S-4

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities Exchange Commission on July 27, 2006

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JACOBS ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

7993
(Primary Standard Industrial Classification Code Number)

34-1959351
(I.R.S. Employer Identification Number)

17301 West Colfax Avenue, Suite 250, Golden, Colorado 80401
(303) 215-5200
(Address, including zip code and telephone number, including area code, of registrant's principal executive offices)

Stephen R. Roark, Chief Financial Officer
Jacobs Entertainment, Inc.
17301 West Colfax Avenue, Suite 250, Golden, Colorado 80401 Telephone (303) 215-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

Robert A. Weible, Esq.
Emanuel J. Cotronakis, Esq.	Samuel E. Wing, Esq.
Baker & Hostetler LLP	Jones & Keller, P.C.
1900 East 9th Street	World Trade Center
3200 National City Center	1625 Broadway, 16th Floor
Cleveland, Ohio 44114	Denver, Colorado 80202
(216) 621-0200	(303) 573-1600

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)(2)	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
93/4% Senior Unsecured Notes Due 2014	$210,000,000	100%	$210,000,000	$22,470
Guarantees of 93/4% Senior Unsecured Notes Due 2014	—	—	—	—

(1)

Determined in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

(2)

Determined in accordance with Rule 457(n) of the Securities Act of 1933, as amended; no separate registration fee is payable for the guarantees.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

TABLE OF ADDITIONAL REGISTRANTS

        Each of the following subsidiaries of Jacobs Entertainment, Inc. and each other subsidiary that is or becomes a guarantor of the securities registered hereby is hereby made a registrant.

Exact Name of Registrant as in its Charter	State of Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Black Hawk Gaming & Development Company, Inc.	Colorado	7993	84-1158484
Black Hawk/Jacobs Entertainment, LLC	Colorado	7993	84-1344735
Gold Dust West Casino, Inc.	Nevada	7993	84-1531817
Gilpin Hotel Venture	Colorado	7993	84-1195732
Gilpin Ventures, Inc.	Colorado	7993	84-1177995
Jalou II Inc.	Louisiana	7993	34-1926209
Winner's Choice Casino, Inc.	Louisiana	7993	72-1227314
Diversified Opportunities Group Ltd.	Ohio	7993	34-1828344
Jalou L.L.C.	Louisiana	7993	31-1749671
Houma Truck Plaza & Casino, L.L.C.	Louisiana	7993	72-1447916
Jalou—Cash's L.L.C.	Louisiana	7993	31-1750851
JACE, Inc.	Louisiana	7993	72-1221055
Lucky Magnolia Truck Stop and Casino, L.L.C.	Louisiana	7993	72-1268240
Bayou Vista Truck Plaza and Casino, L.L.C.	Louisiana	7993	72-1460460
Raceland Truck Plaza and Casino, L.L.C.	Louisiana	7993	72-1478884
Colonial Holdings, Inc.	Virginia	7948	54-1826807*
Colonial Downs, L.P.	Virginia	7948	54-1739103
Stansley Racing Corp.	Virginia	7948	52-1880278
Colonial Downs, LLC	Virginia	7948	54-1826807*
JRJ Properties, LLC	Louisiana	7948	13-4236507
Jalou Breaux Bridge, LLC	Louisiana	7993	43-1996089
Jalou Eunice, LLC	Louisiana	7993	20-0180331
Jalou of Jefferson, LLC	Louisiana	7993	20-0246595
Fuel Stop 36, Inc.	Louisiana	7993	72-1150382
Jalou of Larose, LLC	Louisiana	7993	20-3747106
Jalou of St. Martin, L.L.C.	Louisiana	7993	34-1967692
Jalou Diamond, L.L.C.	Louisiana	7993	27-0014037
Jalou Magic, L.L.C.	Louisiana	7993	27-0014042
Jalou of Vinton, LLC	Louisiana	7993	20-4522514
Jalou of Vinton-Bingo, LLC	Louisiana	7993	20-4522638
Jalou of St. Helena, LLC	Louisiana	7993	20-5041022
Jacobs Piñon Plaza Entertainment, Inc.	Nevada	7993	04-3843590
Jacobs Elko Entertainment, Inc.	Nevada	7993	20-4968456
Jacobs Dakota Works, LLC	Colorado	7521	20-5009915
Virginia Concessions, L.L.C.	Virginia	5812	54-1787887
Maryland-Virginia Racing Circuit, Inc.	Virginia	7948	52-1919780

*

Utilize same Employer Identification Number.

Registrant	Address, Including Zip Code and Telephone Number, Including Area Code of Registrant's Principal Executive Offices
Black Hawk Gaming & Development Company, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Black Hawk/Jacobs Entertainment, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Gold Dust West Casino, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Gilpin Hotel Venture	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Gilpin Ventures, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou II Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Winner's Choice Casino, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Diversified Opportunities Group Ltd.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Houma Truck Plaza & Casino, L.L.C	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou Cash's L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200

JACE, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Lucky Magnolia Truck Stop and Casino, L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Bayou Vista Truck Plaza and Casino, L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Raceland Truck Plaza and Casino, L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Colonial Holdings, Inc.	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
Colonial Downs, L.P.	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
Stansley Racing Corp.	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
Colonial Downs, LLC	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
JRJ Properties, LLC	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
Virginia Concessions, L.L.C.	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
Maryland-Virginia Racing Circuit, Inc.	10515 Colonial Downs Parkway New Kent, Virginia 23124 (303) 215-5200
Jalou Breaux Bridge, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou Eunice, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200

Jalou of Jefferson, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Fuel Stop 36, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou of Larose, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou of St. Martin, L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou Diamond, L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou Magic, L.L.C.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou of Vinton, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou of Vinton-Bingo, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jalou of St. Helena, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jacobs Piñon Plaza Entertainment, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jacobs Elko Entertainment, Inc.	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200
Jacobs Dakota Works, LLC	17301 West Colfax Avenue, Suite 250 Golden, Colorado 80401 (303) 215-5200

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated July 27, 2006

PROSPECTUS

OFFER TO EXCHANGE
$210,000,000
NEW 9³/4% SENIOR UNSECURED NOTES DUE 2014
FOR CERTAIN OUTSTANDING 9³/4% SENIOR UNSECURED NOTES DUE 2014
OF
JACOBS ENTERTAINMENT, INC.

        This prospectus (and accompanying letter of transmittal) relates to our proposed offer to exchange up to $210,000,000 aggregate principal amount of new 9³/4% Senior Unsecured Notes due 2014 (the "New Notes"), which will be freely transferable, for any and all outstanding 9³/4% Senior Unsecured Notes due 2014 issued in a private offering on June 16, 2006, which are subject to certain transfer restrictions (the "Old Notes," and together with the New Notes, the "Notes").

        The exchange offer expires at 5:00 p.m., New York City time, on                        , 2006, unless extended.

        The terms of the New Notes are substantially identical to the terms of the Old Notes, except that the New Notes will be freely transferable and issued free of any covenants regarding exchange and registration rights and will not bear any legend restricting their transfer.

        New Notes will be exchanged for all Old Notes that are validly tendered and not validly withdrawn. Tenders of Old Notes may be withdrawn at any time prior to expiration of the exchange offer. The exchange offer is not conditioned on a minimum aggregate principal amount of Old Notes being tendered. It is, however, subject to certain conditions, including that it not violate applicable laws or any applicable interpretation of the Securities and Exchange Commission.

        The exchange of Old Notes for New Notes should not be a taxable event for United States federal income tax purposes.

        Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Old Notes not exchanged in the exchange offer will remain outstanding and will be entitled to the benefits of the Indenture, but except under certain circumstances, will have no further exchange or registration rights under the Registration Rights Agreement.

        "Affiliates" of Jacobs Entertainment, Inc. (within the meaning of the Securities Act of 1933) may not participate in the exchange offer.

        All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act of 1933. See "Plan of Distribution" beginning on page            .

        We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the New Notes.

        We do not intend to apply for listing of the New Notes on any securities exchange or to arrange for them to be quoted in any quotation system.

Please see "Risk Factors" beginning on page 10 for a discussion of certain factors you should consider in connection with the exchange offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW NOTES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NONE OF THE NEVADA GAMING COMMISSION, THE NEVADA GAMING CONTROL BOARD, THE COLORADO LIMITED GAMING CONTROL COMMISSION OR ANY OTHER GAMING AUTHORITY HAS APPROVED OR DISAPPROVED OF THE NEW NOTES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE NOTES OFFERED HEREBY.

WE MAY AMEND OR SUPPLEMENT THIS PROSPECTUS FROM TIME TO TIME BY FILING AMENDMENTS OR SUPPLEMENTS AS REQUIRED. YOU SHOULD READ THIS ENTIRE PROSPECTUS (AND ACCOMPANYING LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY BEFORE MAKING YOUR INVESTMENT DECISION.

Our principal executive offices are located at 17301 West Colfax Avenue, Suite 250,
Golden, Colorado 80401.
Our telephone number is (303) 215-5200.

The date of this prospectus is July    , 2006.

TABLE OF CONTENTS

i

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We have filed a registration statement on Form S-4 with the Securities and Exchange Commission, or the Commission, under the Securities Act of 1933, or Securities Act, with respect to the New Notes. This prospectus, which constitutes a part of the registration statement, omits certain information contained in the registration statement, and reference is made to the registration statement and the exhibits and schedules thereto for further information with respect to us and the New Notes offered hereby. This prospectus contains summaries of the material terms of certain documents and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement. Each such summary is qualified in its entirety by such reference.

        We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, or Exchange Act. We have agreed that, whether or not required to do so by the rules and regulations of the Commission (and within the time periods that are or would be prescribed thereby), for so long as any of the Notes remain outstanding, we will furnish to the holders of the Notes and file with the Commission (i) all quarterly and annual financial information required to be contained in a filing with the Commission on Forms 10-Q and 10-K, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by our independent registered public accounting firm and (ii) all reports required to be filed with the Commission on Form 8-K. In addition, this prospectus incorporates important business and financial information about the Company that is not included in or delivered with the document. INFORMATION MAY BE OBTAINED FROM US WITHOUT CHARGE AT JACOBS ENTERTAINMENT, INC., 17301 WEST COLFAX AVENUE, SUITE 250, GOLDEN, COLORADO 80401, ATTENTION: STEPHEN R. ROARK, CHIEF FINANCIAL OFFICER, TELEPHONE (303) 215-5200. TO OBTAIN TIMELY DELIVERY OF INFORMATION, WE MUST RECEIVE YOUR REQUEST NO LATER THAN FIVE (5) BUSINESS DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER.

        This registration statement (including exhibits and schedules hereto) and the periodic reports and other information may be inspected and copied at the public reference facilities of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330 (1-800-732-0330). Copies of this material can be obtained from the Commission by mail at prescribed rates. Requests should be directed to the Commission's Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission maintains a website (http://www.sec.gov) that contains such reports and other information that we have filed.

ii

FORWARD-LOOKING STATEMENTS

We make "forward-looking statements" throughout this prospectus. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe," "expect" or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct, even though we believe they are reasonable. We do not guarantee that the future transactions and events described in this prospectus will happen as described (or that they will happen at all). You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. We will not update these forward-looking statements, even though our situation will change in the future.

Whether actual results will conform to expectations and predictions is subject to a number of risks and uncertainties, including that:

•

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our debt obligations.



•

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.



•

The agreements governing our indebtedness impose restrictive covenants on us.



•

We may not be able to successfully integrate the operations of recent and future acquisitions into our business.



•

We may experience a loss of market share due to intense competition.



•

We face extensive regulation from gaming and other government authorities and the possibility that legislative changes may prohibit or limit our gaming activities.



•

Changes in applicable tax laws could have a material adverse effect on our operations and financial condition.



•

Our operations could be adversely affected due to the adoption of anti-smoking regulations.



•

We depend upon our key employees and certain members of our management.



•

Members of our board of directors own beneficially 100% of Jacobs Entertainment, Inc. and could have interests that conflict with yours.



•

We rely on the maintenance of agreements with Colonial Downs' horsemen.



•

Our business relies heavily on certain markets and an economic downturn in these markets could have a material adverse effect on our results.



•

Our construction project in Elko, Nevada and any future projects are subject to various construction and development risks.

iii

PROSPECTUS SUMMARY

The following summary does not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the "Risk Factors" section and the financial statements (and related notes), before making a decision to exchange your Old Notes for New Notes. Unless otherwise indicated, all references in this prospectus to "we," "us," and "our" and similar terms, as well as references to "Jacobs Entertainment," "JEI," and the "Company" refer to Jacobs Entertainment, Inc. and its subsidiaries.

Our Company

        We are a developer, owner and operator of gaming and pari-mutuel wagering facilities throughout the United States, with properties located in Colorado, Louisiana, Nevada and Virginia. We own and operate four land-based casinos (a fifth is under construction), sixteen video gaming truck plazas (three of which are leased) and a horse racing track with nine satellite-wagering facilities (five of which are leased). In addition, we are party to an agreement that entitles us to a portion of the gaming revenue from an additional truck plaza video gaming facility.

        The table below details our gaming properties:

Property	Location	Facility Type	Gaming Sq. Feet	Gaming Machines	Table Games	Hotel Rooms
The Lodge Casino	Black Hawk, CO	Land-Based Casino	25,000	940	30	50
Gilpin Casino	Black Hawk, CO	Land-Based Casino	16,000	439	16	—
Gold Dust West Casino(2)	Reno, NV	Land-Based Casino	17,500	492	—	40
Piñon Plaza Casino	Carson City, NV	Land-Based Casino	12,000	368	8	148
Elko Casino(1)	Elko, NV	Land-Based Casino	13,000	350	6	—
Truck Stop Video Gaming Plazas	Louisiana	Video Gaming	9,000	715	—	—
Colonial Downs Racetrack and Satellite Wagering Facilities	New Kent, VA	Pari-Mutuel Wagering	—	—	—	—
Total				3,304	60	238

(1)

Under construction and expected to be open in December 2006.

(2)

We demolished 66 rooms in April 2006 that were a separate part of our motel at this property, leaving 40 rooms currently available for rental.

Business Strategy

        Our business strategy is to continue to develop a broad, geographically diverse portfolio of gaming and pari-mutuel wagering properties that seek to provide customers with an enjoyable entertainment experience, and in turn to generate significant customer loyalty, and, in turn, repeat business.

        To achieve the broad strategy outlined above, we have employed and will continue to employ the following tactics:

•

Reduce Risk by Maintaining a Geographically Diverse Portfolio of Properties. Since inception, our management team has focused on establishing and maintaining a geographically diverse property portfolio to ensure that we are not dependent on results at a single property or in a specific market to generate cash flow.



•

Emphasize Most Profitable Segments: Slots and Video Game Play. Our gaming facilities emphasize slot machine and video gaming play, which we believe are the most stable and most profitable segments of the gaming business due to the popularity of these games as well as the low overhead costs to operate them.

1

•

Generate Repeat Business by Catering to Local Gaming Patrons. Our strategy for establishing a strong presence with local residents or patrons is to provide a user-friendly gaming environment featuring convenient locations, high quality food at affordable prices, and promotional incentives that reward frequent play.



•

Expand Louisiana Truck Plaza Business. Over the last twelve months, we have expanded our presence in the Louisiana truck plaza market by either acquiring or opening seven additional truck stop gaming plazas. Our desire to expand our presence in the Louisiana truck plaza market is driven by (i) the consistent revenue each facility generates, (ii) the high return on investment associated with operating the truck plazas, and (iii) the relatively low capital expenditures necessary to maintain the facilities.



•

Enter Additional Locals-Oriented Markets. Our management team has a proven track record of successfully operating casinos that cater to local residents or day trip patrons who reside in close proximity to the properties. In an effort to leverage this operating experience and enter two additional locals-oriented markets, we recently acquired the Piñon Plaza Resort, located in Carson City, Nevada, and are in the process of developing a new casino in Elko, Nevada.

Competitive Strengths

        We believe the following are our most important competitive strengths:

•

Significant Barriers to Entry. There are significant regulatory and other barriers to entry in each of the markets in which we operate. The gaming industry in each of our markets is governed by a local gaming commission. In order to enter the gaming industry in any of our markets, a potential new entrant must work through a costly and lengthy regulatory process, which could last anywhere from 12 to 18 months depending on jurisdiction and type of gaming. Beyond the regulatory barriers, the need for significant investments of time and capital also restrict potential new entrants.



•

Strong Industry Fundamentals. The United States gaming industry has grown at a 7.6% compounded annual growth rate over the last ten years. The increase in gaming revenue can be attributed to an increase in the number of legalized gaming jurisdictions, the repositioning and expansion of existing casinos to include overnight accommodations and non-gaming amenities, relaxed gaming regulations such as open boarding and dockside operations in certain states, and the greater social acceptance of gaming as a form of entertainment.



•

Strong, Experienced Management Team. Our senior management team is an experienced group of industry veterans. Our senior management team has a combined 82 years of experience.

2

Corporate Structure

        The following summary chart illustrates our corporate structure.

Note: Organizational chart does not include all subsidiaries

General

        Our principal corporate offices are located at 17301 W. Colfax Avenue, Suite 250, Golden, Colorado 80401 and our phone number is (303) 215-5200. Our website addresses are www.lodgecasino.com, www.thegilpincasino.com, www.gdwcasino.com and www.colonialdowns.com. Information contained in our websites is not part of this prospectus.

3

SUMMARY OF TERMS OF THE EXCHANGE OFFER

The Old Notes	On June 16, 2006, we issued $210,000,000 aggregate principal amount of our 93/4% Senior Unsecured Notes due 2014 in a private placement to qualified institutional buyers in reliance on exemptions from registration under the Securities Act. Because they were sold pursuant to exemptions from registration, the Old Notes are subject to transfer restrictions. In connection with the issuance of the Old Notes, we entered into a registration rights agreement with the purchasers in which we agreed to either: (a) file with the Commission a registration statement covering the New Notes, use our best efforts to cause the registration statement to become effective under the Securities Act, and upon effectiveness of the registration statement, complete the exchange offer; or (b) cause the Old Notes to be registered under the Securities Act pursuant to a resale shelf registration statement. If we do not comply with our obligations under the Registration Rights Agreement, we will be required to pay certain liquidated damages. See "Registration Rights."
The Exchange Offer	We are offering to exchange up to $210,000,000 principal amount of New Notes for an identical principal amount of Old Notes. Old Notes may be exchanged only in minimum principal amounts of $2,000 and in $1,000 increments in excess of $2,000. The terms of the New Notes are identical in all material respects to the terms of the Old Notes except that the New Notes have been registered under the Securities Act and will not bear legends restricting their transfer. The New Notes will evidence the same debt as the Old Notes and will be issued under and entitled to the benefits of the same indenture that governs the Old Notes. Holders of Old Notes do not have any appraisal or dissenter's rights in connection with the exchange offer. Because we have registered the New Notes, the New Notes will not be subject to transfer restrictions and holders of New Notes will have no registration rights.
Consequences of Failure to Exchange	If you do not exchange your Old Notes for New Notes pursuant to the exchange offer, you will still be subject to the restrictions on transfer of your Old Notes as described in the legend on the Old Notes. In general, you may not offer to sell or sell the Old Notes, except pursuant to a registration statement under the Securities Act or any applicable exemption from registration thereunder and in compliance with applicable state securities laws.
Resale of New Notes	We believe you may offer for resale, resell or otherwise transfer the New Notes you receive in the exchange offer without further compliance with the registration and prospectus delivery provisions of the Securities Act unless you:
	•	are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;

4

	•	are a broker-dealer who purchased Old Notes directly from us for resale under Rule 144A or Regulation S or any other exemption under the Securities Act;
	•	acquired the New Notes other than in the ordinary course of your business; or
	•	have an arrangement with any person to engage in the distribution of New Notes.
	Each broker-dealer who is issued New Notes in the exchange offer for its own account in exchange for Old Notes acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes issued in the exchange offer. A broker-dealer may use this prospectus for an offer to resell, a resale or any other transfer of the New Notes issued to it in the exchange offer.
Expiration Date and Time	5:00 p.m., New York City time, on the later to occur of                        , 2006 or 30 business days after the date the exchange offer is first mailed to the holders of the Old Notes. See "The Exchange Offer—Expiration Date; Extensions; Amendments."
Withdrawal Rights	You may withdraw Old Notes you tendered by furnishing a written notice of withdrawal to the exchange agent or by complying with DTC's Automated Tender Offer Program System ("ATOP") withdrawal procedures at any time before 5:00 p.m. New York City time on the expiration date. See "The Exchange Offer—Withdrawal of Tenders."
Accrued Interest on the New Notes and the Old Notes	The New Notes will bear interest from June 16, 2006 or, if later, from the most recent date of payment of interest on the Old Notes. Accordingly, if you tender Old Notes that are accepted for exchange, you will not receive interest that is accrued but unpaid on the Old Notes at the time of tender.
Conditions to the Exchange Offer	The exchange offer is subject to the following conditions:
	•	the compliance of the exchange offer with applicable securities laws;
	•	the proper tender of the Old Notes;
	•	our receipt of certain representations made by the holders of the Old Notes, as described below; and
	•	no judicial or administrative proceeding pending or having been threatened that would limit us from proceeding with the exchange offer.
	The exchange offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered for exchange.

5

Representations	By participating in the exchange offer, you will represent to us that, among other things:
	•	you will acquire the New Notes you receive in the exchange offer in the ordinary course of your business;
	•	you are not engaging in and do not intend to engage in a distribution of the New Notes;
	•	you do not have an arrangement or understanding with any person to participate in the distribution of the New Notes; and
	•	you are not an "affiliate," as defined under Rule 405 of the Securities Act, of ours.
Procedures for Tendering Old Notes	To accept the exchange offer, you must send the exchange agent either:
	•	a properly completed and validly executed letter of transmittal; or
	•	a computer-generated agent's message transmitted pursuant to DTC's ATOP System; and either:
		•	tendered Old Notes held in certificated form; or
		•	a timely confirmation of book-entry transfer of your Old Notes into the exchange agent's account at DTC.
	Additional documents may be required if you tender pursuant to the guaranteed delivery procedures described below. For more information, see "The Exchange Offer—Procedures for Tendering."
Tenders by Beneficial Owners	If you are a beneficial owner whose Old Notes are registered in the name of a broker-dealer, commercial bank, trust company or other nominee or are held in book-entry form and you wish to tender those Old Notes in the exchange offer, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf. See "The Exchange Offer—Procedures for Tendering."
Guaranteed Delivery Procedures	If you are unable to comply with the procedures for tendering, you may tender your Old Notes according to the guaranteed delivery procedures described in this prospectus under the heading "The Exchange Offer—Guaranteed Delivery Procedures."
Certain United States Federal Tax Consequences	See "Certain United States Federal Income Tax Consequences" for a discussion of U.S. federal income tax considerations you should consider before tendering Old Notes in the exchange offer.
Exchange Agent	Wells Fargo Bank, National Association is serving as exchange agent for the exchange offer. The address and telephone number for the exchange agent is listed under "The Exchange Offer—Exchange Agent."

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SUMMARY OF THE TERMS OF THE NEW NOTES

        The terms of the New Notes to be issued in the exchange offer are identical to the terms of the outstanding Old Notes except that we have registered the New Notes under the Securities Act. The notes issued in the exchange offer will evidence the same debt as the Old Notes, and both the Old Notes and the New Notes are governed by the same indenture. The "Description of the Notes" section of this prospectus contains a more detailed description of the terms and conditions of the notes.

The Offering of New Notes

Issuer	Jacobs Entertainment, Inc.
Securities Offered	$210,000,000 aggregate principal amount of 93/4% senior unsecured notes.
Maturity Date	June 15, 2014.
Interest Payment Dates	Each June 15 and December 15, beginning December 15, 2006.
Ranking	The notes are our unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured senior indebtedness and senior to any existing and future subordinated indebtedness. The notes are effectively subordinated to any secured indebtedness (including indebtedness under our senior credit facility) up to the value of the collateral securing such indebtedness.
Guarantees	The notes are guaranteed by our current and future restricted subsidiaries that also guarantee our senior credit facility. The guarantees rank equally in right of payment with all of the guarantors' existing and future unsecured senior indebtedness and are senior in right of payment to all of the guarantors' existing and future subordinated indebtedness and effectively subordinated to any secured indebtedness of the guarantors up to the value of the collateral securing such indebtedness.
Optional Redemption	Except in the case of certain public equity offerings by us, we cannot choose to redeem the notes prior to June 15, 2010.
	At any time from and after that date (which may be more than once), we can choose to redeem some or all of the notes at the redemption prices specified under "Description of the Notes—Optional Redemption," plus accrued and unpaid interest.
Optional Redemption after Public Equity Offerings	At any time (which may be more than once) before June 15, 2009, we can choose to purchase up to 35% of the outstanding notes with money that we raise in one or more public equity offerings, as long as:
	•	we pay 109.75% of the face amount of the notes bought, plus accrued interest;
	•	we purchase the notes within 45 days of completing the public equity offering; and

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	•	at least 65% of the notes originally issued remain outstanding afterward.
Disposition Based upon Gaming Laws	The notes are subject to redemption requirements imposed by laws and regulations of authorities in jurisdictions in which we conduct gaming and pari-mutuel wagering operations. See "Description of the Notes—Mandatory Disposition in Accordance with Gaming Laws."
Change of Control Offer	If we experience a change of control, we must offer to purchase your notes at 101% of their face amount, plus accrued and unpaid interest.
	We might not be able to pay you the required price for notes you present to us at the time of a change of control, because:
	•	we might not have enough funds at that time; or
	•	the terms of our new senior credit facility may prevent us from paying.
Asset Sale Proceeds	We may have to use the net cash proceeds from selling assets to offer to purchase your notes at their face amount, plus accrued and unpaid interest.
Certain Covenants	The indenture governing the notes limits what we (and our restricted subsidiaries) may do. The provisions of the indenture limit our ability to:
	•	incur more debt;
	•	pay dividends and make distributions;
	•	issue stock of subsidiaries;
	•	make investments;
	•	repurchase stock;
	•	create liens;
	•	enter into transactions with affiliates;
	•	merge or consolidate; and
	•	transfer and sell assets.
	These covenants are subject to a number of important exceptions.
Absence of a Public Market; PORTAL Trading	The New Notes are a new issue of securities, and there is currently no established market for them. The New Notes will not be listed on any securities exchange or included in any automated quotation system. The New Notes are eligible for trading in PORTAL. See "Risk Factors—Risks Related to this Offering and the Notes—No Existing Trading Market for the Notes."

        For more complete information about the notes, see "Description of the Notes."

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Risk Factors

        Before making an investment in the notes, you should consider carefully the information included in the "Risk Factors" section of this prospectus, as well as other information contained in this prospectus.

9

RISK FACTORS

        To inform readers of our future plans and business strategies, this prospectus contains statements concerning our future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements." Our ability to do this has been fostered by the Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. Such factors affecting us include, but are not limited to, the following:

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our debt agreements.

        We have a significant amount of indebtedness. As of March 31, 2006, on an as adjusted basis after giving effect to transactions which occurred on June 16, 2006, we have total indebtedness of approximately $258.8 million and total stockholders' equity of $31.0 million. In addition, subject to specified limitations in the indenture governing the Notes, we may be able to incur additional indebtedness in the future. Our substantial indebtedness could have important consequences. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the Notes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to debt service, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

limit our ability to fund a required regulatory redemption or a change of control offer;



•

place us at a competitive disadvantage to our competitors that have less debt; and



•

limit, along with the financial and other restrictive covenants in our debt agreements, among other things, our ability to borrow additional funds. A failure to comply with those covenants could result in an event of default which, if not cured or waived, could have a significant adverse effect on us.

        The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under our debt agreements.

        Our senior credit facility permits borrowings of up to $100.0 million, and all of the security interests securing those borrowings will be effectively senior to the Notes and guarantees up to the value of the collateral securing indebtedness under the senior credit facility. If new debt is added to our and our subsidiaries' current debt levels, the related risks we and they now face could intensify.

Our debt agreements impose many restrictive covenants on us.

        Our debt agreements contain covenants that, among other things, restrict our ability to:

•

incur more debt;

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•

pay dividends and make distributions;



•

issue stock of subsidiaries;



•

make investments;



•

repurchase stock;



•

create liens;



•

enter into transactions with affiliates;



•

enter into sale-leaseback transactions;



•

merge or consolidate; and



•

transfer and sell assets.

        In addition, our senior credit facility contains many restrictive covenants similar to the covenants of the indenture but the covenants in our senior credit facility are generally more restrictive than those contained in the indenture. Our senior credit facility also requires us to maintain specified consolidated financial ratios and satisfy certain consolidated financial tests. Our ability to meet those financial ratios and financial tests may be affected by events beyond our control, and we may not be able to continue to meet those tests. If we fail to meet those tests or breach any of the covenants, the lenders under our senior credit facility could declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. Our assets may not be sufficient to repay in full such indebtedness or any other indebtedness, including the Notes. Further, any other agreements we may enter into in the future governing our indebtedness may impose additional restrictions on us, any of which may adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities.

        Complying with these covenants could materially limit our financial and operating flexibility and could cause us to take actions that we otherwise would not take or cause us not to take actions that we otherwise would take.

Despite current indebtedness levels, we may still be able to incur substantially more debt, which could exacerbate the risks described above.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The indenture governing the Notes and our senior credit facility do not fully prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify.

To service our indebtedness, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness and to fund our operations will depend on our ability to generate cash. This, to an extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us in amounts sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. In addition, if we consummate significant acquisitions in the future, our cash requirements may increase significantly. If we are unable to generate sufficient cash flow and are unable to refinance or extend outstanding borrowings, we may have to:

•

reduce or delay planned expansion and capital expenditures;



•

sell assets;

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•

restructure debt; or



•

raise additional capital.

        Furthermore, we may need to refinance all or a portion of our debt on or before maturity. We may not be able to refinance any of our debt on commercially reasonable terms or at all.

The Notes are not secured by any of our assets and your rights to enforce remedies will be limited to the rights of holders of unsecured debt.

        The Notes are not secured by any of our assets. Our obligations under our senior credit facility are secured by liens on substantially all of our assets. If we become insolvent or are liquidated, or if payments under our senior credit facility are accelerated, the lenders under our senior credit facility will be entitled to exercise the remedies available to a secured lender under applicable law and our senior credit facility. Accordingly, such lenders will have a prior claim with respect to our assets and there may not be sufficient assets remaining to pay amounts due on the Notes then outstanding.

We are a holding company and will depend on the business of our subsidiaries to satisfy our obligations under the Notes.

        We are a holding company. Substantially all of the operations necessary to fund payment on the Notes are conducted by our subsidiaries. Our ability to make payments on the Notes will depend on our subsidiaries' cash flow and their payment of funds to us. Our subsidiaries' ability to make payments to us will depend on their earnings, the terms of their indebtedness, business and tax considerations, legal and regulatory restrictions and economic conditions.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

        Upon the occurrence of certain change of control events, we will be required to offer to repurchase all outstanding Notes at a purchase price equal to 101% of their principal amount. However, it is possible that we will not have sufficient funds at the time of such a change of control to make the required repurchase of Notes. The change of control provisions may not protect you in a transaction in which we incur a large amount of debt, including a reorganization, restructuring, merger or other similar transaction, because that kind of transaction may not involve any shift in voting power or beneficial ownership, or may not involve a shift large enough to trigger a change of control as defined in the note indenture. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control."

Federal and state statutes allow courts, under specific circumstances, to void guarantees, subordinate claims in respect of indebtedness and require debt holders to return payments received from guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a court could void a guarantee of one or more of our subsidiaries or claims related to the Notes or subordinate a subsidiary's guarantee to all of our other debts or all other debts of the guarantor if, among other things, we or the guarantor, at the time we or it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of that indebtedness; and



•

we were or the guarantor was insolvent or rendered insolvent by reason of that incurrence;



•

we were or the guarantor was engaged in a business or transaction for which our or the guarantor's remaining assets constituted unreasonably small capital; or

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•

we or the guarantor intended to incur, or believed that we or it would incur, debts beyond our or its ability to pay those debts as they mature.

        In addition, a court could void any payment by us or the guarantor pursuant to the Notes or a guarantee and require that payment to be returned to us or the guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets,



•

the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or



•

it could not pay its debts as they become due.

        We believe that we and the guarantors have received reasonably equivalent value and fair consideration for the incurrence of the indebtedness and obligations represented by the Notes and the guarantees. On the basis of historical financial information, recent operating history and other factors, we believe that we and each subsidiary guarantor, after giving effect to its guarantee of our Notes, are not insolvent, do not have unreasonably small capital for the business in which we are or it is engaged and have not incurred debts beyond our or its ability to pay such debts as they mature. However, a court might disagree with any or all of our conclusions in this regard and it could apply different legal standards.

If an active trading market does not develop for the Notes, you may not be able to resell them.

        Prior to the offering, there has been no public market for the Old Notes. The Old Notes have been designated as eligible for trading in The PORTAL^sm Market. We cannot assure you that an active trading market for the New notes will develop, or if one does develop, it will be sustained.

        Historically, market prices for non-investment grade debt have been highly volatile. It is possible that the market prices for the New Notes, if any, will also be volatile. This volatility may affect your ability to resell your New Notes or the timing of their sale.

As a holder of our Notes, you may be required to comply with registration, licensing, qualification or other requirements under gaming laws or dispose of your securities.

        The gaming authorities of any jurisdiction in which we currently or in the future conduct or propose to conduct gaming, either through our subsidiaries or a joint venture, may require that a holder or beneficial owner of our Notes be registered, licensed, qualified or found suitable, or comply with any other requirement under applicable gaming laws. If you have an interest in the Notes, by the terms of the indenture, you will be deemed to agree to comply with all of these requirements, including your agreement to register or apply for and maintain in full force and effect a license, qualification or a finding or suitability, or comply with any other requirement, within the required time period, as provided by the relevant gaming authority. If you fail to apply to be, or fail to become, registered, licensed or qualified or such registration, license or qualification is suspended or revoked or not maintained, or you are found unsuitable or fail to comply with any other requirement of a gaming authority, then we will have the right, at our option, to:

•

require you to sell your Notes or beneficial interest in the Notes in accordance with applicable gaming requirements within 30 days after you receive notice of our election, or by any earlier date that the relevant gaming authority may request or prescribe; or

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•

redeem your Notes (possibly within less than 30 days following the notice of redemption if requested or prescribed by the gaming authority) at a redemption price equal to the lesser of:



•

your cost;



•

100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date or the date of the first to occur of any (i) failure to become or continue to be registered, licensed or qualified, (ii) failure to be found or continue to be suitable, (iii) failure to comply with relevant gaming authority requirements or (iv) receipt of notice from the relevant gaming authority that you will not be registered, licensed or qualified; and



•

any other amount required by applicable law or by order of any gaming authority.

        If we elect, in our sole discretion, to redeem your Notes, we will notify the indenture trustee in writing of any redemption as soon as practicable. We will not be responsible for any costs or expenses you may incur in connection with your registration, application for a license, qualification or a finding of suitability, or your renewal or continuation of the foregoing or compliance with any other requirement of a gaming authority. The indenture also provides that as soon as you are required to sell your Notes as a result of a gaming authority action, you will, to the extent required by the applicable gaming authority, have no further right:

•

to exercise, directly or indirectly, any right conferred by the Notes; or



•

to receive from us any interest or any other distributions or payments, or any remuneration in any form, relating to the Notes, except the redemption price we refer to above.

Risks Related to Our Business

We face significant competition.

        The gaming industry is characterized by a high degree of competition among a large number of participants, many of which have financial and other resources that exceed ours. Competitive gaming activities include casinos, pari-mutuel wagering, video lottery terminals and other gaming devices, and other forms of legalized gaming. Internet gaming is also becoming an important competitive factor even though its legality is unclear. New or expanded operations by other persons can be expected to increase competition for our gaming operations and could have a material adverse impact on us.

        Casino Operations.    Our casino operations are conducted in Black Hawk, Colorado, Reno, Nevada and Carson City, Nevada. Competition in the Black Hawk gaming market, which is the primary gaming market in Colorado, is intense. In addition, large, well-financed companies have entered the Black Hawk and other Colorado markets through the purchase or expansion of existing facilities and others may also do so, which could materially harm our business, financial condition and results of operations. For example:

•

Ameristar Casinos, Inc. ("Ameristar") purchased Mountain High Casino (formerly the Black Hawk Casino by Hyatt) in a bankruptcy sale. That casino is directly across highway 119 from The Lodge and it has expanded the casino area to accommodate 1800 gaming devices with new slot product, expanded the parking garage and refurbished and rebranded its dining venues. Ameristar has indicated that it plans to commence construction of a $180 million, 33 story, 536-room hotel, a convention center and other amenities and facilities. In all respects, Ameristar is known to be a fierce competitor in gaming markets in which it operates;



•

Isle of Capri Casinos, Inc. owns Colorado Central Station, across the street from its existing facility and in 2005 completed a major renovation and expansion project physically linking the two properties. The combined casinos are the largest in Black Hawk with approximately 2,025 gaming devices, 258 hotel rooms and 1,700 parking spaces;

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•

the Mardi Gras casino, next to our casino, The Lodge, was purchased in 2005 and the new owners have begun to develop and implement new marketing programs, expanded the poker room and added new slot product;



•

late in 2004, Central City, a gaming area about one mile from Black Hawk, completed the "Southern Access," a road which directly connects Central City to Interstate 70. The new access road to Central City enables existing casinos and possible new casinos to pose a significant competitive threat to gaming activities in Black Hawk;



•

the Cheyenne and Arapahoe Indian tribes claiming significant treaty rights to land in Colorado have pursued a plan to exchange those rights for land east of the Denver metropolitan area on which to build and operate a large casino gaming facility. Although this project appears to be dormant at present, if it is renewed and survives political and other challenges, it could have a material adverse effect on gaming revenues in Black Hawk and at The Lodge and Gilpin casinos; and



•

the 2005 acquisition of four Colorado racetracks (two of which are in the Denver metropolitan area) that are owned and operated by BLB Investors, L.L.C., a joint venture including Kerzner International Limited, Starwood Capital Group Global, L.L.C., and Waterford Group, L.L.C., which may reinvigorate efforts to authorize video lottery terminals at the state's racetracks. If this authorization is granted by the Colorado Lottery Division, the Colorado state legislature, or the voters, it could have a material adverse effect on gaming revenues in Black Hawk and at The Lodge and Gilpin casinos.

