Trustee"). 


        This
letter supplements the Security Agreement and is delivered by the undersigned, COLONIAL DOWNS, LLC, a Virginia limited liability company (the "New
Pledgor"), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor
and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement
on the execution date of the Security Agreement and without limiting the generality of the foregoing, hereby grants and pledges to the Trustee, for its benefit and for the benefit of the Secured
Parties, as collateral security
for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its
right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the
representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement. 



        Attached
hereto are supplements to each of the schedules to the Security Agreement with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement. 


        This
agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. 



        THIS
AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 







 



        IN
WITNESS WHEREOF, the New Pledgor has caused this letter agreement to be executed and delivered by its duly authorized officer as of the date first above written. 



	

 	
 	

 	
 	

COLONIAL DOWNS, LLC
	

 	
 	

 	
 	

By:	
 	

COLONIAL HOLDINGS, INC. its Manager
	

 	
 	

 	
 	

By:	
 	

/s/  IAN M. STEWART      
 Name: Ian M. Stewart

Title: President
	

AGREED TO AND ACCEPTED:	
 	

 	
 	

 
	

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee	
 	

 	
 	

 
	

By:	
 	

 Name:

Title:	
 	

 	
 	

 




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SCHEDULE 1.1(a)  


 Initial Pledged Interests


Pledgor: Colonial Downs, LLC  


NONE  


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EXHIBIT 4.40