Exhibit 4.22

                              SUBSIDIARY GUARANTEE

     The Subsidiary Guarantors listed below (hereinafter referred to as the
"Subsidiary Guarantors," which term includes any successors or assigns under the
Indenture and any additional Subsidiary Guarantors), have 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 11 7/8% Senior Secured Notes due 2009 (the "Notes") of Gameco, 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 each 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 each 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.

     This Subsidiary Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Subsidiary
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

     The Obligations of each Subsidiary Guarantor under its 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 14, 2002

                             COLONIAL HOLDINGS, INC.



                             By: /s/ Ian M. Stewart
                                 ----------------------
                             Name: Ian M. Stewart
                             Title: President



                            Schedule to Exhibit 4.22

                                Omitted Documents

Document                     Party

Subsidiary Guarantee         Colonial Downs, L.P.

Subsidiary Guarantee         Stansley Racing Corp.