        In addition to competing with other gaming facilities in Colorado as described above, we compete to a lesser degree, for both customers and potential future gaming sites, with gaming companies nationwide, including casinos in Nevada and several other states, and casinos on Native American lands in several states, many of which have substantially greater financial resources and experience in the gaming business. The expansion of legalized casino gaming to new jurisdictions throughout the United States may also affect our competitive conditions.

        Gold Dust West in Reno, Nevada, encounters strong competition from large hotel and casino facilities and smaller casinos similar in size to Gold Dust West in the Reno area, which includes Sparks, Nevada. There is also competition from gaming establishments in other towns and cities in Nevada and from a significant Native American gaming facility located near Sacramento, California. Our Carson City, Nevada casino faces competition from two casinos in the city and from casinos in Reno and other venues in Nevada.

        In addition, we believe that the introduction of casino gaming, or the expansion of presently conducted gaming activities (particularly at Native American establishments) in areas in or close to Nevada, such as California, Idaho, Oregon, Washington, and western Canada, could materially harm our operations at our Reno and Carson City properties.

        Louisiana Truck Plaza Operations.    Our Louisiana truck plaza operations compete with other truck plazas located in Louisiana and other forms of gaming, such as land-based, riverboat and Native American casinos, as well as slot machines located at horse racing tracks and video poker machines located in bars, restaurants, hotels and off-track wagering facilities. There were 153 licensed video poker truck plazas in Louisiana at December 31, 2005.

        Pari-Mutuel Wagering Operations.    We operate a racetrack in New Kent, Virginia, and off-track wagering facilities in Brunswick, Chesapeake (two), Hampton, Martinsville, Scott County, Vinton, and Richmond (two), Virginia.

        We compete with racetracks located outside Virginia (including several in Delaware, Maryland, New Jersey, New York, Pennsylvania, and West Virginia, some of which augment their purses with slot

15

machine revenues) and other forms of gaming, such as land-based casinos, including those in Atlantic City, New Jersey, and statewide lotteries in Virginia and neighboring states. We also face competition from a wide range of entertainment options, including live and televised sporting events and other recreational activities such as theme parks (Kings Dominion to the northwest and Busch Gardens to the southeast).

        We compete for wagering dollars and simulcast fees with live racing and races simulcast from racetracks in other states, particularly racetracks in neighboring states such as Charles Town in West Virginia, Pimlico Race Course, Laurel Park, and Rosecroft Raceway in Maryland, and Delaware Park in Delaware. We also compete for wagering dollars with account wagering companies operating both legally and illegally in Virginia. These companies take wagers from Virginians over both the phone and the internet. We believe our agreements with three licensed account wagering companies provide us with fair compensation for their activities. Unlicensed account wagering companies have lower costs than Colonial Downs and thus are able to attract customers in Virginia with large wagering rebates.

We face extensive regulation from gaming authorities.

        Licensing Requirements.    As owners and operators of gaming and pari-mutuel wagering facilities, we are subject to extensive state and local and some federal regulation. State and local authorities require us, our shareholders, certain of our employees and our subsidiaries to demonstrate suitability to obtain and retain various licenses and require that we have registrations, permits and approvals to conduct gaming and wagering operations. Various regulatory authorities, including the Colorado Limited Gaming Control Commission, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Louisiana Gaming Control Board and the Virginia Racing Commission may, for any reason set forth in the applicable legislation, limit, condition, suspend or revoke a license or registration to conduct gaming or wagering operations or prevent us from owning the securities of any of our gaming or wagering subsidiaries. Like all gaming and wagering operators in the jurisdictions in which we operate, we will need to apply periodically to renew our licenses or registrations. We cannot assure you that we will be able to obtain such renewals. Regulatory authorities may also levy substantial fines against us or seize our assets or those of our subsidiaries or of the people involved in violating gaming laws or regulations. Any of these events could materially harm our business, financial condition and results of operations. Gaming authorities in the United States can generally require that any beneficial owner of our securities, including holders of our debt, file an application for a finding of suitability.

        Potential Changes in Regulatory Environment.    From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming or wagering operations in the jurisdictions in which we operate. Any expansion of gaming or wagering or restriction on or prohibition of our gaming or wagering operations could materially harm our business, financial condition and results of operations.

        Taxation.    We believe that the prospect of significant additional revenue is one of the primary reasons that jurisdictions permit legalized gaming and wagering. As a result, gaming and wagering companies are typically subject to significant taxes and fees in addition to normal federal, state, local and provincial income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to all of our operations. From time to time, federal, state and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming and wagering industry. It is not possible to predict the likelihood of changes in tax laws or in the administration of such laws but any significant tax increase in any jurisdiction in which we operate could materially harm our business, financial condition and results of operations. Similarly, special improvement districts, now in existence or those that may be formed in the future, may impose assessments in the form of additional taxes or fees that will finance infrastructure improvements that enhance the attractiveness or accessibility of casinos with which we compete and/or add to our costs of

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doing business, either of which can negatively affect the competitive position of our casinos. Such changes, if adopted, could materially harm our business, financial condition and results of operations.

        Compliance with Other Laws.    We are also subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws and regulations governing the serving of alcoholic beverages.

We depend on our key personnel, particularly Jeffrey P. Jacobs.

        We are highly dependent on the services of Jeffrey P. Jacobs (one of our two principal owners and our Chief Executive Officer) and other officers and key employees. The loss of the services of any of these individuals could materially harm our business, financial condition and results of operations. The loss of their experience and familiarity with our operations could have negative effects on management's efficiency and could cause us to incur costs to find qualified replacements.

Members of the Jacobs family own a controlling interest in our capital stock and may significantly influence our affairs or may pursue other activities that compete with us.

        Jeffrey P. Jacobs, our Chairman and Chief Executive Officer, and his family trusts own 50% of our equity securities and trusts controlled by Richard E. Jacobs, his father, own the remaining 50% of our equity securities. Their interests as equityholders may differ from yours as a debtholder. Each has the ability significantly to influence our affairs, including the election of our directors and transactions including mergers, consolidations or sales of assets. In addition, none of Jeffrey P. Jacobs, Richard E. Jacobs or any of the entities which either of them control is restricted from pursuing other opportunities which may compete for business with our operations.

We need to continue capital expenditures to compete effectively.

        Capital expenditures, amenity upgrades and new gaming equipment are necessary from time to time to preserve the competitiveness of our properties. The gaming industry market is very competitive and is expected to become more competitive in the future. If cash from our operations is insufficient to provide for needed levels of capital expenditures, our competitive position could deteriorate if we are unable to generate additional internal cash flow or borrow funds for such purposes.

Economic conditions, seasonality and weather conditions could affect our operations.

        Our business, financial condition and results of operations may be harmed by general and local economic conditions. If the U.S. economy or the local economy in a market in which we operate suffers a downturn, our properties could be harmed as the disposable income of consumers or their willingness to patronize our operations declines, resulting in a decrease in the number of patrons at our properties or a decrease in the amount that patrons are willing to wager.

        In addition, seasonality and weather conditions can affect our results of operations. Winter travel conditions can adversely affect patronage and revenues at our Colorado casinos. Although casino business is not seasonal, levels of gaming activity increase significantly during weekends and holidays, especially holiday weekends. Hurricanes Katrina and Rita temporarily affected our truck plaza video gaming operations in late 2005. Similar hurricanes could have a material adverse effect on our Louisiana operations in future years. Our pari-mutuel wagering revenues are higher during scheduled live racing than at other times of the year. Adverse weather conditions can cause cancellation of or curtail attendance at outdoor races, thereby reducing wagering and our revenues. Attendance and wagering at both outdoor races and satellite wagering facilities can be harmed by holidays and other competing seasonal activities.

We depend on agreements with Colonial Downs' horsemen to operate our racing and wagering business.

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        The Federal Interstate Horseracing Act and the Virginia Racing Act require Colonial Downs to have written agreements with representative Virginia horsemen's groups in order to simulcast races. Our agreement with the Virginia Horsemen's Benevolence and Protective Association (the "VaHBPA") expires on December 31, 2007. Our agreement with the Virginia Harness Horse Association (the "VHHA") expires on December 31, 2008.

        In the event we cannot continue to renew these agreements, the Virginia Racing Commission has the right to suspend our licenses to operate our racetrack and the satellite wagering facilities until agreements are in place. Although it is difficult to predict the likelihood of such an event, closure of the satellite wagering facilities would be detrimental to the horsemen's groups as well as us since each horsemen's group's primary source of purse funds is its percentage of wagering at the satellite facilities.

Energy price increases may adversely affect our costs and our revenues.

        Our casino and horse racing and pari-mutuel wagering operations use significant amounts of electricity and other forms of energy. Any substantial increase in the cost of the forms of energy we use may negatively affect our results of operations. In addition, consumer energy or gasoline price increases may reduce the disposable income of our potential customers or their willingness to patronize our operations and correspondingly reduce our patronage and revenues. Furthermore, a fuel price increase may impact fuel sales in Louisiana, making it more difficult to meet minimum fuel sale requirements which in turn could limit (or eliminate entirely) the number of video gaming devices we can operate in any given truck plaza.

Our business, financial condition, and results of operations may be harmed by union efforts to organize our employees.

        Our employees are not covered by collective bargaining agreements. However, there have been efforts to organize workers in the Black Hawk, Colorado market. If any union seeks to organize any of our employees, we could experience disruption in our business and incur significant costs, both of which could have a material adverse effect on our results of operation and financial condition. If a union were successful in organizing any of our employees, we could experience significant increases in our labor costs which could also have a material adverse effect on our business, financial condition, and results of operations.

Failure to complete our construction project at our Elko, Nevada location or any future construction or development projects on budget and on time could adversely affect our financial condition.

        Our current construction project at our Elko, Nevada location and any future construction or expansion projects will be, subject to significant risks, any of which could cause unanticipated cost increases and delays. These include, among others, the following:

•

shortages of material and skilled labors;



•

labor disputes and work stoppages;



•

weather interference or delays;



•

engineering problems;



•

environmental problems;



•

regulatory problems;



•

changes to the plans or specifications;



•

fire, earthquake, flood and other natural disasters; and



•

geological, construction, excavation and equipment problems.

18

        Our expansion projects may not be completed within our budget, our construction activities may disrupt our operations and our new operations may not open on schedule. We have limited experience in developing properties and cannot predict all of the risks that any particular construction or remodeling project might face. In addition, we have experienced delays that adversely affected our business during similar remodeling and expansion projects. Failure to complete a construction or expansion project on time or within our budget may cause us to devote additional resources to the project, which could divert our time and attention away from the operation of our other businesses and could cause our business to suffer.

If we are unable to finance our expansion and renovation projects as well as capital expenditures through cash flow, borrowings under our senior credit facility and additional financings, our expansion and renovation efforts will be jeopardized.

        We intend to finance our current and future expansion and renovation projects primarily with cash flow from operations and borrowings under our senior credit facility. If we are unable to finance our current or future expansion projects, we will have to adopt one or more alternatives, such as reducing or delaying planned expansion, development and renovation projects as well as capital expenditures, selling assets, restructuring debt, or obtaining additional equity financing or joint venture partners, or modifying our senior credit facility. These sources of funds may not be sufficient to finance our expansion, and other financing may not be available on acceptable terms in a timely manner or at all. In addition, our existing indebtedness contains certain restrictions on our ability to incur additional indebtedness. If we are unable to secure additional financing, we could be forced to limit or suspend expansion, development and renovation projects, which may adversely affect our business, financial condition and results of operations.

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.

        A majority of our revenues are attributable to slot machines operated by us at our gaming facilities. It is important, for competitive reasons, that we offer the most popular and up to date slot machine games with the latest technology to our customers.

        We believe that a substantial majority of the slot machines sold in the U.S. in 2005 were manufactured by a few select companies. In addition, we believe that one company in particular provided a majority of all slot machines sold in the U.S. in 2005.

        In recent years, the prices of new slot machines have escalated faster than the rate of inflation. Furthermore, in recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participation lease arrangements in order to acquire the machines. Participation slot machine leasing arrangements typically require the payment of a fixed daily rental. Such agreements may also include a percentage payment of coin-in or net win. Generally, a participation lease is substantially more expensive over the long term than the cost to purchase a new machine.

        For competitive reasons, we may be forced to purchase new slot machines or enter into participation lease arrangements that are more expensive than our current costs associated with the continued operation of our existing slot machines. If the new slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, it could hurt our profitability.

Our operations could be adversely affected due to the adoption of certain anti-smoking regulations.

        There are currently two competing initiative petitions in the State of Nevada which have been certified by the Nevada Secretary of State. The first initiative would prohibit smoking in indoor places of employment including, but not limited to, bars, taverns, grocery stores, drug stores, and convenience

19

stores, and would give future control over smoking regulation to individual counties or municipalities. The second initiative bans smoking in restaurants and other locations frequented by minors and vests all future smoking regulation in the Nevada State Legislature.

        After certification by the Nevada Secretary of State, each initiative was submitted to the Nevada State Legislature, which took no action on either one. Each measure will be subject to a public referendum in 2006. The measure that garners the most votes in 2006 will become law, assuming such measure wins a majority of votes cast.

        If the second initiative becomes law, it would have no effect on us, as it would not apply to our operations. However, the first initiative, if adopted, could have a material adverse effect on our business, financial condition, and results of operation.

        The "Colorado Clean Indoor Act" (the "Indoor Act") was adopted in the Colorado legislature in March 2006. It bans smoking in virtually all public places although certain portions of gaming casinos, including gaming areas, are exempt from the Indoor Act. If the Indoor Act is amended in the future to remove the gaming casino exemption, it could have a material adverse effect on our business. Notwithstanding this exemption, the Indoor Act permits any employee to request and obtain a smoke-free workplace within the casino. If this provision is employed liberally and the entire casino becomes smoke-free, it could have a material adverse effect on our business, particularly if employees of other Black Hawk casinos do not request that their employers provide smoke-free workplaces.

Risks Related to the Exchange Offer

If you do not properly tender your Old Notes, you will continue to hold unregistered Old Notes and your ability to transfer Old Notes will be adversely affected; there may not be a market for the New Notes.

        We will only issue New Notes in exchange for Old Notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the Old Notes and you should carefully follow the instructions on how to tender your Old Notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Old Notes. If you do not tender your Old Notes or if we do not accept your Old Notes because you did not tender your Old Notes properly, then, after we consummate the exchange offer, you will continue to hold Old Notes that are subject to the existing transfer restrictions. In addition, if you tender your Old Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus-delivery requirements of the Securities Act in connection with any resale of the New Notes. If you are a broker-dealer that receives New Notes for your own account in exchange for Old Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those New Notes. After the exchange offer is consummated, if you continue to hold any Old Notes, you may have difficulty selling them because there will be fewer Old Notes outstanding. In addition, if a large amount of Old Notes are not tendered or are tendered improperly, the limited amount of New Notes that would be issued and outstanding after we consummate the exchange offer could reduce the market price of the New Notes.

        Even if you exchange your Old Notes, there may not be a liquid market for resale of the New Notes. The New Notes are new securities for which there currently is no market. Accordingly, there can be no assurance as to the liquidity of the New Notes. We do not intend to apply for listing of the New Notes on any securities exchange or for quotation of the New Notes on the Nasdaq Stock Market or otherwise.

        The liquidity of, and trading market for, the New Notes also may be adversely affected by general declines in the market for similar securities. Any such decline may occur independently of our financial performance and prospects.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        On June 16, 2006, we issued $210,000,000 aggregate principal amount of Old Notes to institutional purchasers in a transaction not registered under the Securities Act. The sale of the Old Notes was made in reliance on exemptions from registration under the Securities Act. Because the Old Notes were sold pursuant to exemptions from registration, the Old Notes are subject to transfer restrictions.

        In connection with the issuance of the Old Notes, we entered into a registration rights agreement with the purchasers that requires us to:

•

file with the Commission a registration statement under the Securities Act covering the New Notes;



•

use our best efforts to cause the registration statement to become effective under the Securities Act; and



•

complete the exchange offer upon effectiveness of the registration statement.

        A copy of the registration rights agreement with the purchasers has been filed with the Commission as an exhibit to our registration statement of which this prospectus is a part. Any discussion of the terms of the registration rights agreement is qualified in its entirety by reference to the complete agreement.

        Following the completion of the exchange offer, holders of the Old Notes not tendered will not have any further registration rights other than as described in the paragraphs below, and those Old Notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the Old Notes may be adversely affected. Upon completion of the exchange offer, holders of New Notes will have no registration rights.

Resale of New Notes

        Based on existing interpretations of the Securities Act by the staff of the Commission described in several no-action letters to third parties, we believe that, subject to the exceptions set forth below, the New Notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without further compliance with the registration and prospectus delivery provisions of the Securities Act unless you:

•

are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act;



•

are a broker-dealer who purchased Old Notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;



•

acquired the New Notes other than in the ordinary course of your business; or



•

have an arrangement with any person to engage in the distribution of New Notes.

        Broker-dealers that are receiving New Notes for their own account must have acquired the Old Notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives New Notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be admitting that it is an "underwriter" within the meaning of the Securities Act. We are required to allow broker-dealers to use this prospectus following the exchange offer in connection with the resale of New Notes received in exchange for Old Notes acquired by broker-dealers for their own account as a result of market-making or other trading activities. If required by applicable securities laws, we will, upon written request, make this prospectus available to any broker-dealer for use in connection with a

21

resale of New Notes for a period of 180 days after the consummation of the exchange offer. See "Plan of Distribution."

Terms of the Exchange Offer

        Upon the terms and subject to the conditions stated in this prospectus and in the letter of transmittal, we will accept all Old Notes validly tendered by you and not withdrawn before 5:00 p.m. New York City time on the expiration date. Promptly after the expiration date and upon authentication of the New Notes by the trustee or an authenticating agent, we will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of Old Notes accepted in the exchange offer. You may tender some or all of your Old Notes pursuant to the exchange offer. However, Old Notes may be tendered only in minimum principal amounts of $2,000 and integral multiples of $1,000.

        The terms of the New Notes are identical in all material respects to the terms of the Old Notes except that the New Notes have been registered under the Securities Act and will not bear legends restricting transfer. The New Notes will evidence the same debt as the Old Notes and will be issued under and entitled to the benefits of the same indenture.

        As of the date of this prospectus, $210,000,000 aggregate principal amount of the Old Notes was outstanding.

        By tendering your Old Notes for New Notes in the exchange offer and signing or agreeing to be bound by the letter of transmittal, you will represent to us that:

•

you will acquire the New Notes you receive in the exchange offer in the ordinary course of your business;



•

you are not engaging in and do not intend to engage in a distribution of the New Notes;



•

you do not have an arrangement or understanding with any person to participate in the distribution of the New Notes; and



•

you are not an "affiliate," as defined under Rule 405 of the Securities Act, of ours.

        This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders of the Old Notes. There will be no fixed record date for determining registered holders of Old Notes entitled to participation in the exchange offer.

        We intend to conduct the exchange offer as required by the Exchange Act, and the rules and regulations of the Commission under the Exchange Act, including Rule 14e-1, to the extent applicable. Rule 14e-1 describes unlawful tender practices under the Exchange Act. This section requires us, among other things:

•

to hold our exchange offer open for at least 20 business days;



•

to give 10 days notice of any change in certain terms of this offer; and



•

to issue a press release in the event of an extension of the exchange offer.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered.

        We will be considered to have accepted Old Notes tendered according to the procedures in this prospectus when, as and if we have given oral or written notice of acceptance to the exchange agent. See "—Exchange Agent." The exchange agent will act as agent for the tendering holders of the Old Notes for the purpose of receiving New Notes from us and delivering New Notes to those holders.

        If any tendered Old Notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, certificates for these unaccepted Old Notes will

22

be returned, at our cost, to the tendering holder of the Old Notes or, in the case of Old Notes tendered by book-entry transfer, into the holder's account at DTC according to the procedures described below, promptly after the expiration date.

        If you tender Old Notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes related to the exchange of Old Notes in the exchange offer. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. See "—Solicitation of Tenders; Fees and Expenses."

Expiration Date; Extensions; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time, on the later to occur of August    , 2006 or 30 business days after the date that notice of the exchange offer is first mailed to the holders of Old Notes.

        We expressly reserve the right, in our sole discretion:

•

to delay acceptance of any Old Notes or to terminate the exchange offer and to refuse to accept Old Notes not previously accepted, if any of the conditions described below shall not have been met and is not waived by us;



•

to amend the terms of the exchange offer in any manner;



•

to purchase or make offers for any Old Notes that remain outstanding subsequent to the expiration date; and



•

to the extent permitted by applicable law, to purchase Old Notes in the open market, in privately negotiated transactions or otherwise.

        Any delay in acceptance, termination, extension, or amendment will be followed as promptly as practicable by oral or written notice to the exchange agent and by making a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform you of the amendment. Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, termination, extension, or amendment of the exchange offer, we shall have no obligation to publish, advise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

        You are advised that we may extend the exchange offer in the event some of the holders of the Old Notes do not tender on a timely basis. In order to give these noteholders the ability to participate in the exchange and to avoid the significant reduction in liquidity associated with holding an unexchanged note, we may elect to extend the exchange offer until all outstanding Old Notes are tendered.

Interest on the New Notes

        The New Notes will bear interest from June 16, 2006 or, if later, from the most recent date of payment of interest on the Old Notes. Accordingly, if you tender Old Notes that are accepted for exchange, you will not receive interest that is accrued but unpaid on the Old Notes at the time of tender. Interest on the New Notes will be payable semi-annually on each June 15 and December 15, commencing on the next interest payment date following their issuance.

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Procedures for Tendering

        Only a holder of Old Notes may tender Old Notes in the exchange offer. If you are a beneficial owner whose Old Notes are registered in the name of your broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and wish to tender, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your Old Notes, either make appropriate arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

        Your tender will constitute an agreement between you and us according to the terms and subject to the conditions described in this prospectus and in the letter of transmittal. If you desire to tender Old Notes and cannot comply with the procedures set forth herein for tender on a timely basis or your Old Notes are not immediately available, you must comply with the procedures for guaranteed delivery set forth in "—Guaranteed Delivery Procedures."

        The method of delivery to the exchange agent of Old Notes, the letter of transmittal and all other required documents is at your election and risk. Delivery of such documents will be considered made only when the exchange agent actually receives them or they are deemed received under the ATOP procedures described below. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or Old Notes should be sent to us. You may also request that your respective brokers, dealers, commercial banks, trust companies or nominees effect the tender for you, in each case as described in this prospectus and in the letter of transmittal.

Old Notes Held in Certificated Form

        For you to validly tender Old Notes held in physical form, the exchange agent must receive, before 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus:

•

a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal; and



•

certificates for tendered Old Notes.

Old Notes Held in Book-Entry Form

        We understand that the exchange agent will make a request promptly after the date of the prospectus to establish accounts for the Old Notes at DTC for the purpose of facilitating the exchange offer, and subject to their establishment, any financial institution that is a participant in DTC may make book-entry delivery of Old Notes by causing DTC to transfer the Old Notes into the exchange agent's account for the Old Notes using DTC's procedures for transfer.

        If you desire to transfer Old Notes held in book-entry form with DTC, the exchange agent must receive, before 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus, a confirmation of book-entry transfer of the Old Notes into the exchange agent's account at DTC, which is referred to in this prospectus as a "book-entry confirmation," and:

•

a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or



•

an agent's message transmitted pursuant to DTC's Automated Tender Offer Program.

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Tender of Old Notes Using DTC'S Automated Tender Offer Program (ATOP)

        The exchange agent and DTC have confirmed that the exchange offer is eligible for DTC's Automated Tender Offer Program. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer Old Notes held in book-entry form to the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC will then send a book-entry confirmation, including an agent's message to the exchange agent.

        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering Old Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. If you use ATOP procedures to tender Old Notes you will not be required to deliver a letter of transmittal to the exchange agent, but you will be bound by its terms just as if you had signed it.

Signatures

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible institution" unless the Old Notes tendered with the letter of transmittal are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" in the letter of transmittal; or



•

for the account of an "eligible institution."

        An "eligible institution" is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.; a commercial bank or trust company having an office or correspondent in the United States; an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act; or an "eligible institution" that is a participant in a recognized medallion guarantee program.

        If the letter of transmittal is signed by a person other than the registered holder or DTC participant who is listed as the owner, the Old Notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the Old Notes on behalf of the registered holder or DTC participant who is listed as the owner, in either case signed as the name of the registered holder who appears on the Old Notes or the DTC participant who is listed as the owner. If the letter of transmittal or any Old Notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        If you tender your notes through DTC's ATOP, signatures and signature guarantees are not required.

Determinations of Validity

        All questions as to the validity, form, and eligibility, including time of receipt, acceptance and withdrawal of the tendered Old Notes, will be determined by us in our sole discretion. Our determinations will be final and binding. We reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to particular Old Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless

25

waived, any defects or irregularities in connection with tenders of Old Notes must be cured within the time we shall determine. Although we intend to notify holders of defects or irregularities related to tenders of Old Notes, neither we nor the exchange agent nor any other person will be under any duty to give notification of defects or irregularities related to tenders of Old Notes nor will any of them incur liability for failure to give notification. Tenders of Old Notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, promptly following the expiration date.

Guaranteed Delivery Procedures

        If you wish to tender your Old Notes and:

•

your Old Notes are not immediately available;



•

you cannot complete the procedure for book-entry transfer on a timely basis;



•

you cannot deliver your Old Notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date; or



•

you cannot complete a tender of Old Notes held in book-entry form using DTC's ATOP procedures on a timely basis, then you may effect a tender if you tender through an eligible institution as defined under "—Procedures for Tendering—Signatures," or if you tender using ATOP's guaranteed delivery procedures.

        A tender of Old Notes made by or through an eligible institution will be accepted if:

•

before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery, that: (1) sets forth the name and address of the holder, the certificate number or numbers of the holder's Old Notes and the principal amount of the Old Notes tendered, (2) states that the tender is being made, and (3) guarantees that, within three business days after the expiration date, a properly completed and validly executed letter of transmittal or facsimile, together with certificates representing the Old Notes to be tendered in proper form for transfer, or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and



•

the properly completed and executed letter of transmittal or a facsimile, together with the certificates representing all tendered Old Notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

        A tender made through DTC's ATOP will be accepted if:

•

before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives an agent's message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the Old Notes that it has received and agrees to be bound by the notice of guaranteed delivery; and



•

the exchange agent receives, within three business days after the expiration date, either: (1) a book-entry confirmation transmitted via DTC's ATOP procedures; or (2) a properly completed and executed letter of transmittal or a facsimile, together with the certificates representing all tendered Old Notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal.

26

        Upon your request, the exchange agent will send to you a notice of guaranteed delivery so that you may tender your Old Notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

        You may withdraw Old Notes you tendered at any time before 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Old Notes in the exchange offer:

•

a written or facsimile transmission of a notice of withdrawal must be received by the exchange agent at its address listed below before 5:00 p.m., New York City time, on the expiration date; or



•

you must comply with the appropriate DTC ATOP procedures.

        Any notice of withdrawal must:

•

specify the name of the person having deposited the Old Notes to be withdrawn;



•

identify the Old Notes to be withdrawn, including the certificate number or numbers and principal amount of the Old Notes or, in the case of Old Notes transferred by book-entry transfer, the name and number of the account at the depositary to be credited;



•

be signed by the same person and in the same manner as the original signature on the letter of transmittal by which the Old Notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee for the Old Notes to register the transfer of the Old Notes into the name of the person withdrawing the tender; and



•

specify the name in which any of the Old Notes are to be registered, if different from that of the person who deposited the Old Notes to be withdrawn.

        All questions as to the validity, form and eligibility, including time of receipt, of the withdrawal notices will be determined by us, and our determinations will be final and binding on all parties. Any Old Notes so withdrawn will be judged not to have been tendered for purposes of the exchange offer, and no New Notes will be issued in exchange for those Old Notes unless you validly retender the Old Notes so withdrawn. If your Old Notes that have been tendered are not accepted for exchange, they will be returned to you promptly without cost to you or, in the case of Old Notes tendered by book-entry transfer, into your account at DTC according to the procedures described above. This return or crediting will take place promptly after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn Old Notes by following one of the procedures described above under "—Procedures for Tendering" at any time before the expiration date.

Conditions

        The exchange offer is subject only to the following conditions:

•

the compliance of the exchange offer with securities laws;



•

the proper tender of the Old Notes;



•

our receipt of the required representations by the holders of the Old Notes described above;



•

no judicial or administrative proceeding being pending or threatened that would limit us from proceeding with the exchange offer; and



•

regulatory approvals of Colorado state gaming authorities.

        The foregoing conditions are for our sole benefit and we may assert them regardless of the circumstances giving rise to any such condition or we may waive them in whole or in part at any time and from time to time until the expiration date in our sole discretion. Our failure at any time to

27

exercise any of the forgoing rights does not constitute a waiver of that right. Each of these rights is an ongoing right that we may assert at any time and from time to time. All conditions to the offer must be satisfied or waived (other than those dependent upon receipt of necessary government approvals) before the expiration date.

        In addition, we will not accept for exchange any Old Notes tendered, and no New Notes will be issued in exchange for those Old Notes, if at the time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939.

Exchange Agent

        Wells Fargo Bank, National Association, the trustee under the indenture, has been appointed as exchange agent for the exchange offer. In this capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. You should direct requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal to the exchange agent at the address below. You should send certificates for Old Notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

By Registered and Certified Mail	By Overnight Courier or Regular Mail	By Hand Delivery
Wells Fargo Bank, National	Wells Fargo Bank, National	Wells Fargo Bank, National Association
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Operations
MAC N9303-121	MAC N9303-121	608 2nd Avenue South
P.O. Box 1517	6th & Marquette Avenue	Northstar East Building—12thFloor
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402
or By Facsimile Transmission: (612) 667-6282
Telephone: (800) 344-5128

        Delivery of the letter of transmittal to an address other than as listed above or transmission of instructions via facsimile other than as described above does not constitute a valid delivery of the letter of transmittal.

Solicitation of Tenders; Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation under the exchange offer is being made by mail. Our officers and regular employees and our affiliates may make additional solicitations in person, by telegraph, telephone or telecopier.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer.

        We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs.

Transfer Taxes

        You will not be obligated to pay any transfer tax in connection with the exchange, unless you instruct us to register New Notes in the name of, or request that notes not tendered or not accepted in

28

the exchange offer be returned to, a person other than you. Under those circumstances, you will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

        The New Notes will be recorded at the same carrying value as the Old Notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the New Notes.

Participation in the Exchange Offer; Untendered Notes

        Participation in the exchange offer is voluntary. Holders of the Old Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

        As a result of the making of, and upon acceptance for exchange of all Old Notes tendered under the terms of this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. If you do not tender your Old Notes in the exchange offer, you will continue to hold your Old Notes and will be entitled to all the rights, subject to certain limitations, applicable to the Old Notes under the indenture. Holders of Old Notes will no longer be entitled to any rights under the registration rights agreement, which terminate and cease to have effect upon consummation of this exchange offer. All untendered Old Notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent that Old Notes are tendered and accepted in the exchange offer, the trading market for untendered Old Notes could be adversely affected. The reduction in the number of outstanding Old Notes following the exchange will probably significantly reduce the liquidity of the untendered notes.

        If you do not exchange your restricted Old Notes for registered New Notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer of the restricted notes as described in the legend on the notes. In general, the restricted notes may be offered or sold only if registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

        We may in the future seek to acquire untendered Old Notes in the open market or through privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. We intend to make any acquisition of Old Notes in accordance with the applicable requirements of the Exchange Act, and the rules and regulations of the Commission under the Exchange Act, including Rule 14e-1, to the extent applicable. We have no present plan to acquire any Old Notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any Old Notes that are not tendered in the exchange offer. Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

29

USE OF PROCEEDS

        We will not receive any proceeds in connection with the exchange offer. In consideration for issuing the New Notes in exchange for the Old Notes as described in this prospectus, we will receive, retire and cancel the Old Notes.

        We used the money raised from the issuance of Old Notes on June 16, 2006, together with borrowings under our senior credit facility, to (i) pay $148.0 million aggregate principal amount on our then outstanding 11⁷/8% Senior Secured Notes due 2009, along with $3.2 million of accrued and unpaid interest to the redemption date and the related tender and consent costs of $9.4 million, (ii) acquire the assets of Piñon Plaza Casino in Carson City, Nevada for approximately $14.5 million, (iii) acquire three truck plazas and raw land suitable for a fourth truck plaza in Louisiana from an affiliated party for an aggregate of approximately $15.0 million, (iv) acquire two additional truck plaza facilities in Louisiana from an unaffiliated party for an aggregate purchase price of approximately $5.8 million, (v) pay a distribution to our stockholders in connection with a previous purchase from an unaffiliated party of two truck plazas in Louisiana of approximately $8.8 million, (vi) pay a distribution to our stockholders of $10.0 million, (vii) refinance approximately $26.5 million of existing indebtedness (including approximately $19.5 million of subordinated debt held by our stockholders), and (viii) pay related fees and expenses associated with the foregoing of approximately $7.5 million, and add approximately $1.3 million to cash.

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CAPITALIZATION

        The following table sets forth our actual and as adjusted cash and cash equivalents and capitalization as of March 31, 2006. The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the financial statements and notes thereto appearing in that section in this prospectus.

		As of March 31, 2006
		Actual		As Adjusted(1)
		(Dollars in Thousands)
Cash and cash equivalents		$	18,130	$	27,808
Long-term debt including current maturities:
	Senior credit facility(2)	$	—	$	40,000
	Senior unsecured notes(3)		—		210,000
	Previously existing senior notes		147,650		—
	Previously existing line of credit		4,000		—
	Black Hawk Special Assessment Bonds		3,526		3,526
	Indebtedness of Colonial Holdings		6,071		3,071
	Other indebtedness of Jacobs Entertainment		1,258		1,258
	Stockholders' notes payable(4)		19,489		—
	Other note payable(5)		944		944
Total long-term debt			182,938		258,799
Total stockholders' equity(6)			72,883		30,985
	Total capitalization	$	255,821	$	289,784

(1)

As Adjusted data gives effect to our refinancing transactions which were completed on June 16, 2006 as if such transactions had been consummated on March 31, 2006.

(2)

On June 16, 2006 we entered into a $100.0 million senior credit facility consisting of (a) a $40.0 million revolving credit facility, (b) a $40.0 million term loan facility and (c) a $20.0 million delayed draw term loan facility. The amounts shown represent the amounts drawn on our term loan facility on June 16, 2006.

(3)

Amount represents our senior unsecured notes of $210.0 million issued on June 16, 2006 referred to herein as the "Old Notes."

(4)

Amount represented subordinated notes payable to our two stockholders.

(5)

This amount was paid on May 17, 2006.

(6)

Reduction resulted principally from actual and constructive dividends paid (net of contributions) to our stockholders of approximately $24.3 million, the write-off of previous debt issuance costs of $15.6 million and other miscellaneous costs of $2 million.

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SELECTED FINANCIAL DATA

        The following selected consolidated historical financial data of the Company and its consolidated subsidiaries is derived from our audited financial statements. The selected consolidated historical financial data should be read in conjunction with the consolidated financial statements and notes thereto and other financial information included herein. The selected consolidated historical financial data as of March 31, 2006 and for the three months ended March 31, 2006 and 2005 are derived from our unaudited consolidated financial statements.

		As of and for the Year Ended December 31,															As of and for the Three Months Ended March 31,
		2005			2004			2003			2002			2001			2006			2005
		(Dollars in Thousands)
Statements of Operations Data:
	Net revenues	$	234,083		$	194,152		$	171,849		$	153,720		$	46,653		$	69,082		$	51,062
	Total costs and expenses		216,173			170,620			149,645			130,869			42,568			58,147			44,725
	Operating income		17,910			23,532			22,204			22,851			4,085			10,935			6,337
	Interest expense, net		(22,232	)		(19,641	)		(19,573	)		(18,106	)		(4,130	)		(5,854	)		(5,239	)
	Income tax expense		(423	)		—			—			—			—			—			—
	Equity in earnings (loss) of investments and minority interest		—			—			—			(1,807	)		4,635			—			—
	Net income (loss)	$	(4,745	)	$	3,891		$	2,631		$	2,938		$	4,590		$	5,081		$	1,098
Balance Sheet Data (end of period):
	Current assets	$	30,078		$	28,284		$	22,045		$	26,850		$	5,148		$	29,003		$	27,909
	Total assets		278,753			252,266			238,984			236,226			105,992			278,141			256,874
	Current liabilities		30,572			25,329			24,107			24,351			10,233			25,416			22,748
	Long-term debt, capital lease obligations and other liabilities		180,379			152,333			145,867			147,113			14,692			179,842			172,842
	Minority interest		—			—			—			—			17,308			—			—
	Stockholders' equity		67,802			74,604			69,010			64,762			63,759			72,883			61,284
Financial Data
	Ratio of earnings to fixed charges(1)		0.81x			1.19x			1.13x			1.26x			2.29x			1.83x			1.20x

(1)

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of income (loss) before income taxes, equity earnings (losses) of investments and minority interest, plus fixed charges, amortization of capitalized interest and distributions from equity investees, less interest capitalized during the period. Fixed charges consist of interest on indebtedness (whether expensed or capitalized), amortization of deferred financing costs, discounts and premiums and that portion of rental expense that we believe is representative of interest.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section discusses the results of our operations on a historical basis for the periods indicated. The discussion and analysis of historical periods do not reflect the significant impact that the transactions completed on June 16, 2006 will have on us and our consolidated subsidiaries. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements and the "Unaudited Pro Forma Condensed Consolidated Financial Statements" that are included elsewhere in this prospectus. Certain statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations constitute "forward-looking statements," which statements involve risks and uncertainties described elsewhere in this prospectus.

Our historical information may not necessarily be meaningful when making year-to-year comparisons, as our cost structure, debt structure, capitalization, and the overall composition of our company following certain of the transactions discussed herein have significantly changed. Further, the historical information should not necessarily be taken as a reliable indication of our future performance.

