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EXHIBIT 4.38  


 
 

SUBSIDIARY GUARANTEE    
    


        The Subsidiary Guarantor listed below (hereinafter referred to as the "Subsidiary Guarantor," which term includes any successors or assigns under the Indenture
and any additional Subsidiary Guarantors), has irrevocably and unconditionally guaranteed the Guarantee Obligations, which include that: (a) the principal of, and premium and interest and
Additional Interest, if any, on the 117/8% Senior Secured Notes due 2009 (the "Notes") of Gameco, Inc. (renamed Jacobs Entertainment, Inc., the "Company"), shall be duly
and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on overdue principal, and premium, if any, and (to the extent permitted by law) interest on any
interest, if any, on the Notes and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes or under the Collateral Documents (including fees, expenses or other)
shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 


        The
Obligations of the Subsidiary Guarantor to the Holders and to the Trustee pursuant to this Subsidiary Guarantee and this Indenture are expressly set forth in Article 12 of the
Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. The Obligations are secured by a pledge of the Collateral pursuant to Articles 10 and 11 of
the Indenture and the Collateral Documents. 


        No
stockholder, officer, director or incorporator, as such, past, present or future of each Subsidiary Guarantor shall have any liability under this Subsidiary Guarantee by reason of his
or its status as such stockholder, officer, director or incorporator. 


        Except
as set forth in the Indenture, this is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Subsidiary Guarantor and its successors and
assigns until full and final payment of all of the Company's Obligations under the Notes and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders,
and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collectibility. 


        The
Obligations of the Subsidiary Guarantor under this Subsidiary Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under
applicable law. 


        THE
TERMS OF ARTICLE 12 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. 


        Capitalized
terms used herein have the same meanings given in this Indenture unless otherwise indicated. 


Dated
as of June 4, 2003 



	

 	
 	

COLONIAL DOWNS, LLC
	

 	
 	

By:	
 	

COLONIAL HOLDINGS, INC. its Manager
	

 	
 	

By:	
 	

/s/  IAN M. STEWART      

	 	 	Name:	 	Ian M. Stewart
	 	 	Title:	 	President













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SUBSIDIARY GUARANTEE