THIRD AMENDMENT TO SECURITY AGREEMENT (MTRI)

             (i)          That certain Amended and Restated Credit Agreement executed under date of August 15, 2000 (the "Existing Credit Agreement") by Debtor, Mountaineer Park, Inc., a West Virginia corporation, Speakeasy Gaming of Las Vegas, Inc., a Nevada corporation and Speakeasy Gaming of Reno, Inc., a Nevada corporation (collectively, "Existing Borrowers"), the Lenders party thereto (together with their successors and assigns, the "Lenders"), the Swingline Lender party thereto (together with its successors and assigns, the "Swingline Lender") and Secured Party, pursuant to which, among other things: (aa) the Lenders provided a reducing revolving credit facility to the Existing Borrowers with an initial maximum principal amount of Sixty Million Dollars ($60,000,000.00) (the "Existing Credit Facility"); and (bb) the Swingline Lender provided a swingline subfacility, under the Existing Credit Facility, in the maximum principal amount of Five Million Dollars ($5,000,000.00) (as it may be renewed, extended, amended, restated, replaced, substituted or otherwise modified from time to time, the "Swingline Facility");

             (ii)         That certain Amended and Restated Revolving Credit Promissory Note which was executed by Existing Borrowers under date of August 15, 2000 and is payable to the order of Secured Party in the principal amount of Sixty Million Dollars ($60,000,000.00), all for the purpose of evidencing Existing Borrowers' obligation (among other obligations) to repay amounts advanced under the Existing Credit Facility, together with accrued interest thereon (the "Existing RLC Note"); and

             (iii)        That certain Swingline Note which was executed by Existing Borrowers under date of August 15, 2000 and is payable to the order of the Swingline Lender in the principal amount of Five Million Dollars ($5,000,000.00), all for the purpose of evidencing Existing Borrowers' obligation (among other obligations) to repay amounts advanced under the Swingline Facility together with accrued interest thereon (as it may be renewed, extended, amended, restated, replaced, substituted or otherwise modified from time to time, the "Swingline Note").

             "Section 1.03.  Secured Obligations.  This Agreement secures, and the Collateral is security for, the following (collectively, the "Secured Obligations"):

                          (a)         Payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of:  (i) the principal sum which is, at any time, advanced and unpaid under the Credit Facility (as defined in the Credit Agreement), not to exceed Seventy-five Million Dollars ($75,000,000.00) at any one time, all on a reducing revolving line of credit basis; (ii) interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the Credit Facility (all including, without limitation, interest and other charges that would accrue on such obligations, but for the filing of a petition in bankruptcy with respect to any of the Borrowers); and (iii) any other obligations of Borrowers under the RLC Note referred to below; all according to the terms of a Revolving Credit Note (Second Restated) dated concurrently, or substantially concurrent, with the Third Amendment to Security Agreement, which is made by Borrowers and is payable to the order of Secured Party according to the tenor and effect of said Revolving Credit Note (Second Restated), and all renewals, extensions, amendments, restatements, replacements, substitutions and other modifica­tions thereof (hereinafter collectively referred to as the "RLC Note").

                          (b)        Payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of:  (i) the principal sum which is, at any time, advanced and unpaid under the Swingline Facility (as defined in the Credit Agreement), not to exceed Five Million Dollars ($5,000,000.00) at any one time, all on a revolving line of credit basis; (ii) interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the Swingline Facility (all including, without limitation, interest and other charges that, but for the filing of a petition in bankruptcy with respect to any of the Borrowers, would accrue on such obligations); and (iii) any other obligations of Borrowers under the S/L Note referred to below; all according to the terms and conditions of a Swingline Note dated August 15, 2000, which is made by Existing Borrowers (and assumed by PIDI) and payable to the order of the Swingline Lender according to the tenor and effect of said Swingline Note, and all renewals, extensions, amendments, restatements, replacements, substitutions and other modifica­tions thereof (hereinafter collectively referred to as the "S/L Note" and, together with the RLC Note, collectively referred to as the "Note").
                          (c)         Payment and performance of every obligation, warranty, representation, covenant, promise and agreement of Borrowers, or any of them, contained in that certain Certificate and Indemnification Regarding Hazardous Substances, which was executed by Borrowers and delivered to Secured Party under date of December 20, 1999, together with all extensions, renewals, amendments, restatements and other modifications thereof.

                          (d)        Payment and performance of every obliga­tion, covenant, promise and agreement of Debtor contained in this Agreement or incorporated into this Agreement by reference, including any sums paid or advanced by Secured Party or any of the Banks pursuant to the terms hereof.

                          (e)         Payment of the expenses and costs incurred or paid by Secured Party or any of the Banks in the preservation and enforcement of the rights and remedies of Secured Party and the duties and liabilities of Debtor under this Agreement, including, but not by way of limitation, reasonable attorney's fees, court costs, witness fees, expert witness fees, collection costs, and reasonable costs and expenses paid by Secured Party or any of the Banks in performing for Debtor's account any obligation of said Debtor.

                          (f)         Payment of any sums which may hereafter be owing by Borrowers, or any of them, to any of the Banks or any of their affiliates, under the terms of any interest rate swap agreement, interest rate cap agreement, basis swap agreement, forward rate agreement, interest collar agreement or interest floor agreement to which Borrowers, or any of them, may be a party, or under any other agreement or arrangement to which Borrowers, or any of them, may be a party, which in each case is designed to protect Borrowers, or any of them, against fluctua­tions in interest rates or currency exchange rates with respect to any indebtedness secured by this Agreement.

                          (g)        Payment of additional sums and interest thereon which may hereafter be loaned to Borrowers, or any of them, pursuant to the Credit Agreement when evidenced by a promissory note or notes which recite that this Agreement is security therefor.

                          (h)        Performance and payment of every obligation, warranty, representation, covenant, agreement and promise of Borrowers, or any of them, which are contained in the Credit Agreement and in the Loan Documents which are defined therein."

"All right, title and interest of Grantor, which is now owned or hereafter acquired in, and to, all present and future: (i) accounts; (ii) chattel paper; (iii) commercial tort claims; (iv) deposit accounts; (v) documents; (vi) equipment, inventory and other goods of any kind or nature; (vii) instruments; (viii) investment property; (ix) letter of credit rights; (x) money; (xi) general intangibles; and (xii) proceeds of any of the foregoing; all as defined by Revised Article 9."