TABLE OF CONTENTS TO MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

Description of item		Page
1.	Company background	33
2.	Significant transactions occurring during the year ended December 31, 2005 and their related accounting treatment	34
3.	Significant transactions occurring after the year ended December 31, 2005	35
4.	Overview and discussion of our operations	35
5.	Comparison of our operations for the three months ended March 31, 2006 compared to the three months ended March 31, 2005	38
6.	Comparison of our operations for the year ended December 31, 2005 to the year ended December 31, 2004	41
7.	Comparison of our operations for the year ended December 31, 2004 to the year ended December 31, 2003	43
8.	Liquidity and capital resources—March 31, 2006	45
9.	Critical accounting policies and estimates	47
10.	EBITDA segment information and discussion of operations—three months ended March 31, 2006 and 2005	48
11.	EBITDA segment information and discussion of operations—three years ended December 31, 2005	55

1.     Company background

        We are a developer, owner and operator of gaming and pari-mutuel wagering facilities throughout the United States, with properties located in Colorado, Louisiana, Nevada and Virginia. We own and operate four land-based casinos (a fifth is under construction), sixteen video gaming truck plazas (three of which are leased) and a horse racing track with nine satellite-wagering facilities (five of which are leased). In addition, we are party to an agreement that entitles us to a portion of the gaming revenue from an additional truck plaza video gaming facility.

        We have elected to be taxed under the provisions of Subchapter "S" of the Internal Revenue Code of 1986. Under those provisions, the owners of our company pay income taxes on our taxable income.

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2.     Significant transactions occurring during the year ended December 31, 2005 and their accounting treatment

Sale of additional notes and purchase of three truck plaza video gaming facilities

        On March 2, 2005 we sold $23 million of new notes subject to the same terms and conditions as our then existing senior secured notes, carrying a coupon of 11⁷/8% are due 2009 with interest payable on each February 1 and August 1. We issued the new notes at a 10% premium over their principal amount which yielded total proceeds, before offering costs, of approximately $25.3 million. We used $22.5 million of the proceeds to acquire three truck plaza video gaming facilities known as Breaux Bridge, Eunice and Jefferson Parish from a related party which is owned and controlled by our owners. The balance of the proceeds was used to pay the offering costs of the new notes. Breaux Bridge opened for gaming operations on September 22, 2004, Eunice opened for gaming operations on March 28, 2005, and due in part to the impacts of hurricanes Katrina and Rita, our Jefferson Parish facility's license was delayed 90 days, and became licensed and operational for gaming purposes on September 22, 2005. Generally, these three locations conducted truck, fuel and convenience store sales operations for several months prior to being allowed to commence video poker gaming operations.

        Due to the related party nature of this transaction (and under the terms of the indenture governing our then existing notes) we obtained a fairness opinion from an investment banking firm that the acquisition of the three video poker truck plazas was fair to us from a financial point of view. For accounting and financial reporting purposes, the transaction was accounted for as a combination of entities under common control, which is treated similarly to a pooling of interests. Under this method of accounting, the acquisitions were recorded at the related party's historical identifiable cash cost in the net assets acquired, approximately $10.1 million. The difference between the purchase price of $22.5 million and the net assets acquired of $10.1 million was recorded for accounting and financial reporting purposes as a net distribution to our two owners of approximately $12.4 million, and accordingly our stockholders' equity was reduced by that net amount.

        The consolidated financial statements presented in this prospectus have been restated to the dates of the formation of each of the three acquired truck plaza entities during 2003.

        The accompanying management's discussion and analysis of operations for the years ended December 31, 2005, 2004 and 2003 includes retroactive adjustments to account for the acquisition of the three video poker truck plazas as though the transaction had occurred at the beginning of each of the years presented. Accordingly, certain historical data that was previously reported in prior filings has been adjusted to account for this business combination.

Termination of management contract and acquisitions

        On September 30, 2005, Colonial Downs completed a transaction with Magna Entertainment Corp. ("MEC"), an affiliate of the Maryland Jockey Club ("MJC"), under which Colonial Downs acquired all of the outstanding shares of Maryland-Virginia Racing Circuit, Inc. (the "Circuit"), a wholly-owned subsidiary of MEC, for $10 million. The sale was approved by the Virginia Racing Commission on September 28, 2005. Under the terms of the purchase agreement, Colonial Downs paid $7 million in cash at closing and issued a one-year $3 million note bearing interest at the prime rate plus 1% (7.75% at December 31, 2005). The note is guaranteed by JEI. The stock acquisition has been characterized as a termination of a contract because the primary assets owned by the Circuit was a management agreement with Colonial Downs and as such, $10.4 million, which is the $10 million purchase price plus $0.4 million in legal and professional fees associated with this transaction, has been expensed in the current year. As part of the transaction, Colonial Downs paid an existing promissory note to MJC in the amount of $73,000, plus accrued interest. Colonial Downs also paid the Circuit's prorated 2005 management fees of approximately $1.8 million. Under the agreement, a Maryland-Virginia thoroughbred racing circuit will continue for ten years with live thoroughbred racing in Maryland

34

concluding on the later of the Monday following the running of the Belmont Stakes Race or June 17 of each year and beginning at Colonial Downs thereafter. Under the agreement, no live thoroughbred racing will resume in Maryland before August 1^st of each year.

        On December 16, 2005, we acquired from an unaffiliated party Fuel Stop 36 in Lake Charles, Louisiana for $6.1 million. On December 20, 2005, we acquired from an unaffiliated party the assets of Larose Truck Plaza in Lockport, Louisiana for $6.2 million. The purchases of these two truck plaza video gaming facilities were recorded using the purchase method of accounting.

3.     Significant transactions occurring after the year ended December 31, 2005

        We completed the refinancing and acquisition transactions described below in June 2006. The impact of these transactions is discussed below, particularly in Sections 5 and 8.

Refinancing

        On June 16, 2006, we entered into a $100.0 million credit agreement (the "Credit Agreement") with several institutional lenders. Also on June 16, 2006, we entered into an indenture (the "Indenture") with Wells Fargo Bank, National Association, as Trustee, in connection with our issuance of $210.0 million of our 9³/4% Senior Unsecured Notes due June 15, 2014.

        Simultaneously with the execution of the above mentioned agreements we paid off our 11⁷/8% senior notes due 2009 with an outstanding balance of $148.0 million plus accrued and unpaid interest, along with related premium and tender consent costs of $9.4 million.

        For further information concerning the terms of our Credit Agreement and Indenture, see our Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2006. Also see "Use of Proceeds." above which shows the application of funds received from our new credit facilities.

Acquisition Transactions

        On June 16, 2006 we acquired three truck plaza video gaming facilities and the raw land to possibly develop a fourth truck plaza video gaming facility for $15.0 million from Gameco Holdings, Inc., an affiliated company.

        In May 2006, we entered into an agreement to purchase two additional truck plaza video gaming facilities from an unaffiliated party for $5.8 million (including other acquisition and transaction costs), which closed shortly after the refinancing described above.

        On November 2, 2005, we entered into a definitive asset purchase agreement with an unaffiliated party under which we agreed to acquire all of the assets of the Piñon Plaza Hotel and Casino in Carson City, Nevada. The assets purchased included all of the personal property, buildings and improvements used by Piñon Plaza in the operation of its casino, hotel, bowling alley and RV park. The purchase price for the assets was $14.5 million. This transaction closed shortly after we received approval of the Nevada Gaming Commission on June 22, 2006.

4.     Overview and discussion of our operations

        During the fourth quarter of 2005 we began to consolidate the management and accounting functions of our company. We relocated our offices and have made Golden, Colorado our corporate headquarters. We believe that over the long term we will gain operational efficiencies and costs savings. Each of our casino properties (The Lodge, the Gilpin, Gold Dust West and Piñon Plaza), i.e., the Western Division, is managed by an on-site General Manager, each of whom reports to a Vice-President of Operations who is located in our Golden, Colorado offices. Our Eastern Division comprises all of our video poker truck-plaza operations and our Virginia race track and satellite betting

35

parlor facilities. Each of our divisions is headed by a President, each of whom reports to our Chief Executive Officer located in West Palm Beach, Florida. Our management team conducts monthly video conferencing and teleconferencing calls and each of the divisions functions as a separate profit center. We account for our businesses in segments, with each segment designated by the state in which its properties operate. Presently, we operate with four segments: Colorado, Louisiana, Nevada and Virginia. By centralizing our operations we believe we are able to obtain some economies of scale in accounting, human resources, centralized purchasing and other areas. We will continue to consolidate several of our other corporate functions as we expand our operations and acquire additional properties.

        When we analyze and run our business units, we focus on several measurements which we believe provide us with the necessary ratios and key performance indicators in order for us to determine how we are doing versus our competition and against our own internal goals and budgets. We confer monthly and discuss and analyze significant variances and try to identify trends and changes in our business. Additionally, we utilize EBITDA (earnings before interest, taxes, depreciation and amortization) as one of the primary methods of reviewing and analyzing the results of our operations of each property. While we recognize that EBITDA is not a generally accepted accounting principle (i.e., is a non-GAAP financial measure), we nonetheless believe it is useful because it allows investors and management to evaluate and compare operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Additionally, most analysts following the gaming industry utilize EBITDA as a financial measurement and when our note holders inquire and discuss our operational performance with us, they invariably inquire as to our EBITDA and our EBITDA margins versus our competitors. Finally, EBITDA is a key component of certain financial covenants contained in our debt agreements and as such it is a critical ingredient that we watch closely in order to measure our historical performance as well as to determine our ability to achieve future growth and ensure compliance with our note indenture covenants.

        In addition to the performance measurements discussed above, we pay particular attention to our monthly and annual cash flow. Our business is sensitive to shifts in volumes and levels of activity and we find it necessary to watch our cash closely. Every six months (June 15 and December 15) we have a cash interest payment due on our $210 million of senior unsecured notes amounting to approximately $20.5 million. We have a $40 million revolver with a lender on which we may draw in order to make our interest payments. This is generally a function of the timing of cash receipts from our operations coupled with the amount of cash we need to run the business—i.e., our cash inventory. We estimate that we require approximately $12 million of cash inventory to run our business. We may be able to reduce this amount when we are able to consolidate our cash from our various operations. This would reduce the amount of borrowings we would need and free up cash and working capital to pay interest on our notes and/or to finance operations. This will be another by-product of our goal to centralize our business operations. See also "—Liquidity and Capital Resources."

36

        Our results of operations reflect the consolidated operations of all our subsidiaries. A summary of our consolidated operating results for the years ended December 31, 2005, 2004 and 2003 and the three month period ended March 31, 2006 and 2005 is as follows:

				Year Ended December 31,									Three Months Ended March 31,
				2005			2004			2003			2006			2005
				(Dollars in Thousands)
Revenues
	Gaming:
		Casino		$	115,607		$	108,347		$	96,816		$	29,443		$	27,463
		Truck plaza			37,432			24,842			24,108			14,390			7,527
		Pari-mutuel			35,988			32,946			29,189			9,064			7,908
	Food and beverage				19,774			17,964			16,383			5,343			4,505
	Convenience store—fuel				37,361			21,690			17,229			13,738			6,936
	Other				11,096			8,538			7,776			3,369			2,185
	Less: promotional allowances				(23,175	)		(20,175	)		(19,652	)		(6,265	)		(5,462	)
			Total net revenues		234,083			194,152			171,849			69,082			51,062
Costs and expenses					216,173			170,620			149,645			58,147			44,725
Operating income					17,910			23,532			22,204			10,935			6,337
Interest expense, net					(22,232	)		(19,641	)		(19,583	)		(5,854	)		(5,239	)
Other income					—			—			10			—			—
Income tax expense					(423	)		—			—			—			—
			Net (loss) income	$	(4,745	)	$	3,891		$	2,631		$	5,081		$	1,098

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5.     Comparison of our operations for the three months ended March 31, 2006 and the three months ended March 31, 2005

        The following table summarizes the consolidated revenues and expenses of Jacobs Entertainment, Inc. for the three months ended March 31, 2006 and 2005:

				Three Months Ended March 31,
				2006			2005			$ Change			% Variance
				(Dollars in Thousands)
REVENUES:
	Gaming:
		Casino		$	29,443		$	27,463		$	1,980		7.21	%
		Truck stop			14,390			7,527			6,863		91.18	%
		Pari-mutuel			9,064			7,908			1,156		14.62	%
	Food and beverage				5,343			4,505			838		18.60	%
	Convenience store—Fuel				13,738			6,936			6,802		98.07	%
	Convenience store—Other				2,196			1,099			1,097		99.82	%
	Hotel				511			416			95		22.84	%
	Other				662			670			(8	)	-1.19	%
			Total revenues		75,347			56,524			18,823		33.30	%
			Promotional allowances		(6,265	)		(5,462	)		(803	)	14.70	%
			Net revenues		69,082			51,062			18,020		35.29	%
COSTS AND EXPENSES:
	Gaming:
		Casino			10,530			9,766			764		7.82	%
		Truck stop			7,348			4,009			3,339		83.29	%
		Pari-mutuel			7,270			7,063			207		2.93	%
	Food and beverage				2,667			2,377			290		12.20	%
	Convenience store—Fuel				12,952			6,538			6,414		98.10	%
	Convenience store—Other				2,731			1,421			1,310		92.19	%
	Hotel				75			110			(35	)	-31.82	%
	Marketing, general and administrative				11,582			10,897			685		6.29	%
	Depreciation and amortization				2,992			2,544			448		17.61	%
		Total costs and expenses			58,147			44,725			13,422		30.01	%
OPERATING INCOME					10,935			6,337			4,598		72.56	%
	Interest expense, net				(5,854	)		(5,239	)		(615	)	11.74	%
NET INCOME				$	5,081		$	1,098		$	3,983		362.75	%

        Casino revenues increased approximately $2 million or 7% from $27.4 million for the three months ended March 31, 2005 to $29.4 million for the three months ended March 31, 2006. The increase in casino revenues is a result of increased casino revenues at The Lodge of $0.9 million or 5% and the Gilpin of $0.4 million or 8%, and Gold Dust West of $0.7 million or 14%. The increase in the revenues at our properties is a result of several factors. We have expanded capital investments in our slot product over the last year including the implementation of a TITO system at Gold Dust West, The Lodge, and the Gilpin. The Gilpin's poker room was opened in March 2005 resulting in increased casino revenues of approximately $0.3 million as compared to the prior period. In addition, casino revenues at our two Colorado properties continued to be positively affected due to construction disruption at a competing casino.

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        Truck stop gaming revenues increased approximately $6.9 million or 91% for the three month period ended March 31, 2006 compared to the three month period ended March 31, 2005. Approximately $4.4 million of this increase is attributable to the new casino operations of four truck stop locations during the three month period ended March 31, 2006. We purchased two additional truck stops in December 2005. These truck stops commenced casino operations late in the first and third quarters of 2005 respectively. The remaining increase is due to increased business levels after two hurricanes caused the closure of riverboat casinos and caused the relocation of New Orleans residents to the outlying communities serviced by some of our truck stop casinos.

        Pari-mutuel revenues increased $1.2 million or 15% from $7.9 million to $9.1 million for the three months ended March 31, 2005 compared to the three months ended March 31, 2006, respectively. The increase in revenues is primarily attributable to an increase of $2.3 million generated by the new off track wagering facilities opened in Martinsville, Chesapeake and Scott County, Virginia in August 2005, October 2005 and January 2006, respectively; an increase of $0.6 million at the South Richmond off track wagering facility; an increase of $0.4 million generated by account wagering, offset by a $2.1 million decrease in wagering revenues at the remaining off track wagering facilities.

        Food and Beverage revenues increased $0.8 million or 19% from $4.5 million to $5.3 million for the three month period ended March 31, 2005 as compared to the three month period ended March 31, 2006, respectively. This increase is attributable to an increase of $0.2 million at The Lodge, $0.1 million at Colonial Downs and $0.6 million at the truck stop facilities offset by a $0.1 million decrease at Gold Dust West. The increase at The Lodge was due to additional complimentary food and beverage program sales. The increase at Colonial Downs is attributable to the opening of three new off track wagering facilities. The increase in Louisiana is the result of sales at Jefferson, Eunice, Fuel Stop 36 and Larose Truck Plaza, and the increased business levels overall. The decrease in food and beverage sales at Gold Dust West was due to reduced complimentary food and beverage program sales.

        Convenience store fuel revenues increased $6.8 million or 98% from $6.9 million to $13.7 million for the three months ended March 31, 2005 compared to the three months ended March 31, 2006, respectively. Of this increase $3.1 million is due to the fuel operations of the two truck stops acquired in December 2005. The remaining increase was the result of the average selling price of fuel rising from $1.92 to $2.41 per gallon, and the increased business levels as a result of the hurricanes.

        Convenience store other revenues increased $1.1 million or 100% from $1.1 million to $2.2 million for the three months ended March 31, 2005 compared to the three months ended March 31, 2006, respectively. The addition of Fuel Stop 36 and Larose Truck Plaza in December 2005 is responsible for $0.7 million of the increase. The remaining $0.4 million increase is due to increased business levels due to the hurricanes.

        Hotel revenues increased $0.1 million or 23% from $0.4 million for the three months ended March 31, 2005 to $0.5 million for the three months ended March 31, 2006, respectively. The increase is attributable to The Lodge hotel rooms which were closed for 10 days in 2005 for remodeling.

        Promotional allowances increased $0.8 million or 15% from $5.5 million for the three months ended March 31, 2005 to $6.3 million for the three months ended March 31, 2006, respectively. The increase is primarily attributable to an increase in promotional allowances at The Lodge of $0.6 million, and the truck stops in Louisiana of $0.2 million. The increase at The Lodge is attributable to increased hotel, food, and beverage complimentary sales and cash incentives to our customers. The increase in Louisiana is the result of $0.1 million in complimentary food and beverage sales at Jefferson, Eunice, Fuel Stop 36 and Larose Truck Plaza, and $0.1 million in additional promotional allowance due to the increased business levels overall.

        Casino expenses increased $0.8 million or 8% from $9.8 million to $10.5 million for the three months ended March 31, 2005 compared to the three months ended March 31, 2006, respectively. This

39

increase is a result of an increase at The Lodge of $0.6 million or 10% and Gilpin of $0.1 million or 6%. The increase in The Lodge expenses is due to increased gaming taxes (due to increased gaming revenues), slot participation costs, general operating supplies and maintenance. The increase in Gilpin is attributable to gaming taxes and operating cost of Gilpin Poker Room which opened in the first quarter of 2005.

        Truck stop gaming expenses increased $3.3 million or 83% for the three months ended March 31, 2006 compared to the three months ended March 31, 2005. Approximately $1.5 million of this increase is due to the opening of two new casino operations in Eunice and Jefferson, Louisiana late in the first quarter of 2005 and the third quarter of 2005, respectively. The two new casino properties purchased in December 2005, Fuel Stop 36 and Larose Truck Plaza are responsible for $0.8 million of the increase. The remaining $1.0 million increase is associated with increased business levels due to the closure of riverboat casinos and the relocation of New Orleans' residents as a result of hurricanes Katrina and Rita in the fourth quarter of 2005.

        Pari-mutuel costs and expenses increased $0.2 million or 3% from $7.1 million to $7.3 million for the three months ended March 31, 2005 compared to the three months ended March 31, 2006. The increase is primarily attributable to the new off track wagering facilities opened in Martinsville, Chesapeake and Scott County, Virginia in August 2005, October 2005 and January 2006, respectively, offset by a decrease that resulted from the elimination of management fees as part of the termination of the agreement with the Circuit in September 2005.

        Food and beverage costs and expenses increased $0.3 million or 12% for the three month period ended March 31, 2006 compared to the three month period ended March 31, 2005. The increase is primarily attributable to costs associated with the increase in food and beverage sales for the same comparable period.

        Convenience store fuel expenses increased $6.4 million for the three months ended March 31, 2006 compared to the three months ended March 31, 2005. The addition of Fuel Stop 36 and Larose Truck Plaza is responsible for $3.0 million of the increase. The remaining increase in fuel expense is the result of the average cost of fuel rising from $1.66 to $2.28 per gallon and increased business levels due to the hurricanes.

        Convenience store other costs and expenses increased $1.3 million for the three months ended March 31, 2006 compared to the three months ended March 31, 2005. Approximately $0.7 million of the increase is due to the two new locations purchased in December 2005, Fuel Stop 36 and Larose Truck Plaza. The remaining $0.6 million increase is due to increased business levels at the other locations due to the hurricanes.

        Hotel expenses decreased less than $0.1 million as a result of an increased cost allocation to casino expenses associated with hotel complimentary sales. As complimentary sales increase, costs associated with the complimentary sales are charged to casino expense. Additionally, there was a reduction of room availability at Gold Dust West.

        Marketing, general and administrative expenses increased $0.7 million or 6% for the current three months ended March 31, 2006 compared to the three months ended March 31, 2005. This increase is primarily attributable to an increase at Colonial Downs of $0.5 million, the truck plazas of $0.4 million, The Lodge of $0.2 million, Gold Dust West of $0.1 million, offset by a reduction in corporate overhead expense of $0.5 million. Higher marketing costs at our operating units drove increased revenue for all segments. The decrease in corporate overhead was primarily the result of a decrease in costs related to Sarbanes-Oxley Section 404 compliance work and a reduction in travel expenses.

        Depreciation and amortization expense increased $0.4 million from $2.6 million to $3.0 million for the three month period ended March 31, 2005 compared to the three months ended March 31, 2006. The increase is attributable to additional purchases of assets at all locations.

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        Interest expense increased $0.6 million for the three month period ended March 31, 2006 as compared to the same period of 2005. The increase is attributable to the issuance of $23 million in additional senior secured notes in conjunction with the acquisition of three truck stop facilities in February 2005.

6.     Comparison of our operations for the year ended December 31, 2005 to the year ended December 31, 2004

Revenues:

        Casino revenues increased approximately $7.3 million or 7% from $108.3 million for the year ended December 31, 2004 to $115.6 million for the year ended December 31, 2005. The increase in casino revenues is a result of increased casino revenues at The Lodge of $4.1 million or 6% and Gilpin of $2.9 million or 16%, and Gold Dust West of $0.3 million or 1%. The increase in the revenues at our properties is a result of several factors. We continued to focus our capital investments in our slot products including the implementation of TITO systems at The Lodge and Gilpin. Gilpin's poker room was opened in March 2005 resulting in increased casino revenues of approximately $0.9 million as compared to the prior year. In addition, casino revenues at our two Colorado properties were positively affected due to construction disruptions at two competing casinos.

        Truck plaza gaming revenues increased approximately $12.6 million or 51% for the year ended December 31, 2005 compared to the year ended December 31, 2004. We attribute $7.1 million of this increase to the gaming operations of our five new truck plaza locations acquired during the year ended December 31, 2005. The Breaux Bridge truck plaza commenced gaming operations in the third quarter of 2004. The Eunice and Jefferson truck plaza locations commenced gaming operations in the late first and third quarters of 2005 respectively. The Larose Truck Plaza and Fuel Stop 36 locations commenced gaming operations late in the fourth quarter of 2005.

        Pari-mutuel revenues increased $3.0 million or 9% from $32.9 million to $35.9 million for the year ended December 31, 2004 compared to the year ended December 31, 2005. The increase was primarily due to the opening in August of a new satellite wagering facility in Henry County, Virginia, and the opening in October 2005 of a second satellite wagering facility in Chesapeake, Virginia, and an increase in the number of live racing days in 2005 from 66 to 76.

        Food and Beverage revenues increased $1.8 million or 10% from $18 million to $19.8 million for the year ended December 31, 2005 as compared to the year ended December 31, 2004. Of this increase, $0.5 million is attributable to the Lodge, $0.5 million to Colonial Downs and $0.8 million to the truck plaza facilities. The increase at Colonial Downs is attributable to the opening in August 2005 of a new satellite wagering facility in Henry County, Virginia, the opening in October 2005 of a second satellite wagering facility in Chesapeake, Virginia, and an increase in the number of live racing days from 66 in 2004 to 76 in 2005. The increase at the truck plazas is attributable to the acquisitions of the five additional truck plaza locations, which was $0.4 million of the increase, and the remaining $0.4 million was attributable to overall change in the food menu in mid 2005.

        Convenience store fuel revenues increased $15.7 million or 72% from $21.7 million to $37.4 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. The increase was the result of the average selling price of fuel rising from $1.78 to $2.29 per gallon, and the acquisition of the five additional truck plaza locations in 2005.

        Other revenues increased $2.6 million or 30% from $8.5 million for the year ended December 31, 2004 to $11.1 million for the year ended December 31, 2005. The increase is primarily attributable to miscellaneous sales made at the new satellite wagering facility that opened in November 2005 in Richmond, Virginia, and the new satellite wagering facility opened in October 2005 in Vinton, Virginia

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as well as the convenience store revenues generated from the opening of the Breaux Bridge, Louisiana truck plaza location in 2004.

        Promotional allowances increased $3.0 million or 15% from $20.2 million for the year ended December 31, 2004 to $23.2 million for the year ended December 31, 2005. The increase is primarily associated with an increase in promotional allowances at The Lodge of $2.1 million, Gilpin of $0.1 million, Gold Dust West of $0.1 million and the truck plazas in Louisiana of $0.7 million. The increase at The Lodge, Gilpin and Gold Dust West is attributable to a combination of increased complimentary sales and cash incentives to our customers. The increase in Louisiana is attributable primarily to $0.3 million in complimentary food and beverage sales at the five new truck plaza locations and $0.4 million in additional promotional allowances from new customer reward programs which began in mid 2005.

Cost and Expenses:

        The total costs and expenses shown in the above summary of our consolidated operating results include all costs and expenses for our casino operations, pari-mutuel facilities and video poker truck plaza operations, as well as our corporate overhead and abandonment costs. Total costs and expenses increased $45.5 million or 27% from $170.6 million for the year ended December 31, 2004 to $216.2 million for the year ended December 31, 2005 and were primarily associated with the increased revenue discussed above and as detailed below.

        Included in our total costs and expenses are our casino operating costs, which we review when we analyze our casino performance. Our total casino operating costs increased $4.9 million or 6% to $84.2 million from $79.3 million for the year ended December 31, 2005 compared to the year ended December 31, 2004.

        The Lodge comprised $2.2 million of this increase, Gilpin accounted for $2.6 million of the increase, with the balance of $0.1 million attributable to Gold Dust West. The increase in The Lodge expenses was due to increased gaming taxes (resulting from increased gaming revenues), slot participation costs, general operating supplies, and maintenance. The increase at Gilpin was attributable to gaming taxes and operating costs of the Gilpin Poker Room which opened in the first quarter of 2005. The increase at the Gold Dust West was related to an increase in depreciation and an increase in repairs and maintenance costs related to the snow storms that impacted the Reno market in January 2005.

        Included in our total costs and expenses are our video poker truck plaza operating costs, which we review when we analyze our truck plaza performance. Our total operating costs and expenses at our video poker truck plaza expenses increased $24.0 million or 54% to $69.0 million for the year ended December 31, 2005 compared to $44.8 million for the year ended December 31, 2004. Approximately $12 million of this increase is due to the opening of the five new truck plazas, $6.1 million was the result of increased fuel costs and approximately $5.9 million reflects other costs, primarily direct costs associated with increased gaming and convenience store revenues of the truck plazas.

        Included in our total costs and expenses are our pari-mutuel facilities, which we review when we analyze our race track and our off track betting facilities. Our total operating costs and expenses at our pari-mutuel facilities increased $16.5 million or 43% to $54.7 million for the year ended December 31, 2005 compared to $38.5 million for the year ended December 31, 2004. This increase is primarily attributable to the opening of the new satellite wagering facilities in Chesapeake, Virginia and Henry County, Virginia which we opened in August 2005 and October 2005, respectively, an increase in expense due to additional live race days, and $10.4 million in costs related to the Circuit contract termination described in Section 2 above.

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        On September 30, 2005, Colonial Downs completed a transaction with MEC under which Colonial Downs acquired all of the outstanding shares of the Circuit for a purchase price of $10 million. Under the terms of the purchase agreement, Colonial Downs paid $7 million in cash at closing of the transaction and issued a one-year $3 million note bearing interest at the prime rate plus 1% (7.75% at December 31, 2005). The stock acquisition has been characterized as a termination of a contract. As such, $10.4 million, including the $10 million purchase price and $0.4 million in legal and professional fees associated with this transaction, has been expensed in 2005.

        Our total corporate overhead costs and expenses increased by $1.2 million for the year ended December 31, 2005 compared to the year ended December 31, 2004. The increase is primarily the result of $0.6 million in costs to organize and operate a charity poker festival in Cleveland, Ohio from July through September 2005. The remaining $0.8 million increase is due to increased travel expenses, compensation, and legal fees.

        Abandonment costs decreased $1.5 million or 51% for the year ended December 31, 2005 compared to the year ended December 31, 2004. During the year ended 2004, we recorded a $2.9 million charge to operations attributable to the write-off of abandoned project costs. Included in these costs was $1.8 million related to development costs associated with a potential gaming site in D'Iberville, Mississippi, $0.8 million in direct acquisition costs consisting of option payments, and legal and accounting fee expenditures associated with four separate unrelated parties to acquire seven video poker truck plaza operations in Louisiana and approximately $0.3 million in other capitalized costs charged to operations due to abandonment of miscellaneous other projects. The 2005 abandonment charge of $1.4 million represents the allocated net book value of a stand-alone portion of Gold Dust West's motel building ("the L-wing") containing 66 of the property's 106 motel rooms. After considering alternative plans for this stand-alone portion of the motel including a refurbishing, we decided that the property would be better served with improved access and expanded parking. We began demolition of the L-wing during the first quarter of 2006 and substantially completed the project late in the second quarter at an approximate cost of $1.4 million. We added approximately 75 parking spaces as a result of the demolition. We continue to operate the remaining 40 hotel rooms.

        Interest expense increased $2.7 million for the year ended December 31, 2005 as compared to the year ended December 31, 2004. The increase is attributable to the issuance of $23 million in additional senior secured notes in conjunction with the acquisition of three truck plaza facilities as discussed above.

        Income tax expense of $0.4 million was incurred during the year ended December 31, 2005. On March 11, 2002, we received notice from the Internal Revenue Service asserting deficiencies in federal corporate income taxes for a subsidiary for the 1998 tax year. The proposed adjustment relates to the deductibility of depreciation taken against certain costs incurred by The Lodge to build and improve public assets. We are in the final phases of settling this issue with the Internal Revenue Service and have estimated and charged to earnings $423,000 which includes $149,000 of interest.

7.     Comparison of our operations for the year ended December 31, 2004 to the year ended December 31, 2003

Revenues:

        Casino revenues increased $11.5 million or 12% from $96.8 million for the year ended December 31, 2003 to $108.3 million for the year ended December 31, 2004. The increase in casino revenues is a result of increased casino revenues at The Lodge of $6.5 million or 11%, the Gilpin of $2.5 million or 15% and Gold Dust West of $2.6 million or 13%. We expanded capital expenditures in our slot product during 2004 including the implementation of a Ticket-In Ticket-Out ("TITO") system at Gold Dust West. Additionally, it appears that our marketing efforts proved successful as we continued to receive more than our fair share of the market (i.e. the percentage of casino revenues in

43

our market as compared to the percentage of machines in our market). Finally, casino revenues at our two Colorado properties were positively affected due to construction disruption at two competing casinos. It is anticipated that these competing casinos will have completed additions to their garages, restaurants and gaming facilities in the spring of 2006 and completed the hotel addition in the spring of 2007.

        Truck plaza revenues increased $0.7 million or 3% from $24.1 million for the year ended December 31, 2003 to $24.8 million for the year ended December 31, 2004. The increase in gaming revenues is a result of continuing marketing programs implemented to drive video poker revenue and the opening of the Breaux Bridge, Louisiana truck plaza in July 2004.

        Pari-mutuel revenues increased $3.8 million or 13% from $29.2 million for the year ended December 31, 2003 to $32.9 million for the year ended December 31, 2004. The increase in revenues is due to the new satellite wagering facility that we opened in November 2003 in Richmond, Virginia, and the new satellite wagering facility opened in October 2004 in Vinton, Virginia, coupled with eight additional live racing days at our track in New Kent, Virginia, during the year ended 2004 as compared to the year ended 2003.

        Food and beverage revenues increased $1.6 million or 10% from $16.4 million for the year ended December 31, 2003 to $18 million for the year ended December 31, 2004. This increase is attributable to an increase of $0.5 million at Gilpin, $0.5 million at The Lodge, $0.1 million at Colonial Downs, and $0.5 million at the truck plazas in the 2004 period as compared to the prior year. The increase in food and beverage revenues at The Lodge and Gilpin casinos was a result of increased traffic through the casinos as discussed above. The increase in food and beverage revenues at Colonial Downs is attributable to the new satellite facility that opened in November 2003 in Richmond, Virginia, and the new satellite wagering facility opened in October 2004 in Vinton, Virginia. The increase in food and beverage revenues at the truck plazas in 2004 as compared to the year ended 2003 was a result of increased complimentary activity to customers which was designed to drive an increase in fuel sales volume and truck plaza casino revenues as well as the opening of the Breaux Bridge, Louisiana location in 2004.

        Convenience store fuel revenues increased $4.5 million or 26% from $17.2 million for the year ended December 31, 2003 to $21.7 million for the year ended December 31, 2004. The increase is primarily attributable to the increase in the average price of fuel during 2004 as compared to 2003 as well as the opening of the Breaux Bridge, Louisiana location in 2004.

        Other revenues increased $0.8 million or 10% from $7.8 million for the year ended December 31, 2003 to $8.5 million for the year ended December 31, 2004. The increase is primarily attributable to miscellaneous sales made at the new satellite wagering facility that opened in November 2003 in Richmond, Virginia, and the new satellite wagering facility opened in October 2004 in Vinton, Virginia as well as the convenience store revenues generated from the opening of the Breaux Bridge location in 2004.

        Promotional allowances increased $0.5 million or 3% from $19.7 million for the year ended December 31, 2003 to $20.2 million for the year ended December 31, 2004. The increase is primarily due to an increase of $0.3 million in promotional allowance at the truck plaza facilities and a $0.3 million increase in promotional allowance at Gilpin, offset by a decrease of $0.1 million in promotional allowances at The Lodge. The increases in the truck plaza and Gilpin's promotional allowances are associated with increased complimentary food and beverage promotions for our players and the opening of the Breaux Bridge, Louisiana location in 2004. The decrease in promotional allowances at The Lodge was attributable to a change in the marketing cash back program during 2004.

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Cost and Expenses:

        Costs and expenses increased $21 million or 14% from $149.6 million for the year ended December 31, 2003 to $170.6 million for the year ended December 31, 2004. The increase in costs and expenses was primarily associated with the increased revenue levels discussed above. During the year ended 2004, we recorded a $2.9 million charge to operations attributable to the write-off of abandoned project costs. Included in these costs is $1.8 million related to development costs associated with a potential gaming site in D'Iberville, Mississippi. After considering various development projects, we chose to pursue other alternatives which, in our estimation, would result in greater returns than the potential of the D'Iberville site. The majority of these abandoned project cost expenditures were primarily associated with land option payments and design, development and planning costs. Further, we charged to operations approximately $0.8 million in direct acquisition costs consisting of option payments, and legal and accounting fee expenditures associated with four separate unrelated parties to acquire seven video poker truck plaza operations in Louisiana. Based on the results of the due diligence work, we abandoned the potential acquisitions with all seven truck plaza operations targeted for acquisition. Finally, approximately $0.3 million in other capitalized costs was charged to operations due to abandonment of miscellaneous other projects.

8.     Liquidity and capital resources—March 31, 2006

        As of March 31, 2006, we had cash and cash equivalents of $18.1 million compared to $21.8 million in cash and cash equivalents as of December 31, 2005. The $3.7 million decrease is the result of $2.4 million cash provided by operating activities, $5.3 million cash used in investing activities, and $0.8 million used in financing activities.

        We had a $10 million senior credit facility of which $6.0 million and $5.4 million was available as of March 31, 2006 and December 31, 2005, respectively. The senior credit facility carried an interest rate of 1.75% above the prime rate.

        On March 2, 2005, we sold $23,000 of new notes commonly referred to as a "tack-on" of our existing notes. The new notes were subject to the same terms and conditions of our then existing senior secured notes which carried a coupon of 11⁷/8%. We issued the tack-on notes at a 10% premium of their principal amount which yielded total proceeds, before offering costs, of approximately $25.3 million. We paid $3.3 million in costs to obtain this financing and used $22.5 million of the proceeds to acquire three additional video poker truck-plaza operations. In connection with our refinancing discussed below, we commenced a cash tender offer for any or all of our $148.0 million 11⁷/8% senior secured notes on May 12, 2006.

        Effective June 16, 2006, we refinanced substantially all of our existing indebtedness. We issued $210 million of our 9³/4% senior unsecured notes due 2014 and we entered into a senior secured credit facility of $100 million (of which $40 million had been drawn at June 30, 2006).

        We used proceeds from the notes, together with borrowings under our new senior credit facility, to (i) redeem $148.0 million aggregate principal amount of our outstanding 11⁷/8% senior secured notes due 2009, along with $3.2 million of accrued and unpaid interest to the redemption date and the related premium, tender and consent costs of $9.4 million, (ii) acquire the assets of Piñon Plaza Casino in Carson City, Nevada for approximately $14.5 million, (iii) acquire three truck plazas and raw land suitable for a fourth truck plaza in Louisiana from an affiliated party for an aggregate of approximately $15.0 million, (iv) acquire two additional truck plaza facilities in Louisiana from an unaffiliated party for an aggregate purchase price of approximately $5.8 million, (v) pay a distribution to our stockholders in connection with a previous purchase from an unaffiliated party of two truck plazas in Louisiana of approximately $8.8 million, (vi) pay a distribution to our stockholders of $10.0 million, (vii) refinance approximately $26.5 million of existing indebtedness (including approximately $19.5 million of

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subordinated debt held by our stockholders), and (viii) pay related fees and expenses associated with the foregoing of approximately $7.5 million, and add approximately $1.3 million to cash.

        We do not have any off-balance sheet financing arrangements or transactions with unconsolidated, limited purpose entities nor are any contemplated in the future.

        We believe that our cash flow from operations, cash and cash equivalents, proceeds of the notes and our new senior credit facility will be adequate to meet our debt service obligations as well as our capital expenditure requirements for the next twelve months. However, we can give no assurance that these sources of cash will be sufficient to enable us to do so. Further, in addition to our normal capital expenditure requirements, we anticipate that we will pursue the acquisition of other properties and continue to engage in the pursuit of new development opportunities. It is possible that we may need to enter into new financing arrangements and raise additional capital in the future if we are unable to sustain our current operations. Our ability to incur additional debt is further restricted by the terms and covenants of the indenture governing our notes and the terms of our new senior credit facility. We can give no assurance that we will be able to raise capital or obtain the necessary sources of liquidity and financing on favorable terms, if at all. Additionally, any debt financing that we may incur in the future will increase the amount of our total outstanding indebtedness and our debt service requirements, and therefore heighten the related risks we currently face.

        We also face the risk that there could be a decline in the demand for our products and services, which would reduce our ability to generate funds from operations. While we believe our cash flows are geographically diverse, at present we do have a significant concentration of cash flows generated in the Black Hawk gaming market. Should the Black Hawk market decline or become saturated or should competition erode our market share, we would suffer a decline in available funds generated from operations. If this were to occur, there exists the possibility that our credit rating could be downgraded, which would further reduce our ability to access the capital markets and obtain additional or alternative financing. See "Risk Factors."

        The following table provides disclosure concerning JEI's obligations and commitments to make future payments under contracts, such as debt and lease agreements, and purchase and other long-term obligations as of December 31, 2005 (dollars in thousands):

	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt(1)	$	278,707	$	24,135	$	46,655	$	181,707	$	26,210
Operating leases(2)		30,017		1,598		2,965		2,451		23,003
Other long-term obligations(3)		5,161		2,991		1,423		747
Total contractual cash obligations	$	313,885	$	28,724	$	51,043	$	184,905	$	49,213

(1)

Long-term debt includes principal and interest owing under the terms of the notes, the senior credit facility, the Black Hawk special assessment bonds, indebtedness of Colonial Holdings, and the subordinated debt to affiliates.

(2)

Operating leases include a land and warehouse lease for the Gold Dust West in Reno, Nevada, a land lease in Elko, Nevada, and other leases for property and equipment.

(3)

Other long-term obligations include the payment of one dollar per video poker machine per day, plus $1,000 per machine annually in licensing to an unaffiliated party to maintain the video poker machines in our truck stop operation.

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        In addition, we have the following commitments and obligations:

•

Through our subsidiary Colonial Downs, we have entered into an agreement with a totalisator company, which provides wagering services and designs, programs, and manufactures totalisator systems for use in wagering applications. The basic terms of the agreement state that the totalisator company shall provide totalisator services to Colonial Downs for all wagering held at Colonial Downs' facilities through 2004 at a rate of .365% of handle. In addition, Colonial Downs agreed to use certain equipment provided by the totalisator company. On March 16, 2005, Colonial Downs entered into an amendment with the totalisator company extending the term of the agreement to 2012, providing replacement equipment for the existing equipment, and increasing the rate to .385% of handle up to $270,000 in handle. Handle above $270,000 is charged a rate of .345%. The amendment also provides for minimum charge per calendar year of $330.



•

Through our Lucky Magnolia truck stop, we have an obligation to pay to an individual 4.9% of its net video poker revenue, after associated state taxes, for as long as video poker machines are operated on the property.

9.     Critical accounting policies and estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We periodically evaluate our policies and the estimates and assumptions related to these policies. All of our subsidiary companies operate in a highly regulated industry. Our Colorado, Louisiana, Nevada and Virginia operations are subject to regulations that describe and regulate operating and internal control procedures. The majority of our casino revenue is in the form of cash, personal checks, credit cards or gaming chips and tokens, which by their nature do not require complex estimations. We estimate certain liabilities with payment periods that extend for longer than several months. Such estimates include our slot club liabilities, outstanding gaming chip, token and pari-mutuel ticket liability, self-insured medical and workers compensation liabilities, and litigation costs. We believe that these estimates are reasonable based on our experience with the business and based upon our assumptions related to possible outcomes in the future. Future actual results will likely differ from these estimates.

Property and equipment

        We have a significant investment in long-lived property and equipment, representing approximately 71% of our total assets. We estimate that the undiscounted future cash flows expected to result from the use of these assets exceed the current carrying value of these assets. Any adverse change to the estimate of these undiscounted cash flows could necessitate an impairment charge that would adversely affect operating results. We review the carrying value of our property and equipment when events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use. Further, we assign lives to our assets based on our standard policy, which is established by management as representative of the useful life of each class of assets. Should the actual useful life of a class of assets be shorter than the estimated useful life, we would record an impairment charge. We review useful lives and obsolescence and assess the commercial viability of our assets periodically.

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Goodwill and other intangible assets

        We have approximately $33 million in goodwill recorded on our consolidated balance sheet resulting from the acquisition of businesses. We do not have any other nonamortizing intangible assets on our consolidated balance sheet. We annually review our goodwill for impairment. The annual evaluation of goodwill requires the use of estimates about future operating results of each reporting unit to determine its estimated fair value. Changes in forecasted operations can materially affect these estimates. Once an impairment of goodwill has been recorded, it cannot be reversed. We completed our initial assessment for impairment of goodwill in 2002 and determined that no impairment of our goodwill existed. We performed our most recent annual impairment test as of September 30, 2005 and determined that goodwill was not impaired. We have reassessed the useful lives of our identifiable intangible assets without any change to the previously established amortization periods of such assets.

10.   EBITDA segment information and discussion of operations—three months ended March 31, 2006 and 2005

        The following discusses our results of operations by segment for the three month period ended March 31, 2006 compared to the three month period ended March 31, 2005.

        The information presented is by each segment in which we have operations and also presents our EBITDA (earnings before interest, income taxes, depreciation and amortization) for each segment. We believe that the presentation of a non-GAAP financial measure such as EBITDA is useful because it allows investors and management to evaluate and compare our operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Management internally evaluates the performance of our properties using EBITDA measures as do most analysts following the gaming industry. EBITDA is an element of certain key financial covenants in our debt agreements and as such is a critical component that we closely watch in order to determine our ability to achieve future growth and to ensure we are in compliance with our indenture. We are presenting EBITDA in the tables below as supplemental information and to provide further discussion and analysis of our operating results. EBITDA can be reconciled directly to our consolidated net income by adding the amounts shown for depreciation, amortization, income taxes and interest to net income. This information should not be viewed as an alternative to any measure of performance promulgated under accounting principles generally accepted in the United States of America, such as net income, nor should it be viewed as an indicator of our overall financial performance. Our calculation of EBITDA may be different from the calculation used by other companies and comparability may be limited. The components of operations presented below differ from the analysis provided above for actual results as many items are reclassified or grouped in order to show our operations by the segments we measure.

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        The following presentations reflect 100% of the operations for all entities for the respective three month periods ended, therefore, management believes this represents another way of presenting our operating performance.

			Three Months Ended March 31,
			2006			2005
			(Dollars in Thousands)
NET REVENUES
	Colorado		$	22,263		$	21,268
	Nevada			5,687			5,003
	Louisiana			31,228			16,064
	Virginia			9,904			8,727
		Total net revenues	$	69,082		$	51,062
COSTS AND EXPENSES
	Colorado		$	15,549		$	14,759
	Nevada			3,699			3,610
	Louisiana			24,912			13,126
	Virginia			9,556			8,783
	Net corporate overhead			1,439			1,903
		Total costs and expenses	$	55,155		$	42,181
EBITDA
	Colorado		$	6,714		$	6,509
	Nevada			1,988			1,393
	Louisiana			6,316			2,938
	Virginia			348			(56	)
	Net corporate overhead			(1,439	)		(1,903	)
		Total EBITDA	$	13,927		$	8,881

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        The following table sets forth a reconciliation of our EBITDA, a non-GAAP financial measure, to our net income, a GAAP financial measure (dollars in thousands):

Three months ended March 31, 2006		EBITDA			Depreciation and Amortization		Interest Income		Interest Expense		Net Income (Loss)
Colorado		$	6,714		$	1,339	$	9	$	2,800	$	2,584
Nevada			1,988			382		8		794		820
Louisiana			6,316			669		13		691		4,969
Virginia			348			512		5		152		(311	)
Corporate overhead			(1,439	)		90		2		1,454		(2,981	)
	TOTAL	$	13,927		$	2,992	$	37	$	5,891	$	5,081

Three months ended March 31, 2005		EBITDA			Depreciation and Amortization		Interest Income		Interest Expense		Net Income (Loss)
Colorado		$	6,509		$	1,165	$	13	$	2,701	$	2,656
Nevada			1,393			403		1		784		207
Louisiana			2,938			553		2		697		1,690
Virginia			(56	)		380		6		55		(485	)
Corporate overhead			(1,903	)		43		2		1,026		(2,970	)
	TOTAL	$	8,881		$	2,544	$	24	$	5,263	$	1,098

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Colorado

        We own 100% of Black Hawk Gaming ("BHWK") and BHWK owns Gilpin and The Lodge, which are located in Black Hawk, Colorado, and Gold Dust West, which is located in Reno, Nevada. The following discussion pertains to the results of operations of The Lodge and Gilpin properties.

        A summary of the net revenue, costs and expenses and EBITDA of our Colorado properties is as follows:

		Three Months Ended March 31,
		2006		2005
		(Dollars in Thousands)
Net revenues
	Lodge	$	16,965	$	16,397
	Gilpin		5,298		4,871
Total net revenues			22,263		21,268
Costs and expenses
	Lodge		11,596		10,886
	Gilpin		3,953		3,873
Total costs and expenses			15,549		14,759
EBITDA
	Lodge		5,369		5,511
	Gilpin		1,345		998
EBITDA		$	6,714	$	6,509

        The following table sets forth a reconciliation of our EBITDA, a non-GAAP financial measure to our net income, a GAAP financial measure (dollars in thousands):

Three months ended March 31, 2006		EBITDA		Depreciation and Amortization		Interest Income		Interest Expense		Net Income
Lodge		$	5,369	$	924	$	7	$	2,077	$	2,375
Gilpin			1,345		415		2		723		209
	TOTAL	$	6,714	$	1,339	$	9	$	2,800	$	2,584

Three months ended March 31, 2005		EBITDA		Depreciation and Amortization		Interest Income		Interest Expense		Net Income
Lodge		$	5,511	$	808	$	10	$	2,085	$	2,628
Gilpin			998		357		3		616		28
	TOTAL	$	6,509	$	1,165	$	13	$	2,701	$	2,656

Results of operations for the three months ended March 31, 2006 compared to the three months ended March 31, 2005

        Net Revenues.    The $1.0 million increase in net revenues of our Colorado operations for the three months ended March 31, 2006 compared to the same period of 2005 is attributable to an increase in net revenue at Gilpin of $0.4 million and $0.6 million at The Lodge. We believe that the increase in the revenues at our Colorado properties is a result of several factors. Management has continued to

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invest and improve our slot product in Colorado over the past year to provide the latest games available in the market. In addition, Gilpin had a full quarter of poker revenues in 2006 as compared approximately one month of revenues in 2005 as we opened the poker room in March 2005. Finally, casino revenues at our two Colorado properties have continued to be positively impacted due to construction disruption at competing casinos. We expect some of our previous and existing market share to be lost to increased competition as the construction on competing properties is completed.

        Costs and Expenses.    Total costs and expenses associated with our Colorado operations increased $0.8 million for the three months ended March 31, 2006 compared to the same period of 2005. The increase was a result of increased costs and expenses at The Lodge of $0.7 million and at Gilpin of $0.1 million. The increase in costs and expenses attributable to The Lodge was a result of increased employee benefits, gaming taxes, food and beverage cost of sales, slot participation, and marketing related expenses. The increased costs and expenses attributable to Gilpin were the result of increased gaming taxes, food and beverage cost of sales, slot participation, and marketing related expenses. We expect that as competing casinos in our market complete their expansion construction, it is likely that additional costs will be incurred for personnel and marketing as we attempt to maintain our market share.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    The Colorado operation's EBITDA was approximately $6.7 million for the three month period ended March 31, 2006 as compared to $6.5 million for the three month period ended March 31, 2005. The $0.2 million increase is due to a $0.3 million increase in EBITDA at Gilpin offset by a $0.1 million decrease in EBITDA at The Lodge. The increase at Gilpin is related primarily to the Gilpin Poker Room which was open for the full three month period ended March 31, 2006 as compared to one month of operations during the same period of 2005. The decrease at The Lodge is primarily related to increased costs and expenses as discussed above associated with employee benefits, gaming taxes, food and beverage cost of sales, slot participation, and marketing related expenses.

Nevada

        As previously discussed, our Nevada operations during the period consisted of Gold Dust West, located in Reno, Nevada. Gold Dust West was acquired by BHWK on January 5, 2001.

        Net Revenues.    The $0.7 million increase in net revenues of the Nevada operations for the three months ended March 31, 2006 compared to the same period of 2005 is attributable to inclement weather which negatively impacted revenues in the first quarter of 2005.

        Costs and Expenses.    Total costs and expenses associated with our Nevada operations increased $0.1 million for the three months ended March 31, 2006 compared to the same period of 2005. The increase was a result of increased marketing costs and expenses of $0.1 million at Gold Dust West.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    Gold Dust West's EBITDA was approximately $2.0 million for the three month period ended March 31, 2006 as compared to $1.4 million for the same period of 2005. The $0.6 million increase is primarily attributable to increased net revenues in 2006 as compared to 2005. As discussed above, Gold Dust West location had significant inclement weather in the first quarter of 2005.

Louisiana

        The Louisiana truck plaza video gaming properties consisted during the period of eleven truck plaza gaming facilities located in Louisiana (of which two were leased) and a share in the gaming revenues of an additional truck plaza.

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        Each truck plaza features a convenience store, fueling operations, a restaurant and 50 video gaming devices (except our Eunice and Larose locations which each have 40 video gaming devices, and our Fuel Stop 36 location which has 39 devices).

        The Louisiana truck plazas' revenues are comprised of (i) revenue from video poker gaming machines; (ii) sales of gasoline and diesel fuel; (iii) sales of groceries, trucker supplies and sundry items through their convenience stores; (iv) sales of food and beverages in their restaurants and bars; and (v) miscellaneous commissions on ATMs, pay phones and lottery sales.

        All video poker activity is reported instantaneously via a computer phone line directly to the Louisiana State Police. The Louisiana truck plazas' revenues are heavily dependent on meeting the minimum gallons of fuel sales requirements necessary to operate video poker gaming machines in Louisiana. These requirements must be complied with on a quarterly basis. In the event of noncompliance, the Louisiana State Police must turn off a portion of the video poker machines. Management of the Louisiana truck plazas believe that they will continue to meet the fuel sales requirements necessary to operate video poker gaming machines in Louisiana at our current levels.

        Net revenues.    The Louisiana truck plazas generated net revenues of $31.2 million for the three months ended March 31, 2006 compared to $16.1 million for the three months ended March 31, 2005. This $15.1 million increase is the result of the casino operations of four new truck stop locations and increased business levels after two hurricanes caused the closure of riverboat casinos and caused the relocation of New Orleans residents to the outlying communities serviced by the truck stop casinos.

        Costs and Expenses.    The Louisiana truck plazas' costs and expenses were $24.9 million and $13.1 million for the three months ended March 31, 2006 and 2005, respectively. The increase in expense is due to the additional casino operations of four new truck stop locations and increased business levels due to the hurricanes.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    The Louisiana truck plazas' EBITDA was approximately $6.3 million for the three month period ended March 31, 2006 as compared to $2.9 million for the same period of 2005. The $3.4 million increase as previously discussed is attributable to four new locations as well as increased business levels after two hurricanes caused the closure of riverboat casinos and the relocation of New Orleans residents.

Virginia

        Colonial Downs' revenues comprise (i) pari-mutuel commissions from wagering on races broadcast from out-of-state racetracks to Colonial's satellite wagering facilities and the track using import simulcasting; (ii) wagering at the track and at Colonial Downs' satellite wagering facilities on its live races; (iii) admission fees, program and racing form sales, and certain other ancillary activities; and (iv) food and beverage sales and concessions.

        Colonial Downs' revenues are heavily dependent on the operations of its satellite wagering facilities. Revenues from the satellite wagering facilities help support live racing at the track. The amount of revenue Colonial Downs earns from each wager depends on where the race is run. Revenues from import simulcasting of out-of-state races and from wagering at the track and at the satellite wagering facilities on races run at the track consist of the total amount wagered at Colonial Downs' facilities, less the amount paid as winning wagers. The percentage of each dollar wagered on horse races that must be returned to the public as winning wagers (typically about 79%) is legislated by the state in which a race takes place. Revenues from export simulcasting consist of amounts payable to Colonial Downs by the out-of-state racetracks and their simulcast facilities with respect to wagering on races run at the track.

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        Total Revenue.    Colonial Downs generated net revenues for the three months ended March 31, 2006 of $9.9 million compared to $8.7 million for the same period of 2005. The increase of total revenues of $1.2 million or 14% is due primarily to revenues generated by the new off track wagering facilities opened in Martinsville, Chesapeake, and Scott County, Virginia in August 2005, October 2005 and January 2006, respectively, and an increase in revenues from advance deposit wagering, offset by a decrease in total revenues at our remaining off track wagering facilities.

        Costs and expenses.    Colonial Downs' direct operating costs and expenses were $9.6 million for the three months ended March 31, 2006 compared to $8.8 million for the same period of 2005. The increase is primarily attributable to the opening of new off track wagering facilities in Martinsville, Chesapeake, and Scott County, Virginia in August 2005, October 2005 and January 2006, respectively.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    Colonial Downs' EBITDA was approximately $0.3 million for the three month period ended March 31, 2006 as compared to a loss of $0.1 million for the same period of 2005. As discussed above, the $0.4 million increase is primarily attributable to the opening of new off track wagering facilities in Martinsville, Chesapeake, and Scott County, Virginia in August 2005, October 2005 and January 2006, respectively.

Corporate Overhead

        Costs and expenses.    Corporate overhead costs and expenses decreased $0.5 million from $1.9 million in the three month period ended March 31, 2005 to $1.4 million in the comparable period of 2006. The decrease in corporate overhead was a result of a decrease in consulting, labor and travel costs.

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11.   EBITDA segment information and discussion of operations—three years ended December 31, 2005

        The following discusses our results of operations by segment for the three years ended December 31, 2005, 2004 and 2003.

			For the Years Ended December 31,
			2005			2004			2003
			(Dollars in Thousands)
NET REVENUES
	Colorado		$	88,414		$	82,281		$	72,477
	Nevada			22,331			22,465			19,864
	Louisiana			82,371			52,305			46,505
	Virginia			40,967			37,101			33,003
		Total net revenues	$	234,083		$	194,152		$	171,849
COSTS AND EXPENSES
	Colorado		$	62,663		$	58,067		$	53,769
	Nevada			16,228			14,930			14,122
	Louisiana			66,638			42,851			36,207
	Virginia			51,993			35,500			31,220
	Net corporate overhead			7,646			9,314			5,256
		Total costs and expenses	$	205,168		$	160,662		$	140,574
EBITDA
	Colorado		$	25,751		$	24,214		$	18,708
	Nevada			6,103			7,535			5,742
	Louisiana			15,733			9,454			10,298
	Virginia			(11,026	)		1,601			1,783
	Net corporate overhead			(7,646	)		(9,314	)		(5,256	)
		EBITDA	$	28,915		$	33,490		$	31,275

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        The following table sets forth a reconciliation of EBITDA, a non-GAAP financial measure, to net income, a GAAP financial measure (dollars in thousands):

Year ended December 31, 2005		EBITDA			Depreciation and Amortization		Interest Income		Income Interest Expense		Tax Expense		Net Income
Colorado		$	25,751		$	5,017	$	44	$	10,934	$	—	$	9,844
Nevada			6,103			1,691		15		3,141		—		1,286
Louisiana			15,733			2,387		20		2,794		—		10,572
Virginia			(11,026	)		1,685		86		322		—		(12,947	)
Corporate overhead			(7,646	)		225		7		5,213		423		(13,500	)
	Totals	$	28,915		$	11,005	$	172	$	22,404	$	423	$	(4,745	)

Year ended December 31, 2004		EBITDA			Depreciation and Amortization		Interest Income		Income Interest Expense		Tax Expense		Net Income
Colorado		$	24,214		$	4,838	$	13	$	10,807	$	—	$	8,582
Nevada			7,535			1,436		3		3,142		—		2,960
Louisiana			9,454			1,962		3		2,216		—		5,279
Virginia			1,601			1,544		29		121		—		(35	)
Corporate overhead			(9,314	)		178		16		3,419		—		(12,895	)
	Totals	$	33,490		$	9,958	$	64	$	19,705	$	—	$	3,891

Year ended December 31, 2003		EBITDA			Depreciation and Amortization		Interest Income		Income Interest Expense		Tax Expense		Net Income
Colorado		$	18,708		$	4,759	$	3	$	10,774	$	—	$	3,178
Nevada			5,742			1,241		—		3,123		—		1,378
Louisiana			10,298			1,650		14		1,986		—		6,676
Virginia			1,783			1,285		44		264		—		278
Corporate overhead			(5,256	)		136		11		3,498		—		(8,879	)
	Totals	$	31,275		$	9,071	$	72	$	19,645	$	—	$	2,631

The following is a discussion of our results of operations by segment, for the years ended December 31, 2005, 2004 and 2003.

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COLORADO

Overview

        A summary of the net revenue, costs and expenses and EBITDA of our Colorado properties is as follows:

		For the Years Ended December 31,
		2005		2004		2003
		(Dollars in Thousands)
Net revenues
	Lodge	$	67,428	$	64,144	$	57,136
	Gilpin		20,986		18,137		15,341
Total net revenues			88,414		82,281		72,477
Costs and expenses
	Lodge		46,166		43,973		40,262
	Gilpin		16,497		14,094		13,507
Total costs and expenses			62,663		58,067		53,769
EBITDA
	Lodge		21,262		20,171		16,874
	Gilpin		4,489		4,043		1,834
EBITDA		$	25,751	$	24,214	$	18,708

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        The following table sets forth a reconciliation of EBITDA, a non-GAAP financial measure, to net income, a GAAP financial measure (dollars in thousands):

For the year ended December 31, 2005		EBITDA		Depreciation and Amortization		Interest Income		Interest Expense		Net Income
Lodge		$	21,262	$	3,372	$	32	$	8,342	$	9,580
Gilpin			4,489		1,645		12		2,592		264
	Total	$	25,751	$	5,017	$	44	$	10,934	$	9,844

For the year ended December 31, 2004		EBITDA		Depreciation and Amortization		Interest Income		Interest Expense		Net Income
Lodge		$	20,171	$	3,385	$	10	$	8,378	$	8,418
Gilpin			4,043		1,453		3		2,429		164
	Total	$	24,214	$	4,838	$	13	$	10,807	$	8,582

For the year ended December 31, 2003		EBITDA		Depreciation and Amortization		Interest Income		Interest Expense		Net Income
Lodge		$	16,874	$	3,339	$	2	$	8,341	$	5,196
Gilpin			1,834		1,420		1		2,433		(2,018	)
	Total	$	18,708	$	4,759	$	3	$	10,774	$	3,178

        Increased Competition in the Black Hawk Market.    The competitive aspects of the market in Black Hawk continue to be a significant factor in our operations. As a result of the increased level of development activity in Black Hawk over the last three years, there were approximately 9,700 gaming devices in the city at December 31, 2005. At December 31, 2005 we had 1,380 devices in this market (900 at The Lodge and 480 at Gilpin), which represented approximately 14.2% of the total devices in the Black Hawk market.

        For the year ended December 31, 2005 our gross gaming revenues at The Lodge and Gilpin totaled $93.1 million ($88.4 million in net revenues), which represented 17.3% of the total gaming revenues in Black Hawk. While the overall market in 2005 grew by 1.5% in gross gaming revenues, the average total gaming devices increased by 2.6%. We managed to generate 120% efficiencies (our percentage of the gross gaming revenues divided by our percentage of the gaming devices) within the market for 2005. We follow our efficiency levels very closely as we believe this is a useful measure of how well we are performing within the market.

        We expect some of our previous and existing market share to be lost due to increased competition. As more properties continue to compete for a share of the market, our personnel costs, marketing costs, and other costs will likely increase as we attempt to keep our market share.

        Net Revenues.    The $6.1 million increase in net revenues of our Colorado operations for the year ended December 31, 2005 compared to the same period of 2004 is attributable to an increase in net revenues at Gilpin of $2.8 million and $3.3 million in net revenues at The Lodge. We expanded capital expenditures in our slot product in Colorado over the past year, attempting to provide to our customers the latest games available, and opened the Gilpin Poker Room in March of 2005. In addition, our Colorado casino revenues were positively affected due to construction disruptions at two competing casinos.

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        Costs and Expenses.    Total costs and expenses associated with our Colorado operations increased $4.6 million for the year ended December 31, 2005 compared to the same period of 2004. The increase was a result of increased costs and expenses at Gilpin of $2.4 million and $2.2 million at The Lodge. The increase in costs and expenses attributable to The Lodge was a result of increased gaming taxes (due to increased gaming revenues), food and beverage cost of sales, slot participation, and marketing-related expenses. The increase at Gilpin was a result of opening the new poker room, increased gaming taxes (due to increased gaming revenues), food and beverage costs of sales, slot participation expenses, and marketing-related expenses.

        Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).    One additional measurement that management utilizes to gauge performance of our operating segments is what we refer to as "flow-through" on incremental revenue. Generally speaking, we have significant fixed costs and when we are able to increase our revenues, we would expect a significant portion of those incremental revenues, after the payment of gaming taxes and promotional and advertising costs to capture those additional revenues, will flow through to our EBITDA. As discussed above, because our net revenues at The Lodge increased approximately $3.3 million during 2005 causing an increase in our costs and expenses of approximately $2.2 million, our EBITDA in 2005 increased over 2004 by approximately $1.1 million. In other words, we realized approximately 33% of those incremental revenues which flowed through to our EBITDA. Additionally, our net revenues at Gilpin increased approximately $2.8 million in 2005 as compared to 2004, and approximately 16% of that amount flowed through to our EBITDA in 2005. The reduction in incremental flow through at Gilpin is due to the additional costs associated with opening the poker room. This measurement is only one of the tools we use to gauge the success of our marketing programs and it also serves to highlight our fixed cost infrastructure and how those costs affect the operations and performance of our properties.

NEVADA

Overview

        We acquired our Reno, Nevada, property in January 2001. In September 2001 we installed a slot-player tracking system and began to directly market to our local customer base. During 2002, we made several improvements to the property including a significant remodeling of the Wildwood kitchen and serving line, the addition of outdoor signage, and general landscaping improvements. During 2003, we improved the exterior signage and focused on the casino's slot product improvements. During 2004 and 2005, we continued to focus on our slot product by introducing TITO technology to our gaming floor.

        Net revenues.    The net revenues of Gold Dust West decreased by $0.1 million for the year ended December 31, 2005 as compared to the same period of 2004. During the first quarter of 2005 the Reno market was hit by a significant snow storm that severely impacted the entire Reno market. However, we continued to expand capital expenditures in our slot product over the last year including the increase in TITO available games for our customers. Additionally, we continue to realize success with our marketing and slot club efforts.

        Costs and Expenses.    Costs and expenses of Gold Dust West increased $1.3 million for the year ended December 31, 2005 as compared to the same period of 2004. This increase in costs and expenses was the result of the Company recording an abandonment charge of $1.4 million partially offset by a $0.1 million reduction in operating costs of the casino. The abandonment charge of $1.4 million represents the allocated net book value of a stand-alone portion of the Gold Dust West's motel building ("the L-wing") containing 66 of the property's 106 motel rooms. After considering alternative plans for this stand-alone portion of the motel including a possible refurbish, it was decided that the property would be better served by improved access and expanded parking. We demolished the L-wing

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during late in the second quarter at an estimated total cost of $1.4 million. We added approximately 75 parking spaces as a result of the demolition. We continue to operate the remaining 40 hotel rooms.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    Gold Dust West's EBITDA was approximately $6.1 million for the year ended December 31, 2005 compared to $7.5 million for the year ended December 31, 2004, with the difference being the result of the L-wing abandonment charge discussed above.

LOUISIANA

Overview

        Louisiana Gaming Properties.    Our truck plaza properties consisted during the period of 11 truck plaza video gaming facilities located in Louisiana (of which two were leased). We are also party to an agreement that entitles us to a portion of the gaming revenues from a 12^th truck plaza (Cash's Truck Plaza and Casino in Lobdell). Each truck plaza features a 24 hour per day convenience store, fueling operations, a restaurant operating not fewer than 12 hours per day, and 50 video poker devices (except for two of our truck plazas which have 40 devices, one which has 47 devices and one which has 48 devices).

        The Louisiana truck plazas' revenues comprise (i) revenue from video poker gaming machines; (ii) sales of gasoline and diesel fuel; (iii) sales of groceries, trucker supplies and various items through their convenience stores; (iv) sales of food and beverages in their restaurants and bars; and (v) miscellaneous commissions on ATMs, pay phones and lottery sales.

        Net revenues.    The Louisiana truck plazas generated net revenues of $82.4 million for the year ended December 31, 2005 compared to $52.3 million for the year ended December 31, 2004. We attribute $14.4 million of this increase in net revenues to our five new truck plaza locations, acquired during the year ended December 31, 2005. This remaining increase of $15.7 million or 29% is due to increases in gaming and fuel revenues. Gaming revenues have increased as a result of the continuing advertising and promotional marketing efforts driven to create a brand and identity for our locations. Fuel revenues have increased primarily due to a weighted average price per gallon increase from $1.78 per gallon in 2004 to $2.29 per gallon in 2005.

        Costs and Expenses.    The Louisiana truck plazas' costs and expenses were $66.6 million and $42.9 million for the years ended December 31, 2005 and 2004, respectively. We attribute $12 million of this increase in costs and expenses to our five new truck plaza locations, acquired during the year ended December 31, 2005. The remaining increase of $11.8 million or 27% is primarily due to the costs attributable to increased gaming operations and the cost of fuel sold.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    The Louisiana properties' EBITDA was approximately $15.7 million and $9.5 million for the years ended December 31, 2005 and 2004, respectively. We attribute $2.7 million of this increase in EBITDA to our five new truck plaza locations, acquired during the year ended December 31, 2005. This remaining increase of $3.5 million or 56% is primarily due to the increase in gaming revenues.

VIRGINIA

Overview

        On September 30, 2005 Colonial Downs acquired the management contract from MEC and now is able to manage the track's operations. We believe this will enable us to immediately influence the operational aspects of Colonial Downs. The 2005 EBITDA reflects a charge of $10.4 million representing the purchase price of the contract plus $0.4 million in legal and professional fees associated with the transaction.

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        On March 8, 2004, the Virginia Racing Commission granted the license to Colonial Downs to open its sixth satellite wagering facility in Vinton, Virginia. Construction on the facility started in the second quarter of 2004 and the facility opened for business on October 11, 2004.

        On April 28, 2004, the Virginia Racing Commission granted Colonial Downs a license to accept wagers over the telephone or through the internet through its advanced deposit wagering system. The advanced deposit wagering system became fully operational late in the third quarter of 2004. In addition, Colonial Downs has entered into agreements with other licensed account wagering providers in Virginia. Pursuant to these agreements, Colonial Downs receives a share of source market fees for wagers placed by Virginians through these account wagering service providers.

        On November 2, 2004, referenda were passed in the following counties in Virginia: Henry County; Scott County and Westmoreland County. On March 16, 2005, Colonial Downs received a license to own and operate a seventh satellite wagering facility in Henry County, Virginia. We opened the Henry County facility in the third quarter of 2005. On April 27, 2005, Colonial Downs received a license to own and operate its eighth satellite wagering facility at a second location in Chesapeake, Virginia. We opened the second Chesapeake facility in the fourth quarter of 2005. On May 25, 2005, Colonial Downs was granted a license to own and operate a ninth satellite wagering facility in Scott County, Virginia. We opened the Scott County facility in the first quarter of 2006.

        Total Revenues.    Colonial Downs generated net revenues for the year ended December 31, 2005 of $41.0 million compared to $37.1 million for the same period of 2004. The increase of total revenues of $3.9 million, or 10.4%, is due primarily to the opening in August 2005 of a second satellite wagering facility in Chesapeake, Virginia, the opening in October 2005 of a new satellite wagering facility in Henry County, Virginia, and an increase in the number of live racing days from 66 in 2004 to 76 in 2005.

        Costs and Expenses.    Colonial Downs' direct operating costs and expenses were $52.0 million for the year ended December 31, 2005 compared to $35.5 million for the same period of 2004. Costs and expenses increased $16.5 million, or 46.5%, for the year ended December 31, 2005 from the same period of 2004. This increase is primarily attributable to the opening of the new satellite wagering facilities in Henry County and Chesapeake, Virginia which we opened in August 2005 and October 2005, respectively, an increase in expense due to additional live race days, and $10.4 million in costs related to the Circuit contract termination.

        Earnings Before Interest, Taxes, Depreciation and Amortization.    Colonial Downs' property level EBITDA was approximately ($11.0) million and $1.6 million for the years ended December 31, 2005 and 2004, respectively. The decrease of $12.6 million was due primarily to expenses associated with the new satellite wagering facilities in Henry County and Chesapeake, Virginia, additional live racing days, and costs related to the Circuit contract termination.

Net Corporate Overhead

Overview

        Our corporate operations direct the overall management, operational, accounting, and administrative aspects of our Company.

        Costs and Expenses.    Corporate overhead costs and expenses decreased from $9.3 million for the year ended December 31, 2004 to $7.6 million in 2005. The $1.7 million decrease is primarily due to a $2.9 million charge to earnings associated with the abandonment of projects during 2004 with no such charge occurring in 2005. The increase in other corporate overhead expenses of $1.2 million is attributable to costs incurred for a charity poker festival in Cleveland, Ohio, an increase in labor, rent and satellite wagering facility referenda campaign costs in Virginia as well as an increase in travel, labor and consulting costs associated with the Sarbanes-Oxley Act of 2002 Section 404 compliance preparatory work.

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BUSINESS

Introduction

        We are a geographically diversified gaming and pari-mutuel wagering company with properties in Colorado, Louisiana, Nevada and Virginia. We own and operate four casinos (with a fifth under construction), 16 truck plaza video gaming facilities (three of which are leased) and a horse racing track with nine satellite wagering facilities (five of which are leased). In addition, we are a party to an agreement that entitles us to a portion of the gaming revenue from an additional truck plaza video gaming facility.

        All of our gaming facilities target local customers and emphasize revenues from slot machine play or video gaming, or both. For the year ended December 31, 2005, and the three months ended March 31, 2006, our net revenues were $234.1 million and $69.1 million, respectively. See Note 15 to our consolidated financial statements for information concerning the operational performance of the segments of our business.

Business Strategy and Competitive Strengths

        Our business strategy is to create a broad, geographically diversified base of gaming and pari-mutuel wagering properties that provide our customers with high quality experiences that build significant customer loyalty. We focus on attracting and fostering repeat business from local gaming patrons at our casino, truck plaza video gaming and pari-mutuel wagering facilities. Our local patrons are typically experienced gaming customers who seek convenient locations, high payouts, and a pleasant atmosphere.

        We believe that there are opportunities for growth and operational efficiencies in the markets in which we operate. Black Hawk, Colorado was one of the fastest growing gaming markets in the country, having experienced a 26.3% compound annual growth in gaming revenue, from 1998 through 2000. Revenues in 2001 through 2003 stabilized at approximately $500 million annually and rose to $515 million in 2004 and to $532 million in 2005. We believe that our two Black Hawk properties will continue to be competitive, and in 2003 we renovated our Gilpin property in Black Hawk to enhance our competitive position. In June 2006, we acquired an operating casino in Carson City, Nevada and we entered into a land and building lease to develop a casino in Elko, Nevada. We have identified, evaluated and continue to consider several other potential small casino opportunities in Nevada. In the last 12 months, we acquired or opened seven additional Louisiana truck plaza video gaming facilities and we believe that there are other Louisiana truck plaza video gaming properties that may be available for acquisition. In 2003 and 2004, referendums were passed in four localities in Virginia that allowed us to expand our off-track wagering facilities from four to nine such facilities in the last two years. In addition, we may acquire or develop additional gaming properties in different jurisdictions catering to local gaming patrons in the future, further expanding our geographic diversity.

        Our strategy for our casino and video gaming operations is to continue to provide our customers with a user-friendly gaming environment featuring convenient locations, ample parking, good food at affordable prices and promotional incentives that reward frequent play. Our strategy for our horse racing operations is to be a competitive participant in the industry by capitalizing on our unique dirt and turf track facilities for live racing, hosting marquee racing events, and expanding our off-track wagering facility network under appropriate circumstances.

        Broad Geographic and Asset Diversification.    We believe that because of our geographic and asset diversification, we are less dependent on results at a specific property or in a specific market to generate our cash flow. This geographic diversity helps mitigate our susceptibility to regional economic downturns or weather conditions.

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        Strong Emphasis on Slot and Video Gaming Revenues.    All of our gaming facilities emphasize slot machine or video gaming play, or both. We believe slot machine play to be the fastest growing, most consistently profitable and lowest risk segment of the gaming entertainment business. We offer a wide variety of games to attract customers and encourage them to play for longer periods of time, thereby promoting the stability of our gaming revenue. We intend to maximize slot and video gaming revenue by continuing to invest in state-of-the art equipment and systems and replacing older models with the most current product offerings in appropriate markets. Approximately 82% of our slot machines and video poker machines feature TITO technology.

        Generate Repeat Business by Catering to Local Gaming Patrons.    We focus on attracting and fostering repeat business from local gaming patrons at all of our properties. Our strategy for establishing a strong presence with local residents or patrons is to provide a user-friendly gaming environment featuring convenient locations, high quality food at affordable prices, and promotional incentives that reward frequent play. In order to maximize exposure to the local and surrounding communities in the most cost-effective manner, we utilize computerized slot data tracking systems that allow us to track individual play and payouts and develop mailing lists for special events, contest play and promotions. We also participate in busing programs with unaffiliated transportation companies to bring patrons from the greater Denver metropolitan area and surrounding communities to our two properties located in Black Hawk, Colorado.

        Expand Louisiana Truck Plaza Business.    During the last 12 months, we have expanded our presence in the Louisiana truck plaza market by either acquiring or opening seven additional truck stop gaming plazas. Our strategy of expanding our presence in the Louisiana truck plaza market is driven by (i) the consistent revenue each facility generates, (ii) the high return on investment associated with operating the truck plazas, and (iii) the relatively low capital expenditures necessary to maintain the facilities.

        Enter Additional Locals-Oriented Markets.    Our management team has a proven track record of successfully operating casinos that cater to local residents or day trip patrons who reside in close proximity to the properties. In an effort to leverage this operating experience and enter two additional locals-oriented markets, we acquired Piñon Plaza, located in Carson City, Nevada, in June 2006. Piñon Plaza has 368 slot machines and eight table games on its 12,000 square foot gaming floor. We are developing a new casino in Elko, Nevada that will feature an approximately 13,000 square-foot casino floor with 350 TITO slot machines and eight table games.

        Significant Barriers to Entry.    There are significant regulatory and other barriers to entry in each of the markets in which we operate. The gaming industry in each of our markets is governed by a local gaming commission. In order to enter the gaming industry in any of our markets, a potential new entrant must work through a costly and lengthy regulatory process, which could last anywhere from 12 to 18 months depending on jurisdiction and type of gaming. Beyond the regulatory barriers, the need for significant investments of time and capital also restricts potential new entrants. The discussion that follows provides a sample of the specific barriers to entry in each of our markets.

        In the Black Hawk, Colorado market, barriers to entry include (i) the scarcity of land available for development within the approved gaming district, which is defined in the state constitution, the Gaming Commission's regulations, and the City of Black Hawk's ordinances, and (ii) the high cost of acquiring land and constructing new gaming facilities. In Louisiana, the barriers to entry include restrictions that require truck plaza video gaming facilities to meet specified minimum levels of diesel and total fuel sales, to have specified minimum site acreage, to conduct restaurant operations at least 12 hours per day and to keep a convenience store open 24 hours per day. In Virginia, in all but the county in which we operate and one additional county, any potential operator of any competing horse racing track would need to secure passage of a referendum in the locale in which the track is to be operated. In addition, an unlimited racetrack owner's and operator's license is required in order to have off-track

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wagering facilities. Off-track wagering facilities can be opened only in the current jurisdictions in which we operate plus one other county without passage of additional referendums. The number of off-track wagering facilities is limited by statute to a statewide total of 10 and we currently operate nine, leaving only one potentially available. The high cost of building a new racetrack in Virginia erects an additional barrier in that state. There are also stringent regulatory requirements and substantial licensing and compliance expenses attendant to commencing and conducting gaming operations in Nevada.

        Strong, Experienced Management Team.    Our senior management team is an experienced group of industry veterans. Our management team has a combined 82 years of experience. In addition, each of our top five executives has at least 9 years of experience in the industry. The executive staff as a whole boasts a wealth of industry experience, and a long history of working together as a cohesive team. The expertise and experience of the management team should help us continue to expand our business and enhance profitability. Jeffrey P. Jacobs, our Chairman and Chief Executive Officer, has been Black Hawk Gaming's Chief Executive Officer since November 1996 and the Chief Executive Officer of Colonial Downs, our wholly owned subsidiary, since March 1997. Stephen R. Roark, our Chief Financial Officer and President of Casino Operations, has been Black Hawk Gaming's President since September 1995 and its Chief Financial Officer since 1993. Ian M. Stewart, our President of Pari-Mutuel Wagering and Video Poker Operations, has been President of Colonial Downs since November 1998 and its Chief Financial Officer since June 1997. Michael Shubic, our Chief Operating Officer, has over 30 years of experience in the gaming industry. The three general managers of our casinos, who have a combined total of over 60 years of casino management experience, report directly to Mr. Shubic. Stan Guidroz is Vice President of Operations and oversees our truck plaza video gaming operations and has over 12 years of experience in the truck plaza video gaming business. Mr. Guidroz reports directly to Mr. Shubic. Further, Mr. Guidroz is supported by Reid Smith, John Jurewicz and J. Richard Gottardi, who oversee the day-to-day operations of our truck plaza video gaming operations and who have over 25 years of combined experience in the gaming industry. We believe the expertise and experience of our management team enables us to enhance the operation of our existing properties and any properties we may acquire in the future.

Our Existing Properties and Operations

        The Lodge Casino—Black Hawk, Colorado.    The Lodge in Black Hawk, Colorado, which commenced operations in June 1998, is one of 21 casinos located in the gaming district of Black Hawk. The Lodge services the greater Denver metropolitan area, which is located 40 miles east of Black Hawk and has a population of approximately 2.4 million, as well as customers from nearby communities such as Boulder and Fort Collins, Colorado, and Cheyenne, Wyoming. We believe that most of The Lodge's customers are primarily day trip patrons who reside in the greater Denver metropolitan area. As of December 31, 2005, the Black Hawk market had approximately 10,000 gaming devices (slot machines, blackjack and poker tables) generating approximately $532 million in revenues for the year then ended. The Lodge is one of the largest gaming facilities in the market.

        The Lodge is located on a 2.5 acre site that abuts State Highway 119, with approximately 25,000 square feet of gaming space on two floors containing 940 slot machines and 30 table games, 50 hotel rooms, three restaurants, four bars and on-site parking for 600 vehicles. Our property includes The White Buffalo Grille, an upscale dining facility and a buffet that was completely remodeled in 2002 at a cost of $1 million. Black Hawk has no significant lodging facilities other than our facility and the Isle of Capri, which has a 397-room hotel at its Black Hawk casino. Another competitor has announced plans to construct a 537-room hotel directly across from our Lodge casino, which is expected to be completed in the spring of 2008.

        We utilize computerized slot data tracking systems that allow us to track individual play and payouts and develop mailing lists for special events, contest play and promotions. The Lodge participates in busing programs with unaffiliated transportation companies who transport patrons to

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Black Hawk/Central City from the market areas described above. Black Hawk Gaming has obtained an exemption as a common carrier from the Colorado Public Utilities Commission and may elect to operate its own busing program in the future.

        The Gilpin Hotel Casino—Black Hawk, Colorado.    The Gilpin, which commenced operations in October 1992, is located on a one acre site in the central Black Hawk gaming district. We expanded the Gilpin through the acquisition of an adjacent casino in early 1994. The Gilpin was one of the first casinos opened in Colorado following the legalization of casino gaming in 1991. The Gilpin is a 37,000 square-foot facility, 16,000 square feet of which are used for gaming. The property offers 439 slot machines and a 16-table poker room. The Gilpin also has a restaurant, two bars and slot club, and utilizes busing and promotional programs similar to those of The Lodge.

        In November 2004, we began a renovation of the third floor of the Gilpin, which was completed in March 2005 at an approximate cost of $1.8 million. This addition, called the Gilpin Poker Room, added 16 live action poker tables with space to add four more tables. We believe this renovation has enhanced the Gilpin's competitiveness in the Black Hawk market and will enable the Gilpin to capitalize on the growing popularity of poker.

        The Gold Dust West Casino—Reno, Nevada.    The Gold Dust West Casino, which we acquired in 2001, is located on 4.6 acres in Reno's central downtown gaming district and has been operating since 1978. Gold Dust West caters to residents of Reno and surrounding areas and has approximately 17,500 square feet of gaming space, which offers 492 slot machines. Gold Dust West also features the Wildwood Restaurant, a 6,600 square foot dining facility, and offers parking for 300 vehicles. The property currently offers 40 motel rooms. In order to expand Gold Dust West's existing parking capacity, we recently demolished the stand-alone L-Wing of the property, which consisted of a 66 room motel. We implemented a slot player tracking system in September 2002, which has facilitated improvement of the casino's operating results. During 2002, we also made several additional improvements to the property, including a significant remodeling of the Wildwood Restaurant's kitchen and serving line, the addition of outdoor signage, and general landscaping improvements.

        Piñon Plaza Resort—Carson City, Nevada.    On June 25, 2006, we closed an agreement with Capital City Entertainment, Inc. ("CCI"), an unaffiliated party, under which we acquired all of the assets of Piñon Plaza, a division of CCI. The assets included all of the personal property, buildings and improvements used by Piñon Plaza in the operation of its casino, hotel, bowling alley and RV park in Carson City, Nevada. The purchase price for the assets was $14.5 million.

        Contemporaneously, we entered into a triple net ground lease covering land underlying the assets which began upon closing of the asset purchase agreement discussed above. The lessor is a family trust affiliated with CCI. The lease has a ten year term with two ten year extensions at our option. Rentals under the lease are $250,000 per year for years one through five, $300,000 per year for years six through ten, and a rate based on an MAI (Member of the Appraisal Institute) appraisal of the property during the first and second extension terms. We have the right to purchase the leased land at an MAI appraised value at the end of the first ten year term. We also have a right of first refusal should the lessor seek to sell the leased land to a third party.

        Piñon Plaza, which commenced operations in 1995, is a 140,000 square foot facility located on 17.7 acres covered by the land lease discussed above. Piñon Plaza offers 368 slot machines and eight table games, four restaurants and two bars. It has a slot club and offers various promotional packages, many associated with its 32 lane bowling alley. Piñon Plaza has 148 hotel rooms. It also owns and operates a 48 space RV park as part of the resort. There are 750 parking spaces for Piñon Plaza's casino patrons and hotel guests.

        Louisiana Gaming Properties.    Our truck plaza properties consist of 16 truck plaza video gaming facilities located in Louisiana (of which three are leased). We are also party to an agreement that

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entitles us to a portion of the gaming revenues from a 17^th truck plaza (Cash's Truck Plaza and Casino in Lobdell). Each truck plaza features a 24 hour per day convenience store, fueling operations, a restaurant operating not fewer than 12 hours per day, and 50 video poker devices (except for two of our truck plazas which have 40 devices, one which has 47 devices and one which has 48 devices).

        The Louisiana truck plazas' revenues comprise (i) revenue from video poker gaming machines; (ii) sales of gasoline and diesel fuel; (iii) sales of groceries, trucker supplies and various items through their convenience stores; (iv) sales of food and beverages in their restaurants and bars; and (v) miscellaneous commissions on ATMs, pay phones and lottery sales.

        The Louisiana video gaming industry consists of video gaming in 31 of Louisiana's 64 parishes. The industry is highly regulated and video gaming machines can only be placed in qualifying bars, restaurants, hotels, satellite wagering facilities and truck plazas. In order to qualify for video gaming, a truck plaza must offer diesel fuel, gasoline, a convenience store, a restaurant and a place for truck drivers to shower and sleep. Our video gaming machines are located in a separate gaming room that is designed to provide a pleasant casino-like atmosphere. As of December 31, 2005, Louisiana had 153 licensed truck plazas.

        The Louisiana truck plaza video gaming market caters primarily to local residents, whom we believe contribute to the vast majority of truck plaza gaming revenue. We believe that most of our video gaming customers live within a five-mile radius of our properties.

        Colonial Downs—New Kent, Virginia.    Colonial Downs, which opened in 1997, is a racetrack in New Kent, Virginia, which primarily conducts pari-mutuel wagering on thoroughbred and harness racing. The outside grandstand area, located on the first floor of the track facility, has an occupancy capacity of approximately 4,000 patrons. In addition to the grandstand, on the first floor Colonial Downs has two simulcast television amphitheaters, two covered patio-seating areas, three bars, a large concession food court, a gift shop and wagering locations with approximately 72 tellers. The Jockey Club, which is in the main grandstand area located on the third floor of the track facility, includes a full-service dining area with a seating capacity of 548 patrons, two separate lounge areas, and additional wagering locations with 24 tellers. On the fourth floor is the Turf Club, with a bar and seating for full service dining for 125 along with 10 luxury suites with skybox seating and a wagering location with eight tellers. In 2005, we added outdoor seating for additional patrons along the track's homestretch in an area called the "Green."

        The dirt track at Colonial Downs is one and one-quarter miles in length and is one of the largest tracks in the United States. Based on our knowledge of the industry, we believe the 180-foot wide turf track is the widest turf track in the country, thereby establishing the track as one of the major turf racing facilities in the Mid-Atlantic region.

        In addition to our racetrack, we operate nine satellite wagering facilities in Virginia. These facilities provide simulcast pari-mutuel wagering on thoroughbred and harness racing from our racetrack and selected other racetracks throughout the United States. Our Virginia satellite wagering facilities are located in Brunswick, Scott County, Hampton, Martinsville, Vinton, Chesapeake (two facilities) and Richmond, Virginia (two facilities). These facilities employ state of the art audio/video technology for receiving quality import simulcast thoroughbred and harness racing from nationally known racetracks.

        In 2005, Colonial Downs created a new stakes race—the Colonial Turf Cup—which together with the Virginia Derby forms the first two legs of the Grand Slam of Grass™. The Grand Slam of Grass™ consists of four races including the two races at Colonial Downs, the Secretariat to be held at Arlington Park, and the John Deere Breeders' Cup Turf at Belmont Park in 2006. Jacobs Investments, an affiliate of ours, has guaranteed $5 million to any horse that sweeps the series. We have purchased an insurance

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policy to cover the potential estimated $1.8 million bonus payment which is not paid by the racetracks, who pay $3.2 million in purses.

        Satellite Wagering Facilities, Virginia.    In addition to our racetrack facility, we operate nine satellite wagering facilities in Virginia (five are leased). These facilities provide simulcast pari-mutuel wagering on thoroughbred and harness racing from our racetrack and selected other racetracks throughout the United States. Our satellite wagering facilities are located in Brunswick County, Chesapeake (two), Hampton, Martinsville, Scott County, Vinton, and Richmond (two). These facilities employ state-of-the-art audio/video technology for receiving quality import simulcast thoroughbred and harness racing from nationally known racetracks.

        The facilities are structured to accommodate the needs of various patrons, from the seasoned handicapper to the novice wagerer, and provide patrons with a comfortable, upscale environment including a full bar and a range of restaurant services. In addition, self-serve automated wagering equipment is available to patrons in order to make wagering more user-friendly to the novice and more efficient for the expert. This equipment, with touch-screen interactive terminals and personalized portable wagering terminals, provides patrons with current odds information and enables them to place wagers and credit winning tickets to their accounts without waiting in line.

        In 2003, the legislature of the Commonwealth of Virginia passed a statute authorizing the Virginia Racing Commission to grant licenses and thereafter regulate account wagering in Virginia. On April 28, 2004, the Virginia Racing Commission granted Colonial Downs a license to accept wagers over the telephone or through the internet via its advanced deposit wagering system. The advanced deposit wagering system became fully operational late in the third quarter of 2004. In addition, Colonial Downs has entered into agreements with other licensed account wagering providers in Virginia. Pursuant to these agreements, Colonial Downs receives a share of source market fees for wagers placed by Virginians through these account wagering service providers.

        In 2004, the legislature of the Commonwealth of Virginia passed a statute, signed by the governor of Virginia, authorizing up to ten satellite wagering facilities in localities that approved such facilities by referenda. On November 2, 2004, referenda were passed authorizing the locating of a satellite wagering facility in the following counties in Virginia: Henry County, Scott County and Westmoreland County. Thereafter, the Virginia Racing Commission granted Colonial Downs licenses to own and operate a satellite wagering facility in Henry County and Scott County, Virginia. The Virginia Racing Commission can grant a license for one more satellite wagering facility under existing legislation.

Certain Transactions During 2005 and 2006

        Colonial Downs Management Agreement.    In 1996, Colonial Downs, L.P., our wholly owned subsidiary, entered into a Management and Consulting Agreement with Maryland-Virginia Racing Circuit, Inc. (the "Circuit"), an affiliate of the Maryland Jockey Club ("MJC"), which was subsequently amended several times, to provide management for Colonial's New Kent, Virginia, racetrack and satellite wagering facilities and to create a Maryland-Virginia thoroughbred racing circuit. Under the agreement, MJC agreed to suspend live racing at its racetracks, Laurel Park and Pimlico Race Course, during Colonial Downs' live thoroughbred meets. Parties to the agreement also exchanged simulcast signals for their live meets at no cost to either party. The agreement was to remain in effect until 2036, provided Colonial Downs owned, controlled, or operated the racetrack under its existing licenses. At Colonial Downs' option, Colonial Downs had the right to terminate the agreement any time after 2021 upon payment of a fee equal to 17 times the average management fee paid during the three years immediately preceding such termination.

        On August 17, 2005, Colonial Downs entered into an agreement with Magna Entertainment Corp. ("MEC"), an unaffiliated party, under which Colonial acquired all of the outstanding shares of the Circuit, a wholly owned subsidiary of MEC. Under the terms of the agreement, Colonial Downs paid

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MEC $7 million upon closing and $3 million by way of a one-year interest-bearing note. Colonial also paid the Circuit's prorated 2005 management fees and repaid approximately $145,000 plus accrued interest under an existing outstanding promissory note. A Maryland-Virginia thoroughbred racing circuit will continue for ten years under agreement, with live thoroughbred racing concluding in Maryland on the later of the Monday following the running of the Belmont Stakes Race and June 17 of each year and commencing at Colonial Downs thereafter. No live thoroughbred racing in Maryland will resume any earlier than August.

        The purpose of the transaction was to obviate the approximately $1.8 million annual management fees payable to the Circuit under the contract which was effective until 2036. Colonial Downs will, however, incur additional costs as it now will be responsible for the full cost of the thoroughbred meet. The stock acquisition which resulted in the indirect acquisition of the management agreement has been characterized as a termination of a contract because the primary asset owned by the Circuit was the management agreement with Colonial Downs. As such, $10.4 million, consisting of the $10 million purchase price plus $400,000 in legal and professional fees associated with this transaction, has been expensed in our 2005 financial statements.

        Elko, Nevada, Land Lease.    On November 14, 2005, we entered into a triple net lease with an unaffiliated party for the lease of a 37,000 square foot building and approximately six acres of land in Elko, Nevada. The lease has a five-year term with three five-year renewals at our option. Rent under the lease is $225,000 for the first year, with $50,000 of the first year rent abated as an allowance for tenant improvements. The second year's rent is $375,000 and for years three through five the annual rent is $450,000.

        We have the right to buy the land and the building any time after the first 12 months through the 60^th month for $5 million and from the 61^st month through the 120^th month for $5.4 million.

        Our plan, which is subject to gaming approval, is to renovate and upgrade the building and install approximately 350 slot machines, six table games and appropriate food and beverage offerings. We estimate total pre-opening and gaming device costs to be approximately $25 million. We expect to commence renovation during the third quarter of 2006.

        Dakota Works Land Lease and Option.    On September 12, 2005, we entered into an agreement with Dakota/Blackhawk, LLC, an unaffiliated Colorado limited liability company ("Dakota"), granting us the option to purchase 2.2 acres of undeveloped land situated in Gilpin County, Colorado, 40,788 square feet of which is situated within the Black Hawk Gaming District of Gilpin County, Colorado.

        Pursuant to the option agreement, we have the exclusive right to purchase the property for $13 million. The option has an initial term of one year, with a right in our favor to extend the initial term for an additional one-year period upon the payment of a non-refundable extension fee of $500,000. The option agreement provided for an initial option fee of $500,000. Fifty percent of the initial option fee and fifty percent of the extension fee are to be applied to the purchase price if the property is purchased.

        If the real estate purchase contract is closed, the purchase price must be paid as follows: (i) 50% of the purchase price minus the option fee credit, in cash or immediately available funds at closing; and (ii) a four year promissory note in the amount of 50% of the purchase price executed by us; or at our election, the entire purchase price may be paid in cash.

        The property is across Main Street from our Lodge Casino. We may level the property to grade (at an estimated cost of $6 million) and utilize the additional surface parking to facilitate parking at The Lodge. In the long term, while no plans have been finalized, we may seek to develop the property into a hotel/casino which will be integrated with The Lodge facilities.

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        The Nautica Properties.    We have acquired from an affiliated party several options to lease and options to purchase land and certain improvements on the west bank of the Cuyahoga River in Cleveland, Ohio. We refer to these options, covering an aggregate of approximately 624,000 square feet of land (14.4 acres) and a building comprised of 47,380 square feet of net rentable space, as the Nautica Properties. The Nautica Properties consist of six parcels and require aggregate option payments of $500,000 per year. The option agreements give us the right during the next four years to purchase two parcels and the right to purchase or enter into long term leases on the other four parcels. In general, the purchase price of the parcels would be based on independent appraisals of the land and improvement values, if casino gaming were to become legal in Ohio and the Nautica Properties were a licensed gaming venue. Our Chairman and Chief Executive Officer owns varying interests in five of the six parcels.

        We have also entered into an Initiative Funding Agreement with seven Ohio horse racing track owners and another party whose interest is also to obtain a gaming license in Cleveland, Ohio. The purpose of the agreement is to actively support an amendment to the Ohio Constitution to allow slot machines at seven racetracks and two other locations. Our initial proportionate commitment under the agreement is $300,000. We can provide no assurance that casino gaming will ever become legal in Ohio or that the Nautica Properties will become a regulatory authorized or economically feasible gaming site.

        Although we may elect not to exercise the options unless casino gaming opportunities arise, we nonetheless have the right to acquire all or part of the Nautica Properties for other purposes. If casino gaming fails to become legal but we decide to exercise our options, the aggregate purchase price would be approximately $6.2 million for two parcels and the aggregate annual lease payments on four parcels would be approximately $450,000. The purchase price and rent payments could be increased if casino gaming became legal in Ohio and a casino is licensed at Nautica.

Seasonality and Weather Conditions

        Seasonality and weather conditions can affect our results of operations. Winter travel conditions can adversely affect patronage and revenues at our Colorado casinos. Although the casino business is not seasonal, levels of gaming activity increase significantly during weekends and holidays, especially holiday weekends. Hurricanes Katrina and Rita temporarily affected our truck plaza video gaming operations in late 2005. Similar hurricanes could have a material adverse effect on our operations in future years. Our pari-mutuel wagering revenues are higher during scheduled live racing than at other times of the year. Adverse weather conditions can cause cancellation of or curtail attendance at outdoor races, thereby reducing wagering and our revenues. Attendance and wagering at both outdoor races and satellite wagering facilities can be harmed by holidays and other competing seasonal activities.

Competition

        General.    We face intense competition in each of the markets in which we operate. Our existing gaming facilities compete directly with other gaming properties and activities in Colorado, Nevada, Louisiana and Virginia. We expect this competition to increase as new gaming operators enter our markets, existing competitors expand their operations, gaming activities expand in existing jurisdictions and gaming is legalized in new jurisdictions. Several of our competitors have significantly better name recognition and more marketing and financial resources than we do. We cannot predict with any certainty the effects of existing and future competition on our operating results.

        We compete with other forms of gaming and entertainment such as online computer gaming, bingo, pull-tab games, card parlors, sports books, pari-mutuel or telephonic betting on horse racing and dog racing, state-sponsored lotteries, video lottery terminals, and video poker terminals. We may

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compete with gaming at other venues including internet gaming, although its legality is presently unclear.

        We also compete with gaming operators in other gaming jurisdictions such as Las Vegas, Nevada, and Atlantic City, New Jersey. Our competition includes casinos located on Native American reservations throughout the United States, which have the advantage of being exempt from certain state and federal taxes. Some Native American tribes are either establishing or are considering the establishment of gaming at additional locations. Expansion of existing gaming jurisdictions and the development of new gaming jurisdictions and casinos on Native American-owned lands would increase competition for our existing and future operations. In addition, increased competition could limit new opportunities for us or result in the saturation of certain gaming markets.

        Casino Properties.    We believe the primary competitive factors in the Black Hawk, Colorado, market are location, availability and convenience of parking; number and types of slot machines and gaming tables; types and pricing of amenities, including food; name recognition; overall atmosphere; and customer service. We believe our Colorado casinos generally compete favorably based on these factors.

        Our Colorado casinos are on opposite sides of Main Street in Black Hawk. Because of their proximity, our Black Hawk casinos compete for some of the same customers. Further, there were 20 other casinos operating in Black Hawk on March 31, 2006. There were approximately 10,000 gaming devices (slot machines, blackjack and poker tables) in Black Hawk as of March 31, 2006.

        Central City is located adjacent to Black Hawk and provides the most direct competition to the gaming establishments in Black Hawk. There were six casinos operating in Central City with approximately 2,000 gaming devices as of December 31, 2005. Black Hawk has historically enjoyed a competitive advantage over Central City in large part because access by State Highway 119 (formerly the only major access to Black Hawk from the Denver metropolitan area and Interstate 70) requires customers to drive by and, in part, through Black Hawk to reach Central City. Central City acquired a right-of-way and formed an entity to construct a road from I-70 directly into Central City, commonly referred to as the Southern Access. Financing was obtained and road construction was completed in late 2004. It is now possible for certain traffic that passed through Black Hawk to proceed directly to Central City from Interstate 70. Nonetheless, motorists driving from the Denver metropolitan area still have the option of choosing to go either to Black Hawk or Central City without having to drive through the other town. Since completion of the Southern Access, three additional casinos have reopened or have been developed in Central City.

        Large, well-financed companies have entered the Black Hawk and other Colorado markets and others also may do so through the purchase or expansion of existing facilities, which could have a material adverse effect on our results of operations and financial position. The Mountain High Casino (formerly the Black Hawk Casino by Hyatt) opened in December 2001. The Mountain High Casino is directly across the street from The Lodge Casino. On January 1, 2005, Ameristar Casinos, Inc. purchased this facility and has since announced that it will commence construction of a 536 hotel room tower, a convention center, and other amenities. Under Ameristar's ownership, this facility has been expanded to approximately 1,900 slot machines and 24 table games, and a parking garage accommodating 800 vehicles. No other casinos are currently under construction in Black Hawk. In 2003, the Isle of Capri Casinos, Inc. purchased Colorado Central Station, directly across the street from its existing facility and subsequently completed a major renovation and expansion project physically linking the two properties. The combined casinos are the largest in Black Hawk with approximately 2,025 gaming devices, 258 hotel rooms and 1,700 parking spaces. The Isle of Capri is noted for its aggressive marketing programs. The Mardi Gras casino, next to our Lodge casino, was purchased in 2005 and the new owners can be expected to implement new marketing programs.

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        Gold Dust West in Reno, Nevada, and Piñon Plaza in Carson City, Nevada encounter strong competition from many large hotel and casino facilities and smaller casinos similar in size to Gold Dust West and Piñon Plaza in the Reno area, which includes Sparks, Nevada and two casinos in Carson City. There is also competition from gaming establishments in other towns and cities in Nevada and from a significant Native American gaming facility located near Sacramento, California.

        In addition, we believe that the introduction of casino gaming, or the expansion of presently conducted gaming activities (particularly at Native American establishments) in areas in or close to Nevada, such as California, Idaho, Oregon, Washington, and western Canada, could materially harm our operations at our Reno and Carson City, Nevada properties.

        Truck Plaza Operations.    Our Louisiana truck plaza operations face competition from land-based and riverboat casinos throughout Louisiana and on the Mississippi Gulf Coast, casinos on Native American lands and other non-casino gaming opportunities within Louisiana. The Louisiana Riverboat Economic Development and Gaming Control Act limits the number of gaming casinos in Louisiana to 15 riverboat casinos statewide and one land-based casino in New Orleans. All 15 available riverboat licenses have been issued.

        Our video gaming operations also face competition from other truck plaza video gaming facilities located in surrounding areas, as well as competition from Louisiana horse racing facilities, some of which have been authorized to operate video gaming machines, and restaurants and bars with video gaming machines. As of December 31, 2005, there were 153 truck plazas in Louisiana licensed to operate video gaming devices.

        Horse Racing and Pari-Mutuel Wagering Operations.    We compete with racetracks located outside Virginia (including several in Delaware, Maryland, New Jersey, New York, Pennsylvania, and West Virginia, some of which augment their purses with slot machine revenues) and other forms of gaming, such as land-based casinos, including those in Atlantic City, and statewide lotteries in Virginia and neighboring states. The possible legalization of other forms of gaming in Virginia, such as Native American or riverboat casinos, could have an adverse effect on our performance. Although bills for the creation of riverboat casinos have failed in the Virginia legislature, proponents of riverboat gaming in Virginia may continue to seek legislative approval. Additionally, certain Native American tribes are considering seeking federal recognition which, if successful, could result in additional gaming venues.

        We have competed and will compete for wagering dollars and simulcast fees with live racing and races simulcast from racetracks in other states, particularly racetracks in neighboring states such as Charles Town in West Virginia, Pimlico Race Course, Laurel Park, and Rosecroft Raceway in Maryland, and Delaware Park in Delaware. We believe that our existing agreements will continue to promote coordination of thoroughbred events between Maryland and Virginia. However, if the Virginia or Maryland Racing Commissions do not approve either party's proposed racing days, or if the Virginia-Maryland thoroughbred racing circuit is otherwise unsuccessful, our track may compete directly with Pimlico Race Course and Laurel Park in Maryland.

        We also compete for wagering dollars with account wagering companies operating both legally and illegally in Virginia. These companies take wagers from Virginians over both the phone and the internet. We believe our agreements with three licensed account wagering companies provide us with fair compensation for their activities. Unlicensed account wagering companies have lower costs than Colonial Downs and thus are able to attract customers in Virginia with large wagering rebates.

Employees and Labor Relations

        As of June 30, 2006, we had approximately 1,100 full-time and part-time employees at our facilities in Black Hawk, Colorado, Reno and Carson City, Nevada, 400 employees at our facilities in Virginia and 500 employees at our facilities in Louisiana. Employees include cashiers, dealers, food and

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beverage service personnel, facilities maintenance, security, valet, accounting, marketing, and personnel services. We consider relations with our employees to be good.

        None of our employees are represented by any union or other labor organization.

Regulation

Gaming Regulation and Licensing—Colorado

        The State of Colorado created the Colorado Division of Gaming (the "Division") within the Department of Revenue to license, implement, regulate and supervise the conduct of limited stakes gaming. The Division, under the supervision of the Colorado Gaming Commission (the "Gaming Commission"), has been granted broad power to ensure compliance with Colorado law and regulations adopted thereunder (collectively, the "Colorado Regulations"). The Division may inspect, without notice, premises where gaming is being conducted; may seize, impound or remove any gaming device; may examine and copy all of a licensee's records; may investigate the background and conduct of licensees and their employees; and may bring disciplinary actions against licensees and their employees. The Division may also conduct detailed background checks of persons who lend money to or invest money in a licensee.

        It is illegal to operate a gaming facility without a license issued by the Gaming Commission. The licenses are revocable and nontransferable. Black Hawk Gaming's failure or inability to obtain and maintain necessary gaming licenses would have a material adverse effect on its gaming operations.

        The Colorado casinos were granted retail/operator licenses concurrently with their openings. The licenses are subject to continued satisfaction of suitability requirements and must be renewed annually. The current licenses for both Colorado casinos were renewed on April 20, 2006. There can be no assurance that the Colorado casinos can successfully renew their licenses in a timely manner from year to year.

        All persons employed by Black Hawk Gaming who are involved, directly or indirectly, in gaming operations in Colorado also are required to obtain various forms of gaming licenses. Key licenses are issued to "key employees," which include any executive, employee or agent of a licensee having the power to exercise a significant influence over decisions concerning any part of the operations of a licensee. At least one key license holder must be on the premises of each Colorado casino at all times that a casino is open for business. Messrs. Jacobs and Roark and Stanley Politano (Black Hawk Gaming's Secretary), among others, hold key licenses.

        The Gaming Commission closely regulates the suitability of persons owning or seeking to renew an interest in a gaming license, and the suitability of a licensee can be adversely affected by persons associated with the licensee. Additionally, any person or entity having any direct interest in Black Hawk Gaming or any casino directly or indirectly owned by Black Hawk Gaming may be subject to administrative action, including personal history and background investigations. The actions of persons associated with Jacobs Entertainment, Inc., such as its management or employees, could jeopardize any licenses held by Black Hawk Gaming. All of Black Hawk Gaming's directors are required to be found suitable as associated persons.

        As a general rule, under the Colorado Regulations, it is a criminal violation for any person to have a legal, beneficial, voting or equitable interest, or right to receive profits in more than three retail/operator gaming licenses in Colorado. Black Hawk Gaming has an interest in two such licenses. Any expansion opportunities that we may have in Colorado are limited to one more license.

        The Division requires any person having an interest in a licensee or an applicant for a license to provide background information, information on sources of funding, and a sworn statement that the interested person or applicant is not holding that interest for another party. The Gaming Commission

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may, at its discretion, require any person having an interest in a licensee to undergo a full background investigation and to pay for that investigation in the same manner as an applicant for a license. A background investigation includes an examination of one's personal history, financial associations, character, record, and reputation, as well as the people with whom a person has associated.

        The Gaming Commission has the right to request information from any person directly or indirectly interested in, or employed by, a licensee, and to investigate the moral character, honesty, integrity, prior activities, criminal record, reputation, habits and associations of (i) all persons licensed pursuant to the Colorado Limited Gaming Act, (ii) all officers, directors and stockholders of a licensed privately held corporation, (iii) all officers, directors and stockholders holding either a 5% or greater interest or a controlling interest in a licensed publicly traded corporation, (iv) any person who as agent, consultant, advisor or otherwise, exercises a significant influence upon the management or affairs of a publicly traded corporation, (v) all general partners and all limited partners of a licensed partnership, (vi) all persons that have a relationship similar to that of an officer, director or stockholder of a corporation (such as members and managers of a limited liability company), (vii) all persons supplying financing or lending money to any licensee connected with the establishment or operation of limited gaming, and (viii) all persons having a contract, lease or ongoing financial or business arrangement with any licensee, if such contract, lease or arrangement relates to limited gaming operations, equipment, devices or premises.

        If the Gaming Commission determines that a person or entity is not suitable to own a direct or indirect voting interest in Black Hawk Gaming, Black Hawk Gaming may be sanctioned unless the person or entity disposes of its voting interest. Sanctions may include the loss of the casino licenses. In addition, the Colorado Regulations prohibit a licensee or any affiliate of a licensee from paying dividends, interest or other remuneration to any person found to be unsuitable, or recognizing the exercise of any voting rights by any person found to be unsuitable. The Colorado Regulations require an operating casino licensee to include in its corporate charter provisions that permit the repurchase of the voting interests of any person found to be unsuitable. Black Hawk Gaming's Articles of Incorporation include the required provisions.

        The Gaming Commission also has the power to require Black Hawk Gaming to suspend or dismiss its officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or who are found to be unsuitable to act in such capacities. The Gaming Commission or the Director of the Division may review a licensee's gaming contracts, require changes in the contract before the licensee's application is approved or participation in the contract is allowed, and require a licensee to terminate its participation in any gaming contract.

        The Gaming Commission has enacted Rule 4.5, which imposes requirements on publicly traded corporations holding gaming licenses in Colorado and on gaming licenses owned directly or indirectly by a publicly traded corporation, whether through a subsidiary or intermediary company. The term "publicly traded corporation" includes corporations, firms, limited liability companies, trusts, partnerships and other forms of business organizations. Such requirements automatically apply to any ownership interest held by a publicly traded corporation, holding company or intermediary company thereof, when the ownership interest directly or indirectly is, or will be upon approval of the Gaming Commission, 5% or more of the entire licensee. In any event, if the Gaming Commission determines that a publicly traded corporation, or a subsidiary, intermediary company or holding company has the actual ability to exercise influence over a licensee, regardless of the percentage of ownership possessed by that entity, the Gaming Commission may require the entity to comply with the disclosure regulations contained in Rule 4.5.

        Under Rule 4.5, gaming licensees, affiliated companies and controlling persons commencing a public offering of voting securities must notify the Gaming Commission no later than ten business days after the initial filing of a registration statement with the Securities and Exchange Commission.

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Licensed publicly traded corporations are also required to send proxy statements to the Division within five days after their distribution. Licensees to whom Rule 4.5 applies must include in their charter documents provisions that: restrict the rights of the licensees to issue voting interests or securities except in accordance with the Colorado Gaming Act and the Colorado Regulations; void the transfer of voting securities or other voting interests issued in violation of the Colorado Gaming Act and the Colorado Regulations until the issuer ceases to be subject to the jurisdiction of the Gaming Commission or until the Gaming Commission, by affirmative act, validates the transfer; and provide that holders of voting interests or securities of licensees found unsuitable by the Gaming Commission may, within 60 days of such finding of unsuitability, be required to sell their interests or securities back to the issuer at the lesser of the cash equivalent of the holders' investment or the market price as of the date of the finding of unsuitability. Alternatively, the holders may, within 60 days after the finding of unsuitability, transfer the voting interests or securities to a person suitable to the Gaming Commission. Until the voting interests or securities are held by suitable persons, the issuer may not pay dividends or interest, the securities may not be voted, they may not be included in the voting or securities of the issuer, and the issuer may not pay any remuneration in any form to the holders of the securities.

        Notification must be given to the Division of the acquisition of direct or indirect beneficial ownership of:

•

5% or more of any class of voting securities of a publicly traded corporation that is required to include in its articles of organization the Rule 4.5 charter language provisions; or



•

5% or more of the beneficial interest in a gaming licensee directly or indirectly through any class of voting securities of any holding company or intermediary company of a licensee, referred to as qualifying persons.

        Owners of any such interests, whether owned individually or in association with others, are subject to a finding of suitability. Notification must be made by persons acquiring these interests. Such persons must submit all requested information to the Division, are subject to a finding of suitability as required by the Division or the Gaming Commission, and must be informed of these requirements by the licensee. A person other than an institutional investor whose interest equals 10% or more of a publicly traded corporation or a 10% beneficial interest in a gaming licensee must apply to the Gaming Commission for a finding of suitability within 45 days after acquiring such securities.

        An institutional investor who, individually or in association with others, acquires, directly or indirectly, the beneficial ownership of 15% or more of any class of voting securities or 15% of the beneficial interest in a gaming licensee must apply to the Gaming Commission for a finding of suitability within 45 days after acquiring such interests.

        Licensees must also notify any qualifying persons of these requirements. Whether or not so notified, qualifying persons are responsible for complying with these requirements.

        The Colorado Regulations also provide for exemption from the requirements for a finding of suitability when the Gaming Commission finds such action to be consistent with the purposes of the Colorado Gaming Control Act. The Gaming Commission may determine that anyone with a material relationship to, or material involvement with, a licensee or an affiliated company must apply for a finding of suitability or must apply for a key employee license.

        Pursuant to Rule 4.5, persons found unsuitable by the Gaming Commission must be removed from any position as an officer, director, or employee of a licensee, or of a holding or intermediary company. Such unsuitable persons also are prohibited from any beneficial ownership of the voting securities of any such entities. Licensees, or affiliated entities of licensees, are subject to sanctions for paying dividends or distributions to persons found unsuitable by the Gaming Commission, or for recognizing voting rights of, or paying a salary or any remuneration for services to, unsuitable persons. Licensees or

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their affiliated entities also may be sanctioned for failing to pursue efforts to require unsuitable persons to relinquish their interests. The Gaming Commission must provide prior approval of any sale, lease, purchase, conveyance, or acquisition of an interest in a casino licensee, except as provided in Rule 4.5 relating to publicly traded corporations.

        Colorado casinos may operate only between 8:00 a.m. and 2:00 a.m., and may permit only individuals 21 years or older to gamble or consume alcohol in the casino. Slot machines, black jack, poker and other approved variations of those games and video poker are the only permitted games, with a maximum single wager of $5.00. Colorado casinos may not extend credit to gaming patrons. The Colorado Constitution and Regulations restrict the percentage of space a casino may use for gaming to 50% of any floor and 35% of the overall square footage of the building in which the casino is located. Effective July 1 of each year, Colorado establishes the gross gaming revenue tax rate for the ensuing 12 months. Under the Colorado Constitution, the rate can be increased to as much as 40% of adjusted gross proceeds. Colorado has both raised and lowered gaming tax rates since they were initially set in 1991. Currently, the maximum gaming tax rate is 20%.

Gaming Regulation and Licensing—Nevada

        The ownership and operation of casino gaming facilities in Nevada, including the Nevada casinos operated by our subsidiaries Gold Dust West and Piñon Plaza, are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (the "Nevada Act") and to the licensing and regulatory control of the Nevada Gaming Commission (the "Nevada Commission"), the Nevada State Gaming Control Board (the "Nevada Board"), and various local ordinances and regulations, including, without limitation, those of the Cities of Reno and Carson City (collectively, the "Nevada Gaming Authorities").

        The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and filing periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees. Change in such laws, regulations and procedures could have an adverse effect on our Nevada gaming operations.

        Gold Dust West and Piñon Plaza have been licensed by the Nevada Gaming Authorities. Gaming licenses require the periodic payment of fees and taxes and are not transferable. Our subsidiary Black Hawk Gaming & Development Company, Inc. ("Black Hawk Gaming") is currently registered by the Nevada Commission as an intermediary company and has been found suitable to own the stock of Gold Dust West, which is a corporate licensee under the terms of the Nevada Act. Jacobs Entertainment is currently registered by the Nevada Commission as a publicly traded corporation (a "Registered Corporation") and has been found suitable as the sole shareholder of Black Hawk Gaming and Piñon Plaza. Registered Corporations, registered intermediary companies, and corporate licensees are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information that the Nevada Commission may require. Substantially all material loans, leases, sales of securities and similar financing transactions by Jacobs Entertainment, Black Hawk Gaming, Gold Dust West and Piñon Plaza must be reported to or approved by the Nevada Commission. No person may become a stockholder of, or holder of an interest in, or receive any percentage of profits from a corporate licensee without first obtaining licenses and approvals from the Nevada Gaming Authorities. Jacobs Entertainment, Black Hawk Gaming, Gold Dust West and Piñon Plaza's controlling persons, directors and certain officers have obtained from the Nevada Gaming

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Authorities the various registrations, findings of suitability, approvals, permits and licenses required in order to engage in gaming activities in Reno and Carson City, Nevada.

        The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Jacobs Entertainment, Black Hawk Gaming, Gold Dust West or Piñon Plaza in order to determine whether that individual is suitable or should be licensed as a business associate of a gaming licensee. The officers, directors and certain key employees of Jacobs Entertainment, Black Hawk Gaming, Gold Dust West and Piñon Plaza must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. The officers, directors and key employees of Jacobs Entertainment and Black Hawk Gaming who are actively and directly involved in the gaming activities of Gold Dust West and Piñon Plaza may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

        If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with Jacobs Entertainment, Black Hawk Gaming, Gold Dust West or Piñon Plaza, the companies involved would have to sever all relationships with that person. In addition, the Nevada Commission may require Jacobs Entertainment, Black Hawk Gaming, Gold Dust West or Piñon Plaza to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

        Jacobs Entertainment, Black Hawk Gaming, Gold Dust West and Piñon Plaza are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information that the Nevada Commission may require. Substantially all of Jacobs Entertainment's, Black Hawk Gaming's, Gold Dust West's and Piñon Plaza's material loans, leases, sales of securities and similar financing transactions must be reported to or approved by the Nevada Commission.

        If it were determined that the Nevada Act was violated by Jacobs Entertainment, Black Hawk Gaming, Gold Dust West or Piñon Plaza, the registrations or gaming licenses that Jacobs Entertainment, Black Hawk Gaming, Gold Dust West and Piñon Plaza hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Jacobs Entertainment, Black Hawk Gaming, Gold Dust West, Piñon Plaza and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate the Gold Dust West or Piñon Plaza and, under certain circumstances, earnings generated during the supervisor's appointment (except for reasonable rental value of the casino) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of the gaming licenses of Gold Dust West or Piñon Plaza or the appointment of a supervisor could (and revocation of any gaming license would) have a material adverse effect on Jacobs Entertainment's gaming operations, financial condition and results of operations.

        The Nevada Act requires any person who acquires beneficial ownership of more than 5% of a Registered Corporation's voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of a Registered Corporation's voting securities apply to the Nevada Commission for a finding of suitability within 30 days after the

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Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an "institutional investor," as defined in the Nevada Act, that acquires more than 10%, but not more than 15%, of our voting securities may apply to the Nevada Commission for a waiver of a finding of suitability if that institutional investor holds the voting securities for investment purposes only. In certain circumstances, an institutional investor that has obtained a waiver may hold up to 19% of our voting securities for a limited period of time and maintain the waiver. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations, or of any of our gaming affiliates, or any other action that the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: (i) voting on all matters voted on by stockholders; (ii) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and (iii) such other activities as the Nevada Commission may determine to be consistent with such investment intent. If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information, including a list of beneficial owners. The applicant is required to pay all costs of investigation.

        Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we (i) pay that person any dividend or interest on our voting securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require that unsuitable person to relinquish its voting securities including, if necessary, the immediate purchase of the voting securities for cash at fair market value. Additionally, the City of Reno has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee operating in Reno.

        The Nevada Commission may, in its discretion, require the holder of any of our debt or similar securities, such as the notes or exchange notes, to file applications, be investigated and be found suitable to own our debt securities if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the Nevada Commission determines that a person is unsuitable to own those securities, then pursuant to the Nevada Act, we can be sanctioned, including by revocation of our approvals, if without the prior approval of the Nevada Commission, we (i) pay to the unsuitable person any dividend, interest, or any distribution whatsoever; (ii) recognize any voting right by the unsuitable person in connection with our securities; (iii) pay the unsuitable person remuneration in any form; or (iv) make any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

        Jacobs Entertainment and Black Hawk Gaming are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make the required disclosure may be

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grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require our stock certificates to bear a legend indicating that the securities are subject to the Nevada Act. To date, the Nevada Commission has not imposed such a requirement on us.

        Jacobs Entertainment and Black Hawk Gaming may not make a public offering without the prior approval of the Nevada Commission if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions. On September 27, 2005, the Nevada Commission granted Jacobs Entertainment prior approval to make public offerings of debt securities for a period of two years, subject to certain conditions (the "Shelf Approval"). The Shelf Approval also applies to any affiliated company wholly owned by us which is a publicly traded corporation or would become a publicly traded corporation pursuant to a public offering. The Shelf Approval, however, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The Shelf Approval does not constitute a finding, recommendation or approval by any of the Nevada Gaming Authorities as to the accuracy or adequacy of the prospectus or the investment merits of the securities. Any representation to the contrary is unlawful.

        Changes in control of Jacobs Entertainment or Black Hawk Gaming through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person by which it obtains control of Jacobs Entertainment or Black Hawk Gaming, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of us must satisfy the Nevada Board and Nevada Commission on a variety of stringent standards prior to assuming control of us. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

        The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities, and corporate defense tactics affecting Nevada corporate gaming licensees, may be injurious to stable and productive corporate gaming. Regulations of the Nevada Gaming Commission provide that control of a Registered Corporation cannot be acquired through a tender offer, merger, consolidation, acquisition of assets, management or consulting agreements or any form of takeover whatsoever without the prior approval of the Nevada Gaming Commission. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices on Nevada's gaming industry and to further Nevada's policy to: (i) assure the financial stability of corporate gaming licensees and their affiliates; (ii) preserve the beneficial aspects of conducting business in the corporate form; and (iii) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by us in response to a tender offer made directly to our stockholders for the purposes of acquiring control of us.

        License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee's operations are conducted. Depending on the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based on either (i) a percentage of the gross revenues received; (ii) the number of gaming devices operated; or (iii) the number of table games operated. A casino entertainment tax is also paid by casino operations where entertainment is furnished in connection with an admission fee and the selling or serving of food or refreshments or the selling of merchandise. See "—Taxation" below.

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        Any person who is licensed, required to be licensed, registered, or required to be registered, or is under common control with any such person (collectively, "Licensees"), and who is or proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board for its participation in that foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, foreign Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. The Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enter into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the grounds of personal unsuitability.

Gaming Regulation and Licensing—Louisiana

        Video gaming in Louisiana is regulated by the Louisiana Gaming Control Board, which is part of the Department of Public Safety and Corrections. The enforcement arm thereof in charge of licensing and criminal investigations is the Video Gaming Division of the Louisiana State Police, likewise a part of the Department of Public Safety and Corrections. The Gaming Section of the Attorney General's Office provides all legal counsel and representation with respect to all matters involving licensing actions and any other litigation issue relative to gaming and involving either the Louisiana Gaming Control Board (hereinafter the "Board") or the Video Gaming Division of the Louisiana State Police (hereinafter the "Division").

        The Video Draw Poker Devices Control Law, which governs our operations in Louisiana, is contained within the Louisiana Revised Statutes at Title 27:301 et seq. (the "act") with accompanying regulations being promulgated by the Board pursuant to the statutory authority contained within the act. The video draw poker regulations are in Title 42 of the Louisiana Administrative Code at Sections 2401 et seq.

        The act gives the Board broad authority and discretion in the licensing of persons for video draw poker operations within the State of Louisiana. Generally, a person may not be licensed for video draw poker if he has been convicted in any jurisdiction of any of the following offenses within 10 years prior to the date of the application for a video draw poker license or less than ten years has elapsed between the date of application for a video draw poker license and the successful completion or service of any sentence, deferred adjudication, or period of probation or parole for any such offense: (i) any offense punishable by imprisonment for more than one year; (ii) theft or any crime involving false statements or declarations; or (iii) gambling, as defined by the laws or ordinances of any municipality, any parish, any state, or the United States. The act and its corresponding regulations further provide that an application for a video draw poker license may be denied if it contains any material omission of information. An applicant must also not be delinquent in state or federal income taxes, penalties or interest or delinquent in the payment of any sales taxes, penalties, or interest to either the state or any local governing authority of the parish or municipality in which the establishment is located.

        There are several general suitability requirements for licensure. Specifically, the law requires that an applicant for a video draw poker license be: (i) a person of good character, honesty, and integrity; (ii) a person whose prior activities, arrest or criminal record if any, reputation, habits, and associations do not pose a threat to the public interest of Louisiana or to the effective regulation of video draw poker, and do not create or enhance the dangers of unsuitable, unfair, or illegal practices, methods, and operations in the activities authorized by the act and financial arrangements incidental thereto; and

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(iii) a person who is likely to conduct business as authorized by the act in complete compliance with the act.

        The suitability standards must be met by every person who has or controls directly or indirectly more than a 5% ownership, income, or profit interest in an entity that has or applies for a license in accordance with the act, or who receives more than a 5% revenue interest in the form of a commission, finder's fee, loan repayment, or any other business expense related to the gaming operation, or who has the ability, in the opinion of the Division, to exercise a significant influence over the activities of a licensee authorized or to be authorized by the act. For the purposes of the act, all gaming-related associations, outstanding loans, promissory notes, or other financial indebtedness of an applicant or licensee must be revealed to the Division for the purposes of determining significant influence and suitability. While significant influence is determined on a case-by-case basis, it has generally been interpreted to include any person who is an officer or director of any juridical entity that is an applicant for a video draw poker license as well as the spouse of any person having more than a 5% ownership, income, or profit interest in an applicant as well as the spouse of any officer or director of any juridical entity applicant.

        The suitability criteria law makes an exception for institutional investors. An institutional investor of any applicant otherwise required to be found suitable or qualified pursuant to the act is presumed suitable or qualified upon submitting documentation to the Board and the Division sufficient to establish qualifications as an institutional investor as described below, and upon certifying that: (i) it owns, holds, or controls publicly traded securities issued by a licensee or permittee or a holding, intermediate, or parent company of a licensee or permittee in the ordinary course of business for investment purposes only; (ii) it does not exercise influence over the affairs of the issuer of the securities or over any licensed or permitted subsidiary of the issuer of the securities; and (iii) it does not intend to exercise influence over the affairs of the issuer of the securities, or over any licensed or permitted subsidiary of the issuer of the securities, in the future, and that it agrees to notify the Board in writing within 30 days if that intent should change.

        The exercise of voting privileges with regard to publicly traded securities is not deemed to constitute the exercise of influence over the affairs of a licensee. The act also provides that this exception is not to be construed to preclude the Board or the Division from investigating the suitability or qualifications of an institutional investor should the Board or Division become aware of facts or information which may result in such institutional investor being found unsuitable or disqualified.

        An institutional investor is defined in the act as: (i) a plan or trust established and maintained by the United States Government, a state, or a political subdivision of a state for the benefit of their respective employees; (ii) an investment company that is registered under the Investment Company Act of 1940; (iii) a collective investment trust organized by a bank under Part Nine of the Rules of the Comptroller of the Currency; (iv) a closed end investment trust that is registered with the United States Securities and Exchange Commission; (v) a mutual fund; (vi) a life insurance company or property and casualty company; (vii) a federal or state bank; or (viii) an investment advisor registered under the Investment Advisers Act of 1940.

        If any person required to be found qualified or suitable fails to provide all or part of the documents or information required by the Board or the Division, and if, as a result, any person holding a license issued pursuant to the act is not or may no longer be qualified or suitable, the Board will issue, under penalty of revocation of the license, a condition naming the person who failed to provide all or part of the documents or information required by the Board or the Division, and declaring that such person may not: (i) receive dividends or interest on securities of a corporation holding a license, if the person has or controls directly or indirectly more than a 5% ownership, income, or profit interest in such corporation; (ii) exercise directly, or through a trustee or nominee, a right conferred by securities of a corporation holding a license, if the person has or controls directly or indirectly more

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than a 5% ownership, income, or profit interest in such corporation; (iii) receive remuneration or other economic benefit from any person holding a license issued pursuant to the provisions of the act; (iv) exercise significant influence over the activities of a person holding a license issued pursuant to the provisions of the act; or (v) continue owning or holding a security of a corporation holding a license if the person has or controls directly or indirectly more than a five percent ownership, income, or profit interest in such corporation.

        Operating video draw poker devices at truck plazas in Louisiana requires both an establishment license and a device owner license. The establishment license permits the placement by a licensed device owner of video draw poker devices on the licensed premises. A device owner license permits the licensed entity to place and operate video draw poker devices at licensed establishments. In many cases, an establishment licensed for the placement of video draw poker devices will contract with a licensed device owner for video draw poker device placement services for a percentage of the video draw poker revenues. A licensed establishment may also, however, be a licensed device owner. A licensed device owner entity must be majority-owned by a person who has resided within the State of Louisiana for a period of two years.

        Licensed establishments in Louisiana may be a restaurant, bar, motel or hotel, a Louisiana State Racing Commission licensed race track pari-mutuel wagering facility, a Louisiana State Racing Commission licensed satellite wagering facility, or a qualified truck stop facility. Generally, a licensed establishment pays to a device owner a percentage of the net device revenues generated by video draw poker devices placed at its business premises. There is no law that governs the minimum amount that a device owner must be compensated for its services.

        Restaurants and bars may contain up to three video draw poker devices and a hotel or motel may have three video draw poker devices in each of its lounges and restaurants licensed to sell alcoholic beverages, up to a total of twelve for each hotel or motel. A pari-mutuel wagering facility and a licensed satellite wagering facility may have an unlimited number of video draw poker devices. A truck stop facility may have up to fifty video draw poker devices, with the number being determined by the amount of fuel sales of the truck stop facility.

        A restaurant, bar, motel or hotel, pari-mutuel wagering facility, and satellite wagering facility pays an initial non-refundable licensing and processing fee of $1,100. A truck stop facility pays an initial licensing and processing fee of $10,100. A license must be renewed every five years but a renewal fee is required each year. The non-refundable annual renewal and processing fee for a restaurant, bar, motel or hotel, pari-mutuel wagering facility, and satellite wagering facility is $200. The non-refundable annual renewal and processing fee for a truck stop facility is $1,100.

        In addition to the licensing fee, the device owner collects all funds deposited in each video draw poker device and is required to remit to the State of Louisiana on a bi-weekly basis a franchise payment in an amount equal to a percentage of the net device revenue derived from the operation of each video draw poker device owned by him. The amount of the percentage is based on the type of licensed establishment authorized by the Board for the placement of video draw poker devices, as follows: (i) a restaurant, bar, tavern, cocktail lounge, club, motel, or hotel—26%; (ii) a qualified truck stop facility—32.5%; and (iii) a pari-mutuel wagering facility or satellite wagering facility—22.5%.

        The number of video draw poker devices permissible in a qualified truck stop facility is based on average monthly fuel sales, as follows: (i) 100,000 gallons of fuel, of which at least 40,000 gallons are diesel—not more than 50 devices; (ii) 75,000 gallons of fuel, of which at least 30,000 gallons are diesel—not more than 40 devices; (iii) 50,000 gallons of fuel, of which at least 10,000 are diesel—not more than 35 devices. Once licensed, if a truck stop facility sells less than an average of 50,000 gallons per month but more than 25,000 gallons per month in any calendar quarter, the truck stop facility will not be permitted to operate any video draw poker devices in the following calendar quarter. A qualified truck stop facility that sells less than an average of 25,000 gallons per month in any calendar

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quarter will be subject to revocation of its video draw poker license. Bulk sales or transfers may not be used to calculate monthly averages. The fuel facility is required to offer fuel for sale in the regular course of business at retail, at a price at least 6% above the delivered cost of the fuel.

        In addition, under the act, a qualified truck stop facility is required to have at least five developed contiguous acres and sell fuel, lubricating oil, and other vehicular merchandise, such as batteries, tires, or vehicle parts for eighteen-wheel tractor-trailers, and also meet all of the following criteria: (i) it must be located adjacent to a major state or interstate highway, as defined by the Board (within 2,000 feet of a major state highway or U.S. interstate highway); (ii) it must have an on-site restaurant with all of the following features: (a) provides seating for at least 50 patrons; (b) provides full table service for sit-down meals; (c) is open 12 hours a day; (d) offers a varied menu; and (e) operates a fully equipped kitchen which includes, but is not limited to, a range oven and refrigerated storage appliances used for the preparation of foods for on-premises or immediate consumption; (iii) it must have parking areas with each of the following: (a) a stable parking area for at least 50 18-wheel tractor-trailer motor vehicles, either paved or concrete (or otherwise certified and approved), to support 18-wheel tractor- trailer motor vehicles and their loads, constructed according to industry specifications, subject to approval by the Board and the Division; (b) parking of sufficient size to allow for safe ingress and egress; and (c) parking areas for other vehicles around business entrance ways and exits that do not constitute parking areas for 18-wheel tractor-trailer motor vehicles; (iv) it must have diesel and gasoline fuel; (v) it must have on-site repair service facilities for 18-wheel tractor-trailer motor vehicles which service may be in the form of a contract services business which regularly performs this type of service; (vi) it must have at least four of the following amenities: (a) a separate truckers' television lounge; (b) a full service laundry facility located in a convenient area for truckers' use; (c) private showers for men and women, not located in an area open to general public restroom facilities; (d) a travel store with items commonly referred to as truckers' supplies (items commonly used only by commercial motor vehicles); (e) truck scales; (f) separate truckers' telephones; and (g) permanent storage facilities for fuel; (vii) it must have an area separated for adult patronage only; and (viii) it must have, if available, a Class A—General retail permit or a Class A—Restaurant permit, as defined in Part II of Chapter 1 or Part II of Chapter 2 of Title 26 of the Louisiana Revised Statutes of 1950, to serve or sell alcoholic beverages for on-premises consumption and be owned and leased by a person who meets all personal qualifications for such permit. An owner or lessor of a qualified truck stop facility may lease or sublease any restaurant, convenience store, fuel facility, or any other business operation located on the premises of the qualified truck stop facility to another person, provided that such person executes a written lease which contains a requirement that the lessee or sublessee comply with the laws and regulations which govern the operation of video draw poker devices. If such lease or sublease is granted, the owner or lessor of such qualified truck stop facility shall maintain ultimate supervision and control of his entire truck stop premises.

        Additionally, no license can be granted to any truck stop facility located, at the time application is made for a license to operate video draw poker devices, within five hundred feet of any property that is on the National Historic Registry, any public playground, or a building used exclusively as a church, synagogue, public library, or school.

        All suitability information and applications required to be submitted with respect to the 16 Louisiana truck plazas currently owned by our affiliates have been submitted to the Board and the Division. The approvals of the two December 2005 acquisitions and the five June and July 2006 acquisitions are currently pending. However, because the Board and the Division conduct a new suitability investigation in connection with each acquisition of a facility at which video gaming devices are to be operated, regardless of prior approvals, there can be no guarantee that a suitability approval will ultimately result with respect to the plazas that we propose to acquire.

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Gaming Regulation and Licensing—Virginia

        Colonial Downs' success is dependent upon continued government and public acceptance of horse racing as a form of legalized gaming. Although Colonial Downs believes that pari-mutuel wagering on horse racing will continue to be legal in Virginia, gaming has come under increasing scrutiny nationally and locally.

        Opposition to the Virginia Racing Act has been unsuccessfully introduced in the Virginia legislature in the past, but additional legislative opposition may arise in the future. Any repeal or material amendment of the Virginia Racing Act could have a material adverse effect on Colonial Downs' business of pari-mutuel wagering.

        Under the Virginia Racing Act, the Virginia Racing Commission is vested with control over all aspects of horse racing with pari-mutuel wagering and the power to prescribe regulations and conditions under which such racing and wagering are conducted. The Virginia Racing Commission is responsible for, among other things, (i) conducting a review annually of the Colonial's track and satellite wagering facility licenses, (ii) annually approving Colonial Downs' proposed schedule of racing days, (iii) approving new or modified types of pari-mutuel wagering pools requested by Colonial Downs, (iv) issuing permits to all officers, directors, racing officials, and other employees of Colonial, and (v) approving simulcast schedules at the track and at the satellite wagering facilities. The Virginia Racing Commission also has the authority to promulgate regulations pertaining to Colonial Downs' track facilities, equipment, safety and security measures, and controls the issuing of licenses and permits for participants in pari-mutuel racing, including Colonial Downs employees at the track and at the satellite wagering facilities. In addition, the Virginia Racing Commission must approve any acquisition or continuing ownership of a 5% or greater interest in Colonial Downs. Action by the Virginia Racing Commission that is inconsistent with the Colonial's business plan could have a material adverse effect on Colonial Downs.

        During the 2000 session of the Virginia General Assembly, an amendment to the Racing Act was passed that requires Colonial to enter into contracts with each representative horsemen's group and provides for it to contribute to the purse account of the respective breed a minimum of 5% of the first $75 million of simulcast amounts wagered ("handle"), 6% of the next $75 million and 7% of all handle over $150 million. The amendment also provides for the breakage generated by pari-mutuel wagering to be allocated 70% to capital expenditures and 30% to backstretch benevolent activities. Prior to this amendment, Colonial Downs received all breakage. The Virginia Racing Act requires that, after July 1, 2000, we enter into contracts with each representative horsemen's group that provide for us to contribute, by breed of horse, a minimum of 5% of the first $75 million of handle, 6% of the next $75 million of handle and 7% of all handle over $150 million to the purse account of the respective breed. Finally, the amendment empowers the Commission to summarily suspend Colonial Downs' licenses if it believes the Racing Act or the regulations have been violated. In addition, the Interstate Horse Racing Act also requires that we secure the consent of the Virginia Horsemen's Benevolence and Protective Association (the "VaHBPA") and the Virginia Harness Horse Association ("VHHA") to the export simulcasting of races. These consents are usually contained in the agreement between each group and us.

        The licenses issued by the Virginia Racing Commission to Colonial Downs for the racetrack and its satellite wagering facilities are for a period of not less than 20 years, but are subject to annual review by the Virginia Racing Commission. It is possible that such licenses will not be renewed or that such licenses could be suspended or revoked by the Virginia Racing Commission for violations of the Virginia Racing Act or Virginia Racing Commission rules. We also hold an advance deposit account wagering license that is renewable annually. Our current license expires December 31, 2006 and we expect that it will be renewed although no absolute assurance can be given in this regard.

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        Our agreement with VHBPA expires on December 31, 2007. Our agreement with the VHHA expires on December 31, 2008. In the event we cannot renew these agreements in the future, the Virginia Racing Commission has the right to suspend our licenses to operate our racetrack and the satellite wagering facilities until agreements are in place although it has not indicated that it will do so. Although it is difficult to the predict the likelihood of such an event, closure of the satellite wagering facilities would be detrimental to the horsemen's groups as well as us since each horsemen's group's primary source of purse funds is its percentage of wagering at the satellite facilities.

        Colonial Downs, the track and the satellite wagering facilities are also subject to a variety of other laws and regulations, including zoning, construction, and land-use laws and the regulations of the Virginia Alcoholic Beverage Control Board. Such laws and regulations may affect the selection of racing center sites because of parking, traffic flow, and other similar considerations. Any interruption or termination of Colonial Downs' ability, or that of its concessionaires, to serve alcoholic beverages could have a material adverse effect on Colonial Downs.

Gaming Regulation—Federal

        Colonial Downs' interstate simulcast operations are subject to the Federal Interstate Horse Racing Act, which regulates interstate satellite wagering. In order to conduct wagering on import simulcasting at the track or any racing center, the Interstate Horse Racing Act requires Colonial Downs to obtain the consent of the Virginia Racing Commission, the consent of the racing commission of the state where the horse racing meet originates, and the consent of the representative horsemen groups in the origination state. To conduct export simulcasting, Colonial Downs must obtain the consent of the Virginia Horseman's Benevolent and Protective Association or the Virginia Harness Horse Association, and the Virginia Racing Commission. Also, in the case of satellite wagering to be conducted at any of Colonial Downs' satellite wagering facilities, the Interstate Horse Racing Act requires Colonial Downs to obtain the approval of all currently operating horse racetracks within 60 miles of the satellite wagering facilities or if there are no currently operating tracks within 60 miles, the approval of the closest operating horse racetrack, if any, in an adjoining state. Significant delay in obtaining or failure to obtain these consents or approvals could have a material adverse effect on Colonial Downs.

        The National Gaming Commission conducted a comprehensive legal and factual study of gambling in the United States and existing federal, state, and local policies and practices with respect to the legalization or prohibition of gambling activities. The commission published its findings and recommendations in 1999. Although no proposals have been put forward to implement the commission's recommendations, the future adoption of some or all of these recommendations could have a material adverse effect on our business and operations.

Liquor Regulation

        The sale of alcoholic beverages in Colorado is subject to licensing, control and regulation by certain Colorado state and local agencies (the "Liquor Agencies"). Subject to certain exceptions, all persons who directly or indirectly own 5% or more of a company or its casino must file applications with and are subject to investigation by the Liquor Agencies. The Liquor Agencies also may investigate persons who, directly or indirectly, lend money to liquor licensees. All liquor licenses are renewable, are revocable and are not transferable. The Liquor Agencies have broad powers to limit, condition, suspend or revoke any liquor license. Any disciplinary action by the Liquor Agencies or any failure to renew or other revocation of any of our liquor licenses would have a material adverse effect on our operations and Black Hawk Gaming's Colorado casinos.

        Under Colorado law, it is a criminal violation for any person or entity to own a direct or indirect interest in more than one type of alcoholic beverage license or more than three gaming tavern liquor

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licenses. Black Hawk Gaming's Colorado casinos have gaming tavern liquor licenses. Accordingly, our expansion and diversification opportunities in Colorado are limited by these licensing restrictions.

        The sale of alcoholic beverages in Reno and Carson City, Nevada, is subject to licensing, control and regulation by the Cities of Reno and Carson City, respectively. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of Gold Dust West and Piñon Plaza.

        Alcohol regulation within the State of Louisiana is performed primarily by the Office of Alcohol and Tobacco Control (the "Board"). The Commissioner of the Board is given broad discretion in the granting and denial of state alcohol permits. While permits are issued on a state level, the local municipality is also permitted to provide for concurrent local licensing. The state alcohol regulatory scheme is contained at Title 26:1 of the Louisiana Revised Statutes (hereinafter referred to as the "act"). Generally, no permit may be issued if the applicable premises is located three hundred feet or less, as fixed by the local municipal ordinance, of a public playground or of a building used exclusively as a church or synagogue, public library, or school. Local municipalities are also permitted to regulate the opening and closing hours of permitted businesses as well as to prohibit the sale of alcoholic beverages altogether by referendum vote of the people within the municipality. A local municipality may also regulate via zoning designations the permissibility or prohibition of the permitting of businesses that sell alcoholic beverages within that municipality. All our video gaming truck plaza facilities are currently licensed by the applicable state and local alcohol licensing authorities.

        The sale of alcoholic beverages in Virginia is subject to licensing, control and regulation by the Virginia Department of Alcoholic Beverage Control (the "Virginia ABC Board"), a Virginia state agency. The Virginia ABC Board issues licenses based upon the type of beverage, type of establishment or place of consumption. Virginia ABC laws include the responsibility of the licensee to maintain complete and accurate records, certain restrictions on advertising and certain food sale requirements.

        Before receiving a Virginia ABC license, an applicant must satisfy several requirements. The Virginia ABC Board conducts an extensive background investigation (to include a criminal history review as well as contacts with the local governing body of each license application) and contacts local officials, residents and business people in the vicinity of the establishment to ascertain if any objections exist. The background investigation is completed for all principal owners of the proposed licensee. Administrative hearings are available to afford all interested parties the opportunity to present any concerns with respect to an application.

        A licensee is required to maintain financial responsibility for its business, including timely payment of all taxes, creditor obligations and other bills, and must keep accurate records of all such transactions. Mixed beverage licensees must record sales and purchases of all mixed beverages, food and non-alcoholic beverages. Mixed beverage licensees must submit annual review reports to the Virginia ABC Board showing all purchases and sales of alcoholic beverages during the year as well as an accurate inventory. Finally, the Virginia ABC Board imposes certain restrictions and limitations on advertising, the use of advertising materials and promotions.

        If Virginia ABC agents discover license violations, a disciplinary hearing will typically be conducted with a Virginia ABC hearing officer. Any aggrieved localities and members of the community may attend the hearing and present any additional or relevant objections or complaints concerning the license. The Virginia ABC Board has broad power to limit, condition, suspend or revoke any license granted on discovery of any violation. Any disciplinary action by the Virginia ABC Board or any failure to renew or any revocation of a liquor license would likely have a material adverse effect on the operation of Colonial Downs' track and satellite wagering facilities.

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Environmental, Health and Safety Laws and Regulations

        Our operations are subject to a variety of federal, state and local environmental laws and regulations including those relating to emissions to the air, discharges to water, storage treatment and disposal of waste, land use, remediation of contaminated sites, use and operation of underground storage tanks, and protection of natural resources such as wetlands. Our facilities are subject to risks associated with mold and other building contaminants. We are also subject to worker health and safety requirements. We believe our operations are in substantial compliance with applicable environmental, health and safety requirements. To date, we have not incurred material expenditures with respect to these matters. However, there can be no guarantee that new laws or regulations, changes in enforcement policies, or newly discovered conditions or information could not result in additional expenditures or liabilities, some or all of which could have a material adverse effect on our business or results of operation.

Taxation

        Gaming operators in Colorado are subject to state and local taxes and fees in addition to ordinary federal and state income taxes. The City of Black Hawk has imposed an annual license fee, currently $750, for each gaming device installed in a casino. In addition, Colorado has a tax on gross gaming revenue (also called "adjusted gross proceeds") being generally defined as the total amount wagered less the total amount paid out to players. Currently, gaming tax rates are as follows:

Tax as Percentage of Adjusted Gross Proceeds		Annual Amount of Adjusted Gross Proceeds
0.25	%	$0 – 2,000,000
2.00	%	2,000,001 – 4,000,000
4.00	%	4,000,001 – 5,000,000
11.00	%	5,000,001 – 10,000,000
16.00	%	10,000,001 – 15,000,000
20.00	%	15,000,001 and above

        Both of Black Hawk Gaming's Colorado casinos are subject to the maximum rate. Neither the Colorado constitution nor the gaming statutes require that gaming tax rates be graduated, as they currently are. Under the Colorado constitution, the Colorado Gaming Commission could increase the top rate to as much as 40%. A more recent tax limitation amendment to the Colorado constitution, however, states that neither the state nor any local government may increase a tax rate without an affirmative vote of the people; therefore, there is a question as to whether the Colorado Gaming Commission could constitutionally increase the state tax levied on gross gaming revenues without such a vote. The Colorado legislature rejected this argument after the top tax rate was increased to 20% in 1996, and no court was asked to rule on the applicability of the tax limitation amendment to gaming tax rates.

        In Nevada, license fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada, Washoe County, the City of Reno and the City and County of Carson City, as applicable. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either: (i) a percentage of the gross revenues received; (ii) the number of gaming devices operated; or (iii) the number of table games operated. A live entertainment tax is also paid by casino operations where entertainment is furnished in connection with an admissions charge or the selling or serving of food or refreshments or the selling of merchandise. Presently the state tax in Nevada on adjusted gross revenue from gaming is 6.75%.

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        Video gaming operators in truck plazas in Louisiana are subject to state and local taxes and fees in addition to ordinary federal and state income taxes. The state of Louisiana has imposed a franchise tax of 32.5% of the net device revenue from each video gaming device located at a truck plaza. The net device revenue is the amount remaining after all winnings have been paid. This franchise tax is collected twice per month by the Louisiana state police based on the data that is provided directly to them from the devices. There is also an annual state establishment license fee of $1,000. In addition, the state imposes a device operation fee of $1,000 per year per device, which is paid quarterly, and each parish imposes an annual occupational license tax of up to $50 per device.

        Colonial Downs is subject to a number of federal, state and local taxes and fees. These include fees to support the Virginia Breeders' Fund, taxes payable to the Commonwealth of Virginia, taxes and admission charges payable to New Kent County, where the track is located, and taxes payable to localities in which satellite wagering facilities are located based upon attendance and the amount of monies wagered both at the track and at the satellite wagering facilities. Colonial Downs believes that the public acceptance of pari-mutuel wagering on horse races, as well as other forms of gaming, is based, in part, on the governmental revenues it generates from taxes and fees on such activities. It is possible that gaming activities, including horse racing, may become a target for additional federal, state, or local taxes and fees. A significant increase in such taxes or fees or the creation of significant additional taxes or fees could have a material adverse effect on us.

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MANAGEMENT

Directors and Executive Officers

        The following table provides information regarding our directors and executive officers and key employees of Black Hawk Gaming, Colonial Downs and the Louisiana properties as of June 30, 2006:

Name	Age	Position
Jeffrey P. Jacobs	52	Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Board
Richard E. Jacobs	80	Director
Stephen R. Roark	58	Chief Financial Officer and President of Casino Operations
Ian M. Stewart	51	President of Pari-Mutuel Wagering and Video Poker Operations
Michael T. Shubic	51	Vice President of Casino Operations
Stan Guidroz	39	Vice President of Louisiana Operations

Jeffrey P. Jacobs is our Chairman, Chief Executive Officer, President, Secretary and Treasurer. From 1996 to present, he served as Chairman and Chief Executive Officer of Diversified Opportunities Group Ltd., a company co-founded by Mr. Jacobs and his father, Richard E. Jacobs, and based in Cleveland, Ohio, that has investments in gaming companies and ventures. Diversified Opportunities Group Ltd. was acquired by Jacobs Entertainment on February 22, 2002. From 1975 to present, Mr. Jacobs has also served as Chairman and Chief Executive Officer of Jacobs Investments, Inc., a company engaged in the development, construction and operation of residential and commercial real estate projects in Ohio. He is also involved in a variety of private equity transactions and investments. Mr. Jacobs served in the Ohio House of Representatives from 1982 until 1986. He is also Chairman and Chief Executive Officer of Colonial Holdings, and Chairman and Chief Executive Officer of Black Hawk Gaming.

Richard E. Jacobs is our other Director. Mr. Jacobs was Chairman of the Board, President and Chief Executive Officer of Cleveland Indians Baseball Company, Inc. from its inception in 1998 to February 2000. From 1986 to 1998, Mr. Jacobs was Chairman of the Board, President and Chief Executive Officer of Cleveland Baseball Corporation, which previously served as the general partner of the partnership that now owns the Cleveland Indians Baseball team. Mr. Jacobs is also Chairman of the Board and Chief Executive Officer of The Richard E. Jacobs Group Inc., a real estate management and development company.

Stephen R. Roark is currently our Chief Financial Officer and President of Casino Operations. He has been employed as Chief Financial Officer of Black Hawk Gaming since August 1993 and became a director of Black Hawk Gaming in 1994. He was elected President of Black Hawk Gaming in September 1995. Prior to that time he was an independent consultant in the Denver area rendering financial and accounting assistance to companies in the public marketplace. Mr. Roark has 17 years of public accounting experience, having served as a partner with a local accounting firm based in Denver and as a partner with a national accounting firm. Mr. Roark was with Hanifen, Imhoff and Prudential Securities, Inc. for three years and is a member of the American Institute of Certified Public Accountants and the Colorado Society of Certified Public Accountants. Mr. Roark obtained his B.S.B.A. in Accounting from the University of Denver in 1973.

        In the near future, our board of directors plans to promote Mr. Roark to the position of President of Jacobs Entertainment, Inc. In this capacity, he will assume responsibility for various aspects of our business as assigned by our Chairman, primarily overseeing our overall financial activities. Mr. Roark

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will also be instrumental in engaging and transitioning a new Chief Financial Officer, who will report to him and our Chief Executive Officer.

Ian M. Stewart is currently our President of Pari-Mutuel Wagering. He has served as President of Colonial Downs since November 1998 and its Chief Financial Officer since June 1997. From January 1998 through November 1998, Mr. Stewart served as Chief Operating Officer of Colonial Downs. From October 1994 to June 1997, Mr. Stewart served as a consultant and a temporary Chief Financial Officer for several Virginia-based businesses. From December 1989 to September 1994, Mr. Stewart was Vice President and CFO of Hat Brands, Inc. Mr. Stewart is a certified public accountant and holds an M.B.A. degree from the University of Michigan.

Michael T. Shubic is currently our Chief Operating Officer. Mr. Shubic joined us in December 2002, and served as our Vice President of Casino Operations from December 2002 through May 2006. From 2000 to 2002, Mr. Shubic was Vice President and General Manager of the Isle of Capri Black Hawk Casino in Black Hawk, Colorado. From 1997 to 2000, as a private individual, he explored and participated in various aspects of the golf industry, including education, sales and management. From 1984 to 1997, Mr. Shubic was employed by several gaming companies in Las Vegas and Reno, Nevada, Joliet, Illinois, and Nassau, Bahamas. His positions included marketing manager, casino administrator, customer analysis manager, casino credit manager and food and beverage manager. Mr. Shubic holds a B.S. degree in Hotel Administration from the University of Nevada.

Stan Guidroz is currently our Vice President of Louisiana Operations, having joined us in July 2002. Prior to that he was Director of Sales and Marketing for our Louisiana operations where he managed the sales and marketing efforts as well as the development of a proprietary fuel program for our truck stop plazas. Prior to joining us, Mr. Guidroz held the position of Director of Operations for Pumpelly Oil, the largest petroleum marketing company in the Gulf Coast, for six years. Mr. Guidroz recently completed his MBA at the University of Louisiana of Lafayette.

        We are a company wholly owned 50% by Jeffrey P. Jacobs and two of his family trusts, and 50% by revocable and irrevocable trusts established by his father, Richard E. Jacobs. Our board of directors, consisting of Messrs. Jeffrey P. Jacobs and Richard E. Jacobs, has no nominating, audit, compensation or other committees. The board has adopted a code of ethics which is applicable to our CEO, CFO and our employees. We rely on our employment procedures, and our system of internal controls and procedures to deter wrongdoing and to promote honest and ethical conduct, full, fair and accurate disclosure in our reports, our compliance with governmental laws, rules and regulations, and internal reporting of violations of our policies.

Executive Compensation

        Because we are a Subchapter S corporation under the Internal Revenue Code of 1986 and our stockholders, rather than we, pay taxes on our income, we anticipate making distributions to our stockholders in amounts sufficient to enable them to make the required tax payments. We formulate additional incentive compensation plans for upper management and selected middle management personnel based on Jacobs Entertainment's achievement of multi-year financial and growth objectives. The terms of the incentive compensation plans are established by Jacobs Entertainment's board of directors. Presently we have no employment agreements with any of our officers or employees.

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        The following table sets forth information regarding the compensation paid by Jacobs Entertainment to each of the following individuals for services rendered in all capacities for the years indicated:

					Long-Term Compensation
		Annual Compensation			Awards	Payouts
Name and Principal Position(1)	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards(s) ($)	Securities Underlying Options/ SARs (#)	LTIP Payouts ($)	All Other Compensation($)
Jeffrey P. Jacobs	2005 2004 2003	500,000 500,000 500,000	250,000 250,000 - -0-	— — —	— — —	— — —	— — —	— — —
Stephen R. Roark	2005 2004 2003	350,000 328,000 303,000	107,000 72,000 30,000	— — —	— — —	— — —	— — —	— — —
Ian M. Stewart	2005 2004 2003	250,000 238,000 213,000	75,000 30,000 40,000	— — —	— — —	— — —	— — —	— — —
Michael T. Shubic	2005 2004 2003	240,000 208,000 200,000	73,000 59,000 30,000	— — —	— — —	— — —	— — —	— — —

(1)

The principal positions of the named executives are described above.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 30, 2006, for (i) each stockholder who is known by us to own beneficially more than 5% of our common stock, (ii) each director and executive officer, and (iii) all of our directors and executive officers as a group. Except as otherwise indicated, we believe, based on information furnished by the persons named in this table, that such persons have voting and investment power with respect to all shares of common stock beneficially owned by them, subject to community property laws, where applicable.

        As of June 30, 2006, there were 1,500 shares of our common stock outstanding divided into 1,320 Class A shares and 180 Class B shares. The shares are equal in all respects except that each Class B

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share entitles the holder to 50,000 votes on each matter required to be voted upon by our shareholders. We have no equity compensation, stock option or similar plans relating to our equity securities.

	Number of Shares		Percentage
Stockholder	Class A	Class B	Class A	Class B
Jeffrey P. Jacobs(1) Golden Bear Plaza East Tower 1170 U.S. Highway One, Suite 600 North Palm Beach, Florida 33408	264	—	20%	—
Jacobs Family Economic and Control Trusts(2)(4) Hahn Loeser & Parks LLP 200 Public Square, Suite 3300 Cleveland, Ohio 44114	396	90	30%	50%
Richard E. Jacobs(3)(4) 25425 Center Ridge Road Cleveland, Ohio 41445	660	90	50%	50%
All executive officers and directors as a group	924	90	70%	50%

(1)

Jeffrey P. Jacobs is our Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Board.

(2)

The Jacobs Family Economic Trust owns 396 Class A shares and the Jacobs Family Control Trust owns 90 Class B shares. Both trusts are dynasty trusts established by Jeffrey P. Jacobs for the benefit of his current and future heirs and place certain restrictions on the transfer of the shares by the trustee. The current trustee of both trusts is Stanley R. Gorom III, a partner in the Cleveland, Ohio law firm of Hahn Loeser & Parks, LLP.

(3)

All shares shown as beneficially owned by Richard E. Jacobs are owned by The Richard E. Jacobs Revocable Trust, and the Richard E. Jacobs Irrevocable Trust. Richard E. Jacobs is the trustee of the revocable trust and Jeffrey P. Jacobs is the trustee of the irrevocable trust which owns 12.4% of our Class A shares.

(4)

The trusts referred to in the two preceding notes are referred to herein collectively as the "Trusts."

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In order to assist Black Hawk Gaming in its efforts to research, develop, perform due diligence on and possibly acquire new gaming opportunities, it entered into an agreement with Premier One Development Company ("Premier"), effective October 1, 1997. On May 9, 2000, Premier merged into Jacobs Investments Management Co. Inc., 82% of which is owned by Jeffrey P. Jacobs and the remaining 18% of which is owned in equal portions by two former directors of Colonial Downs. Jacobs Entertainment, Inc. paid or accrued $450,000 to Jacobs Investments Management Company for services during the year ended December 31, 2005, 2004 and 2003. In 2002, this agreement was extended until December 31, 2009, at the rate of $450,000 annually. On June 16, 2006, fees under this agreement were increased to $1.25 million per year for 20 years and the agreement also requires that we pay a development fee of 2¹/2% of budgeted development costs for projects undertaken by us.

        We provide monthly management and accounting services to truck stops owned by an affiliate of Jeffrey P. Jacobs and the Trusts. In addition, the affiliate purchases repair parts from us. Total charges to the affiliate for management services and repair part purchases totaled $480,000 and $384,000 for the years ended December 31, 2005 and 2004, respectively. Accounts receivable due from affiliates totaled $286,000 and $224,000 as of December 31, 2005 and 2004, respectively. We expect to continue to render management and accounting services to the affiliate in the future. We believe the fees paid to us are no less favorable to us than those that would be paid to unaffiliated vendors.

        Jacobs Entertainment was the obligor on notes to Jeffrey P. Jacobs and the Trusts totaling $9.0 million, with interest only payable semi-annually at 12% per annum, and the principal amount due and payable on January 31, 2010. These notes were issued in connection with our acquisition of the Louisiana truck stops. We were also an obligor on $10.5 million of notes issued in connection with our acquisition of additional truck stops from an unaffiliated party. These notes were purchased from the seller in February 2003 for $7 million by Jeffrey P. Jacobs and the Trusts. All of the notes described in this paragraph were paid on June 16, 2006.

        In March 2005, we issued an additional $23 million in principal amount of our 11⁷/8% Senior Secured Notes due 2009. We used proceeds derived from the sale of the notes to complete a purchase and sale agreement with Gameco Holdings, Inc., a company owned and controlled by our two directors and our then sole owners. We purchased from Gameco Holdings, Inc. all of the membership interests of three limited liability companies, each of which owned or leased a video gaming truck plaza in Louisiana. The aggregate purchase price of the entire membership interests in the three LLCs was $22.5 million. The assets of each LLC were purchased free and clear of liens and encumbrances and were pledged as additional collateral under our indenture. The acquisition of the three video gaming truck plazas was a combination of entities under common control and, as a result, the transaction was treated for accounting and financial reporting purposes similar to a pooling of interests. Under this method of accounting, the acquisitions were recorded at the transferor's (Gameco Holdings, Inc.'s) book value (rather than fair value), which is primarily represented by the historical identifiable cash cost in the assets transferred. This amount is approximately $11 million. The difference between this amount and the purchase price of $22.5 million was regarded for accounting and financial reporting purposes as a distribution to our then two owners, and our stockholders' equity was reduced by that amount. We obtained an opinion from an independent investment banker that the consideration paid was fair to us from a financial point of view.

        As part of the acquisition of these three truck plazas, the affiliated party seller provided capital to the Company. Amounts payable to this affiliated party totaled $0.4 million and $1.8 million as of December 31, 2005 and 2004, respectively.

        In December 2005, we acquired two of our 16 Louisiana truck plaza video gaming facilities from two unaffiliated companies for an aggregate consideration of $12.3 million. Our owners made an

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$8.8 million capital contribution to us which we used along with $3.5 million of other funds to pay the purchase price. We made a distribution to our owners of $8.8 million on June 16, 2006.

        In May 2006, we entered into agreements with Gameco Holdings, Inc., an affiliated company, to purchase three Louisiana truck plaza video gaming facilities and raw land and equipment suitable for a fourth facility. We closed these agreements on June 16, 2006. The total purchase price was $15.0 million (with $620,000 allocated to the raw land). The affiliated company's net book value in the interests acquired was approximately $7.9 million resulting, for accounting purposes, in a net distribution to our stockholders of approximately $7.1 million.

        We may invest up to $3 million per year in private or publicly traded securities of unaffiliated companies. These investments may be selected and managed by Jacobs Investments, Inc., a company wholly owned and controlled by our Chairman and Chief Executive Officer, Jeffrey P. Jacobs, provided that our pro forma consolidated leverage ratio (ratio of our total pro forma debt to our pro forma EBITDA) must be 5.0:1.00 or less after giving effect to any such investment; provided further that to the extent that less than $3.0 million in the aggregate of such investments are made in any fiscal year, the unused amount may be used in the succeeding fiscal year, subject to the pro forma leverage condition just discussed.

        An affiliated company owns and has the right to acquire additional video gaming truck plazas in Louisiana. We have the right to purchase any existing or future video gaming facilities acquired by that company at a price equal to (i) the lesser of (a) 7 times trailing 12 months EBITDA, and (b) the sum of the consideration paid by the affiliated company plus or minus an adjustment for working capital and plus 1.0 times the trailing 12 months EBITDA, or (ii) an amount supported by a fairness opinion by a nationally recognized accounting, investment banking or appraisal firm; provided that after giving effect to each such acquisition and pro forma for contemplated expenditures, (x) there must be at least $10,000,000 of undrawn availability under our revolving credit line, (y) we must be in pro forma compliance with all financial covenants under our credit agreements, and (z) we must maintain specified levels with respect to our consolidated total leverage ratio. Any such acquisitions by us could result in significant profits to the affiliated company.

        We have the option to purchase and acquire long-term leases on land and certain improvements on the West Bank of the Cuyahoga River in Cleveland, Ohio (the "Nautica properties"). Our Chairman and Chief Executive Officer and certain of his affiliated companies own varying interests in five of the six parcels comprising the Nautica properties. For a discussion relating to these properties, see "Business—Certain Transactions During 2005 and 2006."

        On June 16, 2006, we used proceeds from our refinancing to pay our stockholders a special distribution of $10 million.

DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facilities

Overview

        On June 16, 2006, we entered into a senior secured credit agreement with Credit Suisse Securities (USA) LLC, as joint lead arranger and joint bookrunner, CIBC World Markets Corp. as joint lead arranger and joint bookrunner and Credit Suisse, Cayman Islands Branch (CS) as administrative agent and collateral agent.

        Our senior credit facility provides senior secured financing of $100.0 million, consisting of:

•

a $40.0 million in a term loan facility;



•

a $40.0 million revolving credit facility; and

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•

a $20.0 million delayed draw term loan facility.

        The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice referred to as the swingline loans. The delayed draw term loan facility allows us to make up to two borrowings prior to December 31, 2006 to finance certain capital expenditures.

Interest Rate and Fees

        Borrowings under our senior credit facility bears interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) CS's prime rate and (2) the federal funds rate plus ¹/2 of 1% or (b) a LIBOR rate for the interest period relevant to such borrowing adjusted for certain additional costs. We expect that the initial applicable margin for borrowings will be, under the revolving credit facility, 1.50% with respect to the base rate borrowings and 2.50% with respect to LIBOR borrowings and, under the term loan facilities, 1.50% with respect to base rate borrowings and 2.50% with respect to LIBOR borrowings. The applicable margin for borrowings under the revolving credit facility may be reduced subject to our attaining certain total leverage ratios.

        In addition to paying interest on outstanding principal under our senior credit facility, we will be required to pay a commitment fee to the lenders under the revolving credit facility and the delayed draw term loan facility in respect of the unutilized commitments thereunder. The commitment fee rate with respect to the revolving facility is 0.50% per annum and the commitment fee rate with respect to the delayed draw term loan facility is 1.00% per annum. We must also pay customary letter of credit fees.

Prepayments

        Our senior credit facility requires us to prepay outstanding term loans, subject to certain exceptions, with:

•

50% of our annual excess cash flow;



•

100% of the net cash proceeds of certain asset sales or other dispositions of property by the Company and its subsidiaries (including insurance and condemnation proceeds), if we do not reinvest those proceeds in assets to be used in our business or make certain other permitted investments within 270 days; and



•

100% of the net cash proceeds of any incurrence of debt, other than proceeds from debt permitted under the senior secured credit agreement.

        The foregoing mandatory prepayments will be applied pro rata to the term loan facilities and to installments of the term loan facilities in inverse order of maturity.

        We may voluntarily repay outstanding loans under our new senior credit facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans.

Amortization

        We are required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 0.25% of their funded total principal amount for the first five years and nine months, with the remaining amount payable on the date that is six years from the date of the closing of the senior secured credit facilities.

        Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, five years from the date of the closing of the senior secured credit facilities.

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Guarantee and Security

        All obligations under our senior credit facility are unconditionally guaranteed by, subject to certain limited exceptions, each of our existing and future domestic wholly-owned subsidiaries (referred to, collectively, as Guarantors).

        All obligations under our senior credit facility, and the guarantees of those obligations, are secured by substantially all the following assets of ours and each Guarantor, subject to certain exceptions:

•

a pledge of 100% of the capital stock of each U.S. Guarantor and 65% of the capital stock of each of our wholly-owned foreign subsidiaries that are directly owned by us or one of the Guarantors; and



•

a security interest in, and mortgages on, substantially all tangible and intangible assets of ours and of each Guarantor.

Certain Covenants and Events of Default

        Our senior credit facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

•

incur additional indebtedness or issue preferred stock;



•

create liens on assets;



•

enter into sale and leaseback transactions;



•

engage in mergers or consolidations;



•

sell assets;



•

pay dividends and distributions or repurchase our capital stock;



•

make investments, loans or advances;



•

make capital expenditures;



•

repay subordinated indebtedness;



•

make certain acquisitions;



•

engage in certain transactions with affiliates;



•

amend material agreements governing our subordinated indebtedness; and



•

change our lines of business.

        In addition, our senior credit facility requires us to maintain the following financial covenants:

•

a maximum total leverage ratio;



•

a maximum senior secured ratio; and



•

a minimum interest coverage ratio.

        Our senior credit facility also contains certain customary affirmative covenants and events of default.

Other

        In addition to our senior secured credit facilities described above, at March 31, 2006 we had (i) various capital leases aggregating $4.4 million which have a weighted average interest rate of

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approximately 12% per annum; and (ii) business improvement district bonds having an outstanding principal balance of $3.5 million and which bear interest at 6.5% per annum.

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DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, the word "Company" refers only to Jacobs Entertainment, Inc. and not to any of its Subsidiaries.

        The Company will issue the New Notes under an Indenture (the "Indenture") among itself, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"), in an offering registered under the Securities Act of 1933 by means of the registration statement of which this prospectus is a part. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture and the Notes because they, and not this description, define your rights as holders of the Notes.

Brief Description of the Notes and the Guarantees

The Notes

        The Notes:

•

are unsecured senior obligations of the Company;



•

are equal in right of payment with all existing and future Senior Indebtedness (including the Senior Credit Facilities) of the Company;



•

are effectively subordinated to all secured Indebtedness of the Company (including the Senior Credit Facilities);



•

are senior in right of payment to any future Indebtedness of the Company that is subordinated in right of payment to the Notes or the Guarantees; and



•

are guaranteed on an unsecured senior basis by each Restricted Subsidiary that guarantees the Senior Credit Facilities.

The Guarantees

        The Guarantors, as primary obligors and not merely as sureties, have jointly and severally irrevocably and unconditionally guaranteed, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Company under the Indenture and the Notes, whether for payment of principal of or interest on or Additional Interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture.

        The current and future Restricted Subsidiaries of the Company that are guarantors under the Senior Credit Facilities have guaranteed the Notes. Each of the Guarantees of the Notes is a general unsecured obligation of the issuing Guarantor, is equal in right of payment to all existing and future Senior Indebtedness of such entity, is effectively subordinated to all secured Indebtedness of each such entity and is senior in right of payment to all existing and future Indebtedness of such entity that is subordinated in right of payment to such Guarantee. The Notes are structurally subordinated to Indebtedness of Subsidiaries of the Company that do not Guarantee the Notes.

        The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law.

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        Any entity that makes a payment under its Guarantee is entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

        If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to void guarantees, subordinate claims in respect of indebtedness and require debt holders to return payments received from guarantors."

        Each Guarantee provides that it will be automatically and unconditionally released and discharged upon:

        (1)   (a) any sale, exchange or transfer (by merger or otherwise) of the (i) Capital Stock of the issuing Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

        (b)   the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities, except a discharge or release by or as a result of payment under such guarantee;

        (c)   the proper designation of the Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

        (d)   the Issuer exercising its legal defeasance option as described under "Legal Defeasance and Covenant Defeasance" or the Issuer's obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

        (2)   such Guarantor delivering to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

Senior Secured Indebtedness and the Notes

        The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee is equal in right of payment to all Senior Indebtedness of the Company or the relevant Guarantor, as the case may be, including the obligations of the Company and such Guarantor under the Senior Credit Facilities.

        The Notes are effectively subordinated to all of the Company's and the Guarantor's existing and future secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of June 30, 2006, the Company has approximately $47 million of secured Indebtedness, which consists of secured Indebtedness outstanding under our $100 million Senior Credit Facilities and our capital leases and special assessment bonds.

        Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock."

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Principal, Maturity and Interest

        The Company issued $210.0 million aggregate principal amount of Notes on June 16, 2006. The Company may issue additional notes (the "Additional Notes") from time to time after this offering (without limitation as to principal amount), but the Additional Notes may not be issued with original issue discount as determined under Section 1271, et seq., of the Internal Revenue Code of 1986, as amended. Any offering of Additional Notes is subject to the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Notes and any Additional Notes issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company issued Notes in denominations of $2,000 and integral multiples of $1,000. The Notes will mature on June 15, 2014.

        Interest on the Notes accrues at the rate of 9³/4% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2006. The Company will make each interest payment to the Holders of record on the immediately preceding June 1 and December 1.

        Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional Interest

        Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee maintained for such purpose.

Methods of Receiving Payments on the Notes

        If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest, premium and Additional Interest, if any, on that Holder's Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

        The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

        A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer

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documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

        The Holder will be treated as the owner of its Notes for all purposes.

Optional Redemption

        At any time prior to June 15, 2009, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of any Equity Offering; provided that:

        (1)   at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and

        (2)   the redemption must occur within 45 days after the date of the closing of such Equity Offering.

        Except pursuant to the preceding paragraph, the Notes will not be redeemable at the Company's option prior to June 15, 2010.

        On and after June 15, 2010, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to the applicable redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on June 15 of the years indicated below:

Year	Percentage
2010	104.875%
2011	102.438%
2012 and thereafter	100.000%

Mandatory Disposition in Accordance with Gaming Laws

        Each Holder, by accepting the Notes, will be deemed to agree (to the extent permitted by applicable law) that if the Gaming Authority of any jurisdiction in which the Company or any of its Subsidiaries conducts or proposes to conduct gaming requires that a Person who is a Holder or a beneficial owner of any of the Notes must be licensed or found suitable under applicable Gaming Laws, such holder shall apply for a license or a finding of suitability within the required time period. If such Person fails to apply or become licensed or is found unsuitable, the Company shall have the right, at its option, (i) to require such Person to dispose of its Notes or beneficial interest therein within 30 days of receipt of notice of the Company's election or such earlier date as may be ordered by such Gaming Authority, or (ii) to redeem such Notes at a price of the lesser of (a) such Person's cost and (b) 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of redemption and the date of the finding of unsuitability, which may be less than 30 days following the notice of redemption if so ordered by the Gaming Authority. The Holder or beneficial owner applying for a license or finding of suitability must pay all costs of the licensure or investigation for such finding.

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Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs and unless the Company has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under "Optional Redemption," each Holder will have the right to require the Company to repurchase all or any part (in minimum principal amounts of $2,000 and integral multiples of $1,000) of that Holder's Notes on the terms set forth in the Indenture (a "Change of Control Offer"). In the Change of Control Offer, the Company will offer to repurchase each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of purchase (the "Change of Control Payment"). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice (the "Change of Control Payment Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

        (1)   accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

        (3)   deliver or cause to be delivered to the Trustee the Notes so accepted together with an officers' certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail to each Holder so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 and an integral multiple of $1,000.

        The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture

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does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Senior Credit Facilities provides, and future credit agreements or other agreements relating to Senior Indebtedness to which the Company becomes a party may provide that certain change of control events with respect to the Company would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable.

        Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock" and "Certain Covenants—Liens." Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group is uncertain.

Asset Sales

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Capital Stock issued or sold or otherwise disposed of;

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        (2)   in the case of an Asset Sale involving consideration in excess of $1.0 million, such fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers' certificate delivered to the Trustee; and

        (3)   at least 85% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

        (a)   any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the footnotes thereto), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; and

        (b)   any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion);

        Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the Restricted Subsidiary, as the case may be) may apply such Net Proceeds to (1) make capital expenditures, (2) the acquisition of all or substantially all of the assets, or a majority of the Voting Stock of another Permitted Business; provided that (a) if such Investment in any business is in the form of the acquisition of Capital Stock, such Investment results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary and (b) if such Investment is in the form of an acquisition of assets, such newly acquired assets are held by the Company or a Restricted Subsidiary, (3) the acquisition of other long-term assets in another Permitted Business (each of clauses (1), (2) and (3) above, either individually or in the aggregate, "Replacement Assets"), (4) retire and permanently reduce Indebtedness incurred under the Senior Credit Facilities; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount, and/or (5) repay other Senior Indebtedness that is secured by a Lien incurred in compliance with the terms of the Indenture, in accordance with the terms thereof.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will make an Asset Sale Offer to all Holders and, if required by the terms of any Indebtedness that is pari passu with the Notes ("Pari Passu Indebtedness"), to the holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness that is in a minimum principal amount of $2,000 and integral multiples of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within thirty Business Days after the date that Excess Proceeds exceed $5.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

        To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to applicable limitations arising from other covenants contained in the Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be

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purchased on a pro rata basis based on the accreted value or principal amount of Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

Selection and Notice

        If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

        (1)   if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

        (2)   if the Notes are not so listed, on a pro rata basis, provided that no Notes of $2,000 or less shall be redeemed in part.

        Notices of redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address. Notices of redemption may not be conditional.

        If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Restricted Payments

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Capital Stock in their capacity as such (other than (x) dividends or distributions payable solely in Capital Stock (other than Disqualified Stock) of the Company or (y) dividends or distributions payable by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Restricted Subsidiary, the Company or a

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Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Capital Stock in such class or series of securities;

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Capital Stock of the Company;

        (3)   make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

        (4)   make any Restricted Investment,

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments") unless, at the time of and immediately after giving effect to such Restricted Payment:

        (I)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

        (II)  the Company would, after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and

        (III) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (5) and (6) of the next succeeding paragraph), is less than the sum, without duplication, of:

        (a)   50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from July 1, 2006 to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

        (b)   100% of the aggregate net cash proceeds received by the Company since the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used as a basis for incurring Indebtedness or Preferred Stock pursuant to clause (12) of the second paragraph of "—Incurrence of Indebtedness and Issuance of Preferred Stock") from the issue or sale of:

        (i)    Capital Stock of the Company, excluding cash proceeds received from the sale of Capital Stock to members of management, directors or consultants of the Company (excluding the Principals and Related Parties) and the Company's Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph;

        (ii)   debt securities of the Company that have been converted into or exchanged for such Capital Stock of the Company; or

        (iii)  other equity contributions made to the Company or to any Restricted Subsidiary that is a Guarantor by the holders of Capital Stock of the Company

provided, however, that this clause (b) shall not include the proceeds from (X) Capital Stock or convertible debt securities of the Company sold to a Restricted Subsidiary, as the case may

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be, or (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock; plus

        (c)   to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash (other than a sale to the Company or a Restricted Subsidiary), the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

        (d)   in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, in each case after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors of the Company in good faith at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or transfer of assets (other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment); provided, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary; provided, further, that no amount will be included under this clause (d) to the extent it is already included in Consolidated Net Income.

The preceding provisions do not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

        (2)   if no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement, defeasance or other acquisition of any Indebtedness that is subordinated in right of payment to the Notes or the Guarantees of the Company or Wholly Owned Restricted Subsidiary that is a Guarantor, as applicable, or of any Capital Stock of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of Capital Stock of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (III) (b) of the preceding paragraph;

        (3)   if no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Indebtedness that is subordinated in right of payment to the Notes or the Guarantees of the Company or any Wholly Owned Restricted Subsidiary that is a Guarantor, as the case may be, with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

        (4)   if no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary of the Company held by any member of the Company's (or any of its Restricted Subsidiaries') management (excluding the Principals and Related Parties) pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed $500,000 in any 12-month period;

        (5)   with respect to each Tax Period that Company qualifies as a Flow Through Entity, the distribution by the Company to the holders of the Capital Stock of the Company of an amount, if

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any, equal to the aggregate local, state and federal income tax liability such holders would have incurred as a result of each holder's ownership of its Capital Stock of the Company, calculated (1) using the Presumed Tax Rate, (2) as if accruals and allocations from the Company attributable to the Capital Stock of the Company held by such holder were, for such Tax Period, the sole source of income and loss for such holder; and (3) by taking into account the carryover of items of loss, deduction and expense previously allocated by the Company to such holder. The amount distributable under this clause (5) shall be adjusted to take into account the effect of alternative minimum tax; tax adjustments; and any penalty and/or interest charged by any taxing authority that is the result of an action or omission of the Company. The distributions described in this clause (5) are referred to as "Tax Distributions." If at any time the sum of the permitted Tax Distributions received by the holders of Capital Stock of the Company is greater than the actual taxes paid by such holder for the Tax Period, then the excess amount, if any, shall be deducted from future permitted Tax Distributions starting in the next Tax Period until such excess amount is recouped;

        (6)   the Transactions; and

        (7)   if no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $1.0 million in any fiscal year.

        The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued to or by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. The Company's Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm if the fair market value exceeds $2.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

        As of the Issue Date, all of the Company's Subsidiaries will be Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of "Unrestricted Subsidiary." for purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of "Investment." Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7) of the second paragraph of this covenant and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Incurrence of Indebtedness and Issuance of Preferred Stock

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, "incur"), with respect to any Indebtedness (including Acquired Debt), and the Company will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that if no Default or Event of Default has occurred and is continuing at the time of or as a consequence of the incurrence of such Indebtedness, the Company and any Guarantor may incur Indebtedness (including Acquired Debt) if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for

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which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

        The first paragraph of this covenant do not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Indebtedness"):

        (1)   the incurrence by the Company and its Restricted Subsidiaries of Indebtedness under the Senior Credit Facilities in an aggregate principal amount not to exceed $100.0 million at any time outstanding, less the amount of any such Indebtedness retired with the Net Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or commitments thereunder;

        (2)   the incurrence by the Company and any Wholly Owned Restricted Subsidiary of Indebtedness represented by Purchase Money Obligations and Capital Lease Obligations in an aggregate principal amount or accreted value, as applicable, not to exceed the greater of (x) $9.0 million and (y) 15% of Consolidated EBITDA of the Company and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred;

        (3)   the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

        (4)   the incurrence by the Company and the Guarantors of Indebtedness represented by $210.0 million aggregate principal amount of the Notes and the related Subsidiary Guarantees to be issued on the Issue Date and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement;

        (5)   the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (10) or (12) of this paragraph;

        (6)   the incurrence by the Company or any of its Wholly Owned Restricted Subsidiaries of intercompany Indebtedness solely between or among the Company and any Wholly Owned Restricted Subsidiary; provided, however, that:

        (a)   such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Guarantor; and

        (b)   (i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Wholly Owned Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding; provided that the notional principal amount of each such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates;

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        (8)   the guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness (other than Non-Recourse Indebtedness of an Unrestricted Subsidiary) of the Company or a Guarantor that was permitted to be incurred by another provision of this covenant;

        (9)   the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued;

        (10) the incurrence by the Company or any of the Guarantors of additional Indebtedness that is contractually subordinated to the Notes in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10), not to exceed $25.0 million at any one time outstanding;

        (11) the incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Indebtedness; provided, however, that if any such Indebtedness ceases to be Non-Recourse Indebtedness of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (11);

        (12) the incurrence by the Company or any of its Wholly-Owned Restricted Subsidiaries of Indebtedness equal to 200.0% of the net cash proceeds received by the Company since the Issue Date from the issuance or sale of Capital Stock of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Capital Stock to the Company or any of its Subsidiaries) to the extent such proceeds have not been applied pursuant to clause III of the first paragraph of "—Certain Covenants—Restricted Payments," to make other Investments or payment pursuant to the second paragraph of "—Certain Covenants—Restricted Payments" or to make Permitted Investments (other then those specified in clauses (1), (2) or (3) of the definition thereof);

        (13) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers' compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 5 days following such drawing or incurrence;

        (14) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

        (a)   such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (14)(a)); and

        (b)   the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent

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changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

        (15) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

        (16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

        (17) Indebtedness of the Company or any Guarantor in an aggregate amount not to exceed $5.0 million at any time outstanding; and

        (18) unsecured Indebtedness of the Company or any Restricted Subsidiary in favor of Claude Penn, or his successor, heir or assignee in an aggregate amount not to exceed $7.5 million.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant,

        (1)   in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (18) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify or reclassify such item of Indebtedness (or any portion thereof) on the date of its incurrence, in any manner that complies with this covenant; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and

        (2)   at the time of incurrence, the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

        The Indenture provides that the Company will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Debt) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor's Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.

        The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has junior priority with respect to the same collateral.

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Liens

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) of any kind that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Company or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

        (1)   in the case of Liens securing Indebtedness that is subordinated in right of payment to the Notes and related Guarantees, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

        (2)   in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees and (b) Liens securing Indebtedness of the Company or any Guarantor permitted to be incurred under the Senior Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under "—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock."

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

        (2)   make loans or advances to the Company or any of its Restricted Subsidiaries; or

        (3)   sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (1)   Existing Indebtedness as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date;

        (2)   the Indenture, the Notes and the Subsidiary Guarantees;

        (3)   applicable law;

        (4)   any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

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        (5)   customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

        (6)   Purchase Money Obligations or Capital Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions of the nature described in clause (3) of the first paragraph above of this covenant on the property so acquired;

        (7)   any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

        (8)   Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (9)   Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; provided that such Lien is otherwise permitted pursuant to "—Liens;" and

        (10) restrictions imposed by Gaming Authorities on the payment of dividends by entities holding Gaming Licenses.

Merger, Consolidation or Sale of Assets

        The Indenture provides that the Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole (without giving effect to any property or assets of any Unrestricted Subsidiary), in one or more related transactions, to another Person; unless:

        (1)   either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (the "Surviving Entity");

        (2)   the Surviving Entity (if other than the Company) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

        (3)   immediately after such transaction no Default or Event of Default exists;

        (4)   the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment;

        (5)   the Surviving Entity:

        (a)   will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and

        (b)   will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and

        (6)   such transaction would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to

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obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction.

        No Guarantor may, directly or indirectly, consolidate or merge with or into another Person (whether or not such Guarantor is the surviving corporation) unless:

        (1)   either: (a) the Guarantor is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia (the "Surviving Guarantor Entity");

        (2)   the Surviving Guarantor Entity (if other than the Guarantor) assumes all the obligations of the Guarantor under its Subsidiary Guarantee, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

        (3)   immediately after such transaction no Default or Event of Default exists;

        (4)   the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment;

        (5)   the Company:

        (a)   will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company immediately preceding the transaction; and

        (b)   will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; and

        (6)   such transaction would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction.

        The Indenture provides that in the event of:

        (x)   a sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise; or

        (y)   a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person which is not the Company or a Restricted Subsidiary or an Affiliate of the Company;

then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee and the Indenture; provided that:

        (1)   the Net Proceeds of such sale or other disposition are applied in accordance with the provisions described under "—Repurchase at the Option of Holders—Asset Sales"; and

        (2)   all obligations of such Guarantor under all of its Guarantees of, and under all of its pledges of assets or other Liens which secure, Indebtedness of the Company or any of its Subsidiaries, shall also terminate.

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        This "Merger, Consolidation or Sale of Assets" covenant does not apply to a sale, assignment, transfer, conveyance or other disposition of assets solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries that is a Guarantor.

Designation of Restricted and Unrestricted Subsidiaries

        The Indenture provides that the Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would be in compliance with the conditions set forth in the definition of "Unrestricted Subsidiary"; provided that in no event shall any business held or operated by the Company as of the Issue Date be transferred to or held by an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will either reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "—Restricted Payments" or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Company shall determine in a manner which complies with the requirements of such covenant or definition, as applicable. That designation will only be permitted if such Restricted Payment or Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

        Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an officers' certificate certifying that such designation complied with the conditions set forth in the definition of "Unrestricted Subsidiary" and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the conditions for continued designation as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," the Company shall be in default of such covenant. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

        Upon the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, such Restricted Subsidiary shall execute a supplemental indenture to become a Guarantor.

Transactions with Affiliates

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

        (1)   such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

        (2)   the Company delivers to the Trustee:

        (a)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors of the Company set forth in an officers' certificate certifying that such Affiliate

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Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Board of Directors of the Company; and

        (b)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $3.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an independent accounting, appraisal or investment banking firm.

        The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the immediately preceding paragraph:

        (1)   subject to clause (2) of this paragraph, any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary;

        (2)   any employment, consulting or other similar compensation agreements with the Principals, so long as the annual compensation paid under all such agreements with the Principals by the Company and its Restricted Subsidiaries does not exceed $1.0 million in the aggregate in any 12-month period;

        (3)   transactions solely between or among the Company and/or its Wholly Owned Restricted Subsidiaries that are Guarantors;

        (4)   payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company;

        (5)   sales of Capital Stock of the Company (other than Disqualified Stock) to Affiliates of the Company;

        (6)   so long as (i) no Default exists and (ii) the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such payment is made would have been at least 1.75 to 1, determined on a pro forma basis, as if such payment had been made during such four-quarter period, the payment of fees to JIMCO for the provision of Gaming Facility development advisory services rendered to the Company and its Restricted Subsidiaries in the amounts and at the times specified in the Consulting Agreement, as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of Holders in any material respect than such agreement as it was in effect on the Issue Date; provided that payments under this clause (6) shall in any event not exceed (A) $1,250,000 in any 12-month period plus (B) an amount equal to the documented out-of-pocket expenses of JIMCO incurred in connection with rendering such services plus (C) a development fee not to exceed 2.5% of the Budgeted Cost (as defined in the Consulting Agreement) of any Development (as defined in the Consulting Agreement) for which JIMCO provides advisory services;

        (7)   Restricted Payments that are permitted by the provisions of the Indenture described above under the caption "—Restricted Payments" and Permitted Investments;

        (8)   management fees paid by Gameco Holdings, Inc. to the Company or any of its Subsidiaries;

        (9)   transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business and otherwise not prohibited by the Indenture;

        (10) the existence of, and the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any limited liability company, limited partnership or other organizational document or securityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Issue Date as in effect on the

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Issue Date, and similar agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under, any amendment to any such existing agreement or any such similar agreement entered into after the Issue Date shall only be permitted by this clause (10) to the extent not more adverse to the interest of Holders in any material respect, when taken as a whole, than any of such documents and agreements as in effect on the Issue Date;

        (11) any transaction with an Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Capital Stock (other than Disqualified Stock) of the Company; and

        (12) the Transactions.

Additional Subsidiary Guarantees

        The Indenture provides that if the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then that newly acquired or created Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel to the Trustee within ten business days of the date on which it was acquired or created (except all Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with the Indenture for so long as they continue to constitute Unrestricted Subsidiaries).

Limitation on Issuances and Sales of Capital Stock in Wholly Owned Restricted Subsidiaries

        The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock in any Wholly Owned Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company), unless:

        (1)   such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock in such Wholly Owned Restricted Subsidiary; and

        (2)   the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

        In addition, the Company will not permit any Wholly Owned Restricted Subsidiary of the Company to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors' qualifying shares) to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of the Company.

Business Activities

        The Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

Payments for Consent

        The Indenture provides that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Reports

        The Indenture provides that whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes, within the time periods specified in the Commission's rules and regulations:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants;

        (2)   if the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company; and

        (3)   all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

        In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1), (2) and (3) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        The Indenture provides that each of the following is an Event of Default:

        (1)   default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes;

        (2)   default in payment when due of the principal of, or premium, if any, on the Notes;

        (3)   failure by the Company or any of its Subsidiaries to comply with the provisions described under the captions "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales," "—Certain Covenants—Restricted Payments," "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or "—Certain Covenants—Merger, Consolidation or Sale of Assets;"

        (4)   failure by the Company or any of its Subsidiaries for 30 days after notice from the Trustee or Holders of not less than 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other covenants or agreements contained in the Indenture;

        (5)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Company or any of its Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Subsidiaries)

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whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

        (a)   is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

        (6)   failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

        (7)   [Reserved]

        (8)   any revocation, suspension, expiration without any previous or concurrent renewal, or loss of (i) any Gaming License of the Company or any of its Restricted Subsidiaries relating to a truck stop video gaming facility or pari-mutuel wagering facility, for more than 60 days that, individually or in the aggregate, represents in excess of 5% of the Company's consolidated net revenues for its most recently completed four fiscal quarters for which financial statements are available or (ii) any other Gaming License of the Company or any of its Restricted Subsidiaries for more than 60 days, in each case other than any voluntary relinquishment of a Gaming License if such relinquishment, in the reasonable good faith judgment of the Board of Directors of the Company, evidenced by a resolution of such Board, is both desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and would not in any material respect impair the Company's ability to pay principal and interest on the Notes;

        (9)   the cessation or suspension of any gaming operations of the Company or any of its Restricted Subsidiaries for more than 30 days that, individually or in the aggregate, represent in excess of 5% of the Company's consolidated net revenues for its most recently completed four fiscal quarters for which financial statements are available (other than any voluntary cessation of gaming operations if such cessation, in the reasonable good faith judgment of the Board of Directors of the Company, evidenced by a resolution of such Board of Directors, is both desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and would not in any material respect impair the Company's ability to pay principal and interest on the Notes);

        (10) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee;

        (11) [Reserved]

        (12) certain events of bankruptcy or insolvency with respect to the Company or any of the Restricted Subsidiaries described in the Indenture.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.

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        If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

        Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest, if any) if it determines that withholding notice is in their interest.

        The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest, if any, on, or the principal of, the Notes.

        In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        The Indenture provides that no director, officer, employee, incorporator or stockholder of the Company or of any Guarantor, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture and the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Indenture provides that the Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") and cure all then existing Events of Default except for:

        (1)   the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to below;

        (2)   the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Guarantor's obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the

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Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and interest and premium and Additional Interest, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default (other than resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (b) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

        (6)   the Company must have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;

        (7)   the Company must deliver to the Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

        (8)   the Company must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

        Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

        (1)   reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed final maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");

        (3)   reduce the rate of or change the time for payment of interest on any Note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any Note payable in money other than that stated in the Notes;

        (6)   make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;

        (7)   waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");

        (8)   release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture;

        (9)   make any change that would adversely affect the ranking of the Notes; or

        (10) make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

        (1)   to cure any ambiguity, omission, mistake, defect or inconsistency;

        (2)   to provide for uncertificated Notes in addition to or in place of certificated Notes;

        (3)   to provide for the assumption of the Company's obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company's assets;

        (4)   to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

        (5)   to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

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        (6)   to comply with the covenant relating to mergers, consolidations and sales of assets;

        (7)   to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Guarantor;

        (8)   to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof;

        (9)   to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

        (10) to add a Guarantor under the Indenture;

        (11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this "Description of the Notes" to the extent that such provision in this "Description of the Notes" was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes; or

        (12) making any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

        The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when either:

        (1)   all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

        (2)   (a) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

        (b)   no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

        (c)   the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

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        (d)   the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

        Anyone who receives this prospectus may obtain a copy of the Indenture and Registration Rights Agreement without charge by writing to the Company at 17301 W. Colfax Avenue Suite 250, Golden, Colorado 80401, Attention: Chief Financial Officer.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Additional Interest" has the meaning assigned to such term under "Exchange Offer; Registration Rights."

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

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        "Asset Sale" means:

        (1)   the sale, lease, conveyance, sublease, assignment, transfer or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and

        (2)   the issuance of Capital Stock in any of the Company's Restricted Subsidiaries or the sale of Capital Stock in any of its Subsidiaries.

        Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

        (1)   any single transaction or series of related transactions that involves assets having a fair market value of less than $500,000;

        (2)   a transfer of assets solely between or among the Company and its Wholly Owned Restricted Subsidiaries that are Guarantors;

        (3)   an issuance of Capital Stock by a Wholly Owned Restricted Subsidiary that is a Guarantor to the Company or to another Wholly Owned Restricted Subsidiary that is a Guarantor;

        (4)   the sale or lease of equipment, accounts receivable or other assets in the ordinary course of business;

        (5)   the sale or other disposition of cash or Cash Equivalents or obsolete, surplus or worn-out equipment in the ordinary course of business and the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and

        (6)   a Restricted Payment that is permitted by the covenant described above under the caption "—Certain Covenants—Restricted Payments" or Permitted Investments.

        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation;

        (2)   with respect to a partnership, the Board of Directors of the general partner of the partnership; and

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        (3)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

        and, in the case of each of the foregoing, all warrants, options or rights to acquire the foregoing.

        "Cash Equivalents" means:

        (1)   United States dollars;

        (2)   securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition;

        (3)   certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million;

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

        (5)   commercial paper and maturing within six months after the date of acquisition having a rating of at least A-1 from Moody's Investors Service, Inc. or P-1 from Standard & Poor's (a division of The McGraw-Hill Companies, Inc.); and

        (6)   money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

        "Change of Control" means the occurrence of any of the following:

        (1)   any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), other than the Principals and Related Parties, becomes the Beneficial Owner of more than 33¹/3% of the total voting power of the Company's Voting Stock, and the Principals and Related Parties Beneficially Own, in the aggregate, a lesser percentage of the total voting power of the Voting Stock of the Company than such other Person or Group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company;

        (2)   there is consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person

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or Group, together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture) other than to the Principals and Related Parties;

        (3)   there is consummated any consolidation or merger of the Company in which the Company is not the continuing or surviving Person or pursuant to which the Common Stock of the Company would be converted into cash, securities or other property, other than a merger or consolidation of the Company in which the holders of the Capital Stock of the Company outstanding immediately prior to the consolidation or merger hold, directly or indirectly, at least a majority of the voting power of the surviving corporation immediately after such consolidation or merger; or

        (4)   the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

        "Code" means the Internal Revenue Code, as amended.

        "Commission" means the Securities and Exchange Commission.

        "Consolidated EBITDA" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus (without duplication):

        (1)   an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted (and not added back) in computing such Consolidated Net Income; plus

        (2)   provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period (including, without limitation, any Tax Distributions taken into account in calculating Consolidated Net Income), to the extent that such provision for taxes was deducted (and not added back) in computing such Consolidated Net Income; plus

        (3)   Fixed Charges; plus

        (4)   depreciation, amortization (including amortization or impairment of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted (and not added back) in computing such Consolidated Net Income; plus

        (5)   without duplication of any items described above, to the extent such amounts were deducted in computing Consolidated Net Income, the costs and expenses of the Company incurred in connection with the consummation of the Transactions (not to exceed $9,000,000); plus

        (6)   Pre-Opening Expenses; plus

        (7)   the aggregate amount of all other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period; plus

        (8)   costs and expenses in an aggregate amount not to exceed $10,367,000 associated with the purchase by the Company or any of its Restricted Subsidiaries of all the outstanding shares of Maryland-Virginia Racing Circuit, Inc., in August 2005; minus

        (9)   non-cash items and interest income, in each case increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

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        Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated EBITDA of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that, without duplication:

        (1)   the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Restricted Subsidiary thereof;

        (2)   the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

        (3)   the cumulative effect of a change in accounting principles shall be excluded;

        (4)   any net gain (but not loss) resulting from an Asset Sale by the Person in question or any of its Restricted Subsidiaries other than in the ordinary course of business shall be excluded;

        (5)   extraordinary gains and losses shall be excluded;

        (6)   in the case of any Person that is a Flow Through Entity during such period, an amount equal to the maximum amount of Tax Distributions made or which may be made to the holders of Capital Stock of such Person in respect of the net taxable income allocated by such Person to such holders for such period shall be included as though such amounts had been paid as income taxes directly by the Company;

        (7)   gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period shall be excluded;

        (8)   earnings resulting from any reappraisal, revaluation or write-up of assets shall be excluded; and

        (9)   unrealized gains and losses with respect to Hedging Obligations for such period shall be excluded.

        "Consolidated Net Worth" means, with respect to any specified Person as of any date, the sum of:

        (1)   the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus

        (2)   the respective amounts reported on such Person's balance sheet as of such date with respect to any series of Preferred Stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such Preferred Stock.

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        "Consulting Agreement" means the amended and restated Consulting Agreement dated January 1, 2006, between the Company and JIMCO as amended on June 16, 2006.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who:

        (1)   was a member of such Board of Directors on the Issue Date; or

        (2)   was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Equity Offering" means any public offering or private sale of Capital Stock (other than Disqualified Stock) of the Company pursuant to which the Company receives net proceeds of at least $10.0 million.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Exchange Notes" has the meaning ascribed to such term under "Exchange Offer; Registration Rights."

        "Existing Indebtedness" means Indebtedness of the Company and its Subsidiaries (other than Indebtedness described in clauses (1) or (4) of the second paragraph under "—Incurrence of Indebtedness and Issuance of Preferred Stock") in existence on the Issue Date until such amounts are repaid.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than Indebtedness incurred under any revolving credit facility) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

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        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated EBITDA for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

        (2)   the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and

        (3)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

        For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company to the extent permitted by Regulation S-X, promulgated pursuant to the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligations in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs, original issue discount or premium and other financing fees and expenses, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

        (2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

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        (3)   any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

        (4)   the amount of all dividends, whether paid or accrued and whether or not in cash, on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Capital Stock payable solely in Capital Stock of the Company (other than Disqualified Stock) or to the Company or a Subsidiary of the Company.

        "Flow Through Entity" means an entity that:

        (1)   for Federal income tax purposes constitutes

        (a)   an "S corporation", as defined in Section 1361(a) of the Code,

        (b)   a "qualified subchapter S subsidiary", as defined in Section 1361(b)(3)(B) of the Code,

        (c)   a "partnership", within the meaning of Section 7701(a)(2) of the Code, other than a "publicly traded partnership", as defined in Section 7704 of the Code, or

        (d)   an entity that is disregarded as an entity separate from its owner under the Code, the Treasury regulations or any published administrative guidance of the Internal Revenue Service; and

        (2)   for state and local jurisdictions in respect of which Tax Distributions are being made, is subject to treatment on a basis under applicable state or local income tax law substantially similar to a Federal Flow Through Entity.

        "GAAP" means generally accepted accounting principles in the United States that are in effect from time to time.

        "Gameco Video Poker Plaza Acquisitions" means the acquisition by the Company or any Restricted Subsidiary of video poker plazas from Gameco Holdings, Inc., the aggregate consideration for each of which shall either (A) not exceed the lesser of (I) 7 multiplied by the EBITDA of such video poker plaza for the most recently ended four full fiscal quarters and (II) the result of (x) the aggregate consideration paid by Gameco Holdings, Inc. for such video poker plaza plus (y) the EBITDA of such video poker plaza for the most recently ended four full fiscal quarters plus or minus, as the case may be, (z) an adjustment for working capital as determined in good faith by the Company (any such adjustment to be reasonably supportable and quantifiable by the underlying accounting records of such video poker plaza), or (B) be supported by an opinion as to the fairness to the Company of such acquisition from a financial point of view issued by an independent nationally recognized accounting, appraisal or investment banking firm.

        "Gaming Authorities" means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by the Company or any of its Restricted Subsidiaries.

        "Gaming Facility" shall mean any gaming establishment and other property or assets used or reasonably related thereto, including any casinos, hotels, resorts, race tracks, theaters, parking facilities, recreational vehicle parks, timeshare operations, condominiums, retail shops, restaurants, other buildings, land, golf courses and other recreation and entertainment facilities, marinas, vessels, barges, ships and related equipment.

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        "Gaming Law" means any gaming laws or regulations of any jurisdictions to which the Company or any of its Subsidiaries is or may at any time after the Issue Date be subject.

        "Gaming Licenses" means every material license, material franchise, material registration, material qualification, findings of suitability or other material approval or authorization required to own, lease, operate or otherwise conduct or manage riverboat, dockside or land-based gaming activities in any state or jurisdiction in which the Company or any of its Restricted Subsidiaries conducts business, and all applicable liquor licenses.

        "Government Securities" means direct obligations of, or obligations Guaranteed by, the United States of America for the payment of which Guarantee or obligations the full faith and credit of the United States is pledged and which are not callable or redeemable at the option of the issuer thereof.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Guarantors" means each Restricted Subsidiary that executes a Subsidiary Guarantee in accordance with the Indenture and its respective successors and assigns.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

        (2)   other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

        "Holder" means a Person in whose name a Note is registered on the Registrar's books.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

        (3)   in respect of banker's acceptances;

        (4)   representing Capital Lease Obligations;

        (5)   in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

        (6)   representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes (i) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), (ii) to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person, and (iii) all Disqualified Stock issued by such Person with the amount of such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

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        The amount of any Indebtedness outstanding as of any date shall be:

        (1)   the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

        (2)   the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Stock.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Capital Stock or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Wholly Owned Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Capital Stock of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments."

        "Issue Date" means June 16, 2006.

        "JIMCO" means Jacobs Investment Management Co. Inc., an Ohio corporation.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Nautica Options" shall mean the right of the Company to purchase and/or lease land and certain improvements on the west bank of the Cuyahoga River in Cleveland, Ohio pursuant to several option agreements entered into by the Company.

        "Nautica Properties" shall mean the properties subject to the Nautica Options.

        "Net Income" means, with respect to any specified Person for any period the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends to the extent such Preferred Stock dividends do not reduce net income as determined in accordance with GAAP.

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        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, and any relocation expenses incurred as a result thereof, and taxes paid or payable as a result thereof, amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of "Repurchase at the Option of Holders—Asset Sales") to be paid as a result of such transaction in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "Non-Recourse Indebtedness" means Indebtedness:

        (1)   as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

        (3)   as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

        "Notes" means the 9³/4% Senior Notes due 2014 issued by the Company on the Issue Date and Notes issued by the Company in exchange for Notes pursuant to the registration statement of which this prospectus is a part, and any Additional Notes.

        "Obligations" means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Paying Agent" means an office or agency maintained by the Company within the City and State of New York where Notes may be presented for payment.

        "Permitted Business" means (i) the ownership and operation of one or more Gaming Facilities (ii) those types of businesses in which the Company and its Restricted Subsidiaries are engaged as of the Issue Date (or, in the good faith judgment of the Board of Directors, which are substantially related thereto or are reasonable extensions thereof), (iii) those types of businesses otherwise contemplated in this prospectus or (iv) other gaming businesses and the properties or assets ancillary thereto or used in connection therewith, including, without limitation, casinos, hotels, resorts, race tracks, theaters, parking facilities, recreational vehicle parks, timeshare operations, condominiums, retail shops, restaurants, other buildings, land, golf courses and other recreation and entertainment facilities, marinas, vessels, barges, ships and related equipment; provided, however, that none of the Company or its Restricted Subsidiaries (other than the Nautica Properties upon exercise of the Nautica Options)

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shall be permitted to conduct any business of the type conducted by the Nautica Properties on the Issue Date not otherwise permitted under clauses (i) though (iv) of this definition.

        "Permitted Investments" means:

        (1)   any Investment in the Company or in a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor;

        (2)   any Investment in (w) cash or Cash Equivalents, (x) accounts receivable created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (y) negotiable instruments held for collection in the ordinary course of business and (z) lease, utility or other similar deposits in the ordinary course of business;

        (3)   any Investment (other than a Gameco Video Poker Plaza Acquisition) by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment:

        (a)   such Person becomes a Wholly Owned Restricted Subsidiary of the Company and a Guarantor; or

        (b)   such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor (including without limitation, Investments in connection with the Transactions);

        (4)   any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

        (5)   any acquisition of assets solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Company;

        (6)   Hedging Obligations;

        (7)   Investments in securities of trade creditors or customers in the ordinary course of business received upon foreclosure or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

        (8)   Investments made by the Company or any Restricted Subsidiary in Publicly Traded Securities in an aggregate amount not to exceed $3.0 million in any fiscal year; provided that on or immediately after giving effect to the applicable Investment, the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided, further, that (x) if the aggregate amount of Investments made in any fiscal year shall be less than the maximum amount of Investments permitted under this clause (8) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall may be added to the amount of Investments permitted under this clause (8) for the immediately succeeding (but not any other) fiscal year and (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (before giving effect to any carryover);

        (9)   credit extensions or other advances to gaming customers in the ordinary course of business and consistent with industry practice;

        (10) Investments consisting of redemptions or repurchases of Capital Stock or Indebtedness of the Company or any of its Subsidiaries to the extent required by any Gaming Authority or, if determined in the good faith judgment of the Board of Directors of the Company, to prevent the

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loss, or to secure the grant or establishment, of any Gaming License or other right to conduct lawful gaming operations;

        (11) any Investment in existence on the Issue Date;

        (12) the Gameco Video Poker Plaza Acquisitions;

        (13) entering into and exercising the Nautica Options; and

        (14) additional Investments not to exceed $5.0 million at any one time outstanding.

        "Permitted Liens" means:

        (1)   inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

        (2)   Liens in respect of property of the Company or any Restricted Subsidiary imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers', warehousemen's, materialmen's, landlord's and mechanics' liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property or assets of the Company and its Restricted Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Company and its Restricted Subsidiaries, taken as a whole and (ii) which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

        (3)   Liens on property and assets of the Company existing on the Issue Date;

        (4)   easements, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect to any real property, in each case whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such real property and (iii) individually or in the aggregate materially interfering with the conduct of the business of the Company or any Restricted Subsidiary at such real property;

        (5)   Liens arising out of judgments or awards not resulting in a Default and in respect of which the Company or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $5.0 million at any time outstanding;

        (6)   Liens (other than any Lien imposed by the United States Employee Retirement Income Securities Act of 1974, as amended) (i) imposed by law or deposits made in connection therewith in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security or public utility obligations, (ii) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations

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(exclusive of obligations for the payment of borrowed money) or (iii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (x) with respect to clauses (i), (ii) and (iii) hereof such Liens are set amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien and (y) to the extent such Liens are not imposed by law, such Liens shall in no event encumber any property other than cash and Cash Equivalents; provided, further that the aggregate amount of deposits at any time pursuant to clause (ii) and clause (iii) shall not exceed $1.0 million in the aggregate;

        (7)   leases with respect to the assets or properties of the Company or any Restricted Subsidiary or its respective Subsidiaries, in each case entered into in the ordinary course of the Company or any Restricted Subsidiary business so long as such leases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of the Company or any Restricted Subsidiary and (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;

        (8)   Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of the Company or any Restricted Subsidiary;

        (9)   Liens arising pursuant to Purchase Money Obligations or Capital Lease Obligations incurred pursuant to the covenant described above under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided that (i) the Indebtedness secured by any such Lien (including refinancings thereof) does not exceed 100% of the cost of the property being acquired or leased at the time of the incurrence of such Indebtedness and (ii) any such Liens attach only to the property being financed pursuant to such Purchase Money Obligations or Capital Lease Obligations and do not encumber any other property of the Company or any Subsidiary (it being understood that all Indebtedness to a single lender shall be considered to be a single Purchase Money Obligation, whether drawn at one time or from time to time);

        (10) bankers' Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Company or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

        (11) Liens on assets of a person existing at the time such person is acquired or merged with or into or consolidated with the Company or any Restricted Subsidiary (and not created in anticipation or contemplation thereof) in accordance with the provisions of the Indenture; provided that such Liens were in existence prior to the contemplation of the merger or consolidation and do not extend to assets not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than the existing Lien;

        (12) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations (other than Indebtedness) that do not in the aggregate exceed $3.0 million at any time outstanding;

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        (13) Liens securing obligations under the Indenture, the Notes and the Subsidiary Guarantees;

        (14) Liens securing Acquired Debt (and any Permitted Refinancing Indebtedness which refinances such Acquired Debt) incurred in accordance with the covenant described under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided that (a) such Liens secured the Acquired Debt at the time of and prior to the incurrence of such Acquired Debt by the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of the incurrence of such Acquired Debt by the Company or a Restricted Subsidiary and (b) such Liens do not extend to or cover any property or assets of the Company or of any of the Restricted Subsidiaries other than the property or assets that secured the Acquired Debt prior to the time such Indebtedness became Acquired Debt of the Company or a Restricted Subsidiary;

        (15) licenses of the patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade- secrets, know-how and processes, granted by the Company or any Restricted Subsidiary in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Company or any Restricted Subsidiary;

        (16) Liens arising under applicable Gaming Laws; provided that no such Lien constitutes a Lien securing repayment of Indebtedness;

        (17) Liens in favor of the Company or any Guarantor;

        (18) Liens securing the Company's or any Restricted Subsidiary's Obligation under the Senior Credit Facilities;

        (19) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; and

        (20) Liens securing other Indebtedness permitted to be incurred under the Indenture not to exceed $5.0 million at any one time outstanding.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of all expenses and premiums incurred in connection therewith);

        (2)   such new Indebtedness has a final maturity date the same as or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

        (3)   if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such new Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

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        (4)   such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to dividends, distributions or liquidation proceeds of such Person over the holders of other Capital Stock issued by such Person.

        "Pre-Opening Expenses" shall mean all costs of start-up activities related to a Gaming Facility that are required to be expensed (and are not capitalized) in accordance with SOP 98-5.

        "Presumed Tax Rate", for any holder of Capital Stock of the Company or any Guarantor with respect to any period, means (i) with respect to the excess, if any, of ordinary income over ordinary loss (as determined for U.S. federal income tax purposes and, for this purpose, including items taxable at the same rate as ordinary income, such as net short-term capital gain) for such period, the sum of the maximum marginal individual U.S. federal, state and local income tax rates applicable to such income taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes, and (ii) with respect to the net capital gain (as determined for U.S. federal income tax purposes) for such period, the sum of the maximum marginal individual U.S. federal, state and local income tax rates applicable to such income taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes. For purposes of the definition of "Presumed Tax Rate", the maximum marginal individual U.S. federal, state or local income tax rate for each holder of Capital Stock shall be the highest such marginal individual U.S. federal, state or local income tax rate applicable to any holder of Capital Stock.

        "Principals" means Jeffrey P. Jacobs and Richard E. Jacobs.

        "Publicly Traded Securities" shall mean any securities (other than securities issued by the Company or any of its Affiliates) that are dealt in, quoted or traded on securities exchanges or securities markets located in the United States.

        "Purchase Money Obligations" of any Person means any obligations of such Person to any seller or any other Person incurred or assumed to finance the purchase, or the cost of construction or improvement, of real or personal property to be used in the business of such Person or any of its Subsidiaries in an amount that is not more than 100% of the cost, or fair market value, as appropriate, of such property, and incurred within 90 days after the date of such acquisition (excluding accounts payable to trade creditors incurred in the ordinary course of business).

        "Registrar" means the agent appointed as security registrar for the purpose of registering Notes and transfers of Notes.

        "Registration Rights Agreement" means the Registration Rights Agreement relating to, among other things, a registered exchange offer relating to the Notes, as more fully described under "Exchange Offer; Registration Rights."

        "Related Party" means:

        (1)   any parent, spouse, sibling or lineal descendant of any Principal; or

        (2)   any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

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        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Senior Credit Facilities" means the credit facility under the credit agreement entered into as of the Issue Date by and among the Company, the lenders party thereto in their capacities as lenders thereunder and Credit Suisse, Cayman Islands Branch, as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under "Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock" above).

        "Senior Indebtedness" means:

        (1)   all Indebtedness of the Company or any Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Company or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Company or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

        (2)   all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

        (3)   any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

        (4)   all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

        provided, however, that Senior Indebtedness shall not include:

        (a)   any obligation of such Person to the Company or any of its Subsidiaries;

        (b)   any liability for federal, state, local or other taxes owed or owing by such Person;

        (c)   any accounts payable or other liability to trade creditors arising in the ordinary course of business;

        (d)   any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

        (e)   that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

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        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

        (1)   any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

        (2)   any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Tax Period" means a period with respect to which a holder of Capital Stock must pay U.S. federal income taxes (including estimated taxes) whether quarterly, annual or otherwise.

"Transactions" means, collectively, (a) the acquisition of two video poker plazas in Denham Springs, Louisiana and Vinton, Louisiana from unaffiliated parties, (b) the acquisition of all the assets of the Best Western Piñon Plaza Resort, (c) the acquisition of three video poker plazas and land for a fourth video poker plaza, each in Louisiana from Gameco Holdings, Inc., (d) the issuance of the Notes, (e) the entry into the Senior Credit Facilities, (f) the repurchase, redemption repayment or other repayment in full of (i) the Company's existing $148.0 million aggregate principal amount of 11.875% senior secured notes due 2009, (ii) all amounts outstanding under the Company's Wells Fargo Foothill Revolving Credit Facility, (iii) a note due to Pimlico Racing Association and Laurel Racing Association, and (iv) approximately $19.5 million of notes payable to Affiliates, (g) a dividend by the Company in an amount not to exceed $10.0 million, and (h) a return of capital to the Principals and their Related Parties in respect of the December 2005 capital contribution made by such Persons, in an amount not to exceed $8.8 million.

        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only to the extent that such Subsidiary:

        (1)   has no Indebtedness other than Non-Recourse Indebtedness;

        (2)   is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

        (3)   is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Capital Stock or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and

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        (4)   has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

        Any such designation by the Company shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an officer's certificate certifying that such designation complied with the foregoing provisions.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the quotient obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the sum of all such payments.

        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

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BOOK ENTRY; DELIVERY AND FORM

        Except as set forth below, the New Notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $2,000 in excess of $1,000. New Notes will be issued at the closing of the exchange offer only upon tender of Old Notes in accordance with the procedures set forth in this prospectus and the letter of transmittal.

        The New Notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

        So long as the Global Note Holder is the registered owner of the New Notes, the Global Note Holder will be considered the sole Holder under the indenture of any notes evidenced by the Global Notes. Beneficial Owners of notes evidenced by the Global Notes will not be considered the owners or Holders of the notes under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the trustee thereunder. Neither Jacobs Entertainment nor the trustee will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC relating to the notes.

Depository Procedures

        The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Jacobs Entertainment takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised us that, pursuant to procedures established by it, ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

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        Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.

        Payments in respect of the principal of, and interest and premium and liquidated damages, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, DTC, Jacobs Entertainment and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither Jacobs Entertainment the trustee nor any agent of Jacobs Entertainment or the trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the New Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the Beneficial Owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or Jacobs Entertainment. Neither Jacobs Entertainment nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the Beneficial Owners of the notes, and Jacobs Entertainment and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised us that it will take any action permitted to be taken by a Holder of New Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the New Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the New Notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

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        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among Participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither Jacobs Entertainment nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC or its Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for definitive New Notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies Jacobs Entertainment that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, Jacobs Entertainment fails to appoint a successor depositary;

        (2)   Jacobs Entertainment, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the Notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in the Indenture unless that legend is not required by applicable law.

Same Day Settlement and Payment

        Jacobs Entertainment will make payments in respect of the New Notes represented by the Global Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. Jacobs Entertainment will make all payments of principal, interest and premium and liquidated damages, if any, with respect to Certificated Notes, by mailing a check to the registered address of each Holder thereof. The notes represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such New Notes will, therefore, be required by DTC to be settled in immediately available funds.

REGISTRATION RIGHTS

        We have entered into a Registration Rights Agreement pursuant to which we have agreed, for the benefit of the holders of the Old Notes, that we will, at our cost,

        (1)   within 120 days after June 16, 2006, file a registration statement (the "Exchange Offer Registration Statement") with the Securities and Exchange Commission, or the Commission, with respect to a registered offer to exchange (the "Exchange Offer") the Old Notes for New Notes that will have terms substantially identical in all material respects to the Old Notes, except that the New Notes will not contain terms with respect to transfer restrictions, and will be guaranteed by the guarantors on terms substantially identical in all material respects to the guarantees,

        (2)   use our best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 210 days after the date of the indenture. Upon the

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Exchange Offer Registration Statement being declared effective, we will offer the New Notes in exchange for surrender of the Old Notes, and

        (3)   keep the Exchange Offer open for not less than 30 business days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Old Notes. For each Old Note surrendered to us pursuant to the Exchange Offer, the holder of such note will receive a New Note having a principal amount equal to that of the surrendered note.

        Under existing Commission interpretations, the New Notes would in general be freely transferable after the Exchange Offer without further registration under the Securities Act, so long as, in the case of broker-dealers, a prospectus meeting the requirements of the Securities Act is delivered as required. We have agreed for a period of 180 days after consummation of the Exchange Offer to make available a prospectus meeting the requirements of the Securities Act to any broker-dealer for use in connection with any resale of any such New Notes acquired as described below. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act, and will be bound by the provisions of the Exchange Offer Registration Rights Agreement (including certain indemnification rights and obligations).

        Each holder of Old Notes that wishes to exchange such notes for New Notes in the Exchange Offer will be required to make certain representations including representations that

        (1)   any New Notes to be received by it will be acquired in the ordinary course of its business;

        (2)   it has no arrangement with any person to participate in the distribution of the New Notes; and

        (3)   it is not an "affiliate," as defined in Rule 405 of the Securities Act, of us or any of the guarantors, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the New Notes. If the holder is a broker-dealer that will receive New Notes for its own account in exchange for notes that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Notes.

        In the event that applicable interpretations of the staff of the Commission do not permit us to effect such an Exchange Offer, or if for any other reason the Exchange Offer is not consummated within 255 days of the issue date of the Old Notes or, under certain circumstances, if the initial purchasers shall so request, we will, at our own expense,

        (1)   as promptly as practicable, file a shelf registration statement covering resales of the Old Notes (the "Shelf Registration Statement");

        (2)   use our best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act; and

        (3)   use our best efforts to keep effective the Shelf Registration Statement until the earlier of the disposition of the Old Notes covered by the Shelf Registration Statement or two years after the original issue date of the Old Notes.

        We will, if a Shelf Registration Statement is filed and declared effective, provide to each holder of the Old Notes copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement for the Old Notes has become effective and take certain other actions as are required to permit unrestricted resales of the Old Notes. A holder of the Old Notes that sells such notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling securityholder in the related prospectus and to deliver a prospectus

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to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement which are applicable to such a holder (including certain indemnification rights and obligations).

        The Registration Rights Agreement provides that if we fail to comply with the requirements described above or if such registration statement fails to become effective, then, as liquidated damages, additional interest shall become payable in respect of the notes as follows:

        (1)   If (a) the Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 120 days after the date of the indenture or (b) notwithstanding that we have consummated or will consummate an Exchange Offer, we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by the Registration Rights Agreement;

        (2)   If (a) an Exchange Offer Registration Statement or Shelf Registration Statement is not declared effective within 210 days after the date of the indenture or (b) notwithstanding that we have consummated or will consummate an Exchange Offer, we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 90th day following the date on which such Shelf Registration Statement was filed; or

        (3)   If either (a) we have not exchanged the New Notes for all notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 255th day after the date of the indenture or (b) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (c) if applicable, the Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the date of the indenture;

(each such event referred to in clauses (1) through (3) above, a "Registration Default"), the sole remedy available to holders of the Old Notes will be the immediate assessment of additional interest ("Additional Interest") as follows: the per annum interest rate on the Old Notes will increase by 1.0%, and the per annum interest rate will increase by an additional 0.50% for each subsequent 90-day period during which the Registration Default remains uncured, up to a maximum additional interest rate of 2.0% per annum in excess of the interest rate on the cover of this prospectus. All Additional Interest will be payable to holders of the Old Notes in cash on each interest payment date, commencing with the first such date occurring after any such Additional Interest commences to accrue, until such Registration Default is cured. After the date on which such Registration Default is cured, the interest rate on the Old Notes will revert to the interest rate originally borne by the Old Notes (as shown on the cover of this prospectus).

        The summary herein of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which will be available upon request to the Company.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Scope of Discussion

        The following general discussion summarizes certain material United States federal income tax consequences that apply to beneficial owners of the Notes who acquire the notes at their original issue price for cash and hold the notes as a "capital asset," generally, for investment, under Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). This summary, however, is for general information only, is not tax advice, and does not consider state, local or foreign tax laws. In addition, it does not include all of the rules which may affect the United States tax treatment of your investment in the Notes. For example, special rules not discussed here may apply to you if you are:

•

a broker-dealer, a dealer in securities or a financial institution;



•

an S corporation;



•

a bank;



•

a thrift;



•

an insurance company;



•

a tax-exempt organization;



•

a partnership or other pass-through entity;



•

subject to the alternative minimum tax provisions of the Code;



•

holding the notes as part of a hedge, straddle or other risk reduction or constructive sale transaction;



•

a person with a "functional currency" other than the U.S. dollar; or



•

United States expatriate.

        The information in this section is based on the Code, current, temporary and proposed Treasury Regulations promulgated under the Code, the legislative history of the Code, current administrative interpretations and practices of the IRS (including its practices and policies as expressed in certain private letter rulings, which are not binding on the IRS except with respect to the particular taxpayers who requested and received such rulings), and court decisions, all as of the date of this prospectus. Future legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may adversely affect, perhaps retroactively, the tax considerations described herein. We have not requested, and do not plan to request, any rulings from the IRS concerning our tax treatment and the statements in this prospectus are not binding on the IRS or a court. Thus, we can provide no assurance that these statements will not be challenged by the IRS or sustained by a court if challenged by the IRS.

You are advised to consult your tax advisor regarding the specific tax consequences to you of the acquisition, ownership and sale of our notes, including the federal, state, local, foreign and other tax consequences of such disposition, acquisition, ownership and sale and of potential changes in applicable tax laws.

Exchange of Old Notes Pursuant to the Exchange Offer

        The exchange of Old Notes for New Notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. You will not recognize gain or loss upon the receipt of New Notes. If you are not exempt from United States federal income tax, you will be subject to such tax on the same amount, in the same manner and at the same time as you would have been as a result of holding the Old Notes. If you are a cash-basis holder who is exchanging Old Notes for New

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Notes, you will not recognize in income any accrued and unpaid interest on the Old Notes by reason of the exchange. Your basis and holding period of the New Notes will be the same as your basis and holding period of the Old Notes surrendered in the exchange.

United States Holders

        If you are a "United States Holder," as defined below, this section applies to you. Otherwise, the section "Non-United States Holders" applies to you.

        Definition of United States Holder.    You are a "United States Holder" if you are the beneficial owner of a note and you are, for United States federal income tax purposes:

•

a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code;



•

a corporation created or organized in the United States or under the laws of the United States or of any political subdivision of the United States;



•

an estate, the income of which is subject to United States federal income tax regardless of its source;



•

a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial decisions of the trust, or if the trust was in existence on August 20, 1996 and has elected to continue to be treated as a United States person.

        Taxation of Stated Interest.    Generally, you must include the interest on the notes in ordinary income:

•

when it accrues, if you use the accrual method of accounting for United States federal income tax purposes; or



•

when you receive it, if you use the cash method of accounting for United States federal income tax purposes.

        Sale or Other Taxable Disposition of the Notes.    You must recognize taxable gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note. The amount of your gain or loss equals the difference between the amount you receive for the note (in cash or other property, valued at fair market value), except to the extent amounts received are attributable to accrued interest on the note, minus your adjusted tax basis in the note. Your tax basis in the note equals the price you paid for the note less any amortized note premium.

        Your gain or loss will generally be a long-term capital gain or loss if you have held the note for more than one year. Otherwise, it will be a short-term capital gain or loss. Long-term capital gains of certain non-corporate holders are generally taxed at lower rates than items of ordinary income. The use of capital losses is subject to limitations. Payments attributable to accrued interest which you have not yet included in income will be taxed as ordinary interest income.

        Liquidated Damages/Exchange with New Notes.    We intend to take the position that the likelihood of our failing to exchange New Notes for Old Notes pursuant to the registration rights agreement and this exchange offer is remote. However, if we fail to exchange the notes, you must include the payment of additional interest as ordinary income only when such payment is accrued or paid, in accordance with your own method of accounting.

        Information Reporting and Backup Withholding.    We will report to holders of the notes and to the IRS the amount of any interest paid and OID accrued on the notes, if any, in each calendar year and

148

the amounts of tax withheld, if any, with respect to such payments. You may be subject to a backup withholding tax when you receive interest payments on a note or proceeds upon the sale or other disposition of the note. Certain holders (including, among others, corporations, financial institutions and certain tax-exempt organizations) are generally not subject to backup withholding. In addition, the backup withholding tax will not apply to you if you provide to us or our paying agent your correct social security or other taxpayer identification number (TIN), in the prescribed manner unless:

•

the IRS notifies us or our paying agent that the TIN you provided is incorrect;



•

you underreport interest and dividend payments that you receive on your tax return and the IRS notifies us or our paying agent that withholding is required;



•

you fail to certify under penalties of perjury that you are not subject to backup withholding.

        The backup withholding tax rate is 28%.

        If the backup withholding tax does apply to you, you may use the amounts withheld as a refund or credit against your United States federal income tax liability as long as you provide certain information to the IRS.

        United States Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedures for obtaining such exemption.

Non-United States Holders

        The following general discussion is limited to the United States federal income tax consequences relevant to a "Non-United States Holder." A "Non-United States Holder" is any beneficial owner of a note that is for United States federal income tax purposes a nonresident alien, or a corporation, estate, or trust that is not a United States Holder.

Interest.

        Portfolio Interest Exemption.    You will generally not have to pay United States federal income tax on interest paid on the notes because of the "portfolio interest exemption" if either:

•

you represent that you are not a United States person for United States federal income tax purposes and you provide your name and address to us or our paying agent on a properly executed IRS Form W-8BEN (or a suitable substitute form) signed under penalties of perjury; or



•

a securities clearing organization, bank, or other financial institution that holds customers' securities in the ordinary course of its business holds the note on your behalf, certifies to us or our paying agent under penalties of perjury that it has received IRS Form W-8BEN (or a suitable substitute form) from you or from another qualifying financial institution intermediary, and provides a copy of the Form W-8BEN (or a suitable substitute form) to us or our paying agent.

        You will not, however, qualify for the portfolio interest exemption described above if:

•

you own, actually or constructively, 10% or more of the total combined voting power of all classes of our capital stock entitled to vote;



•

you are a controlled foreign corporation with respect to which we are a "related person" within the meaning of Section 864(d)(4) of the Code;



•

you are a bank receiving interest described in Section 881(c)(3)(A) of the Code; or



•

the interest received in connection with the Notes constitutes (or the IRS determines that such interest constitutes) contingent interest as described in Section 871(h)(4) of the Code.

149

        Withholding Tax if the Interest Is Not Portfolio Interest.    If you do not claim, or do not qualify for, the benefit of the portfolio interest exemption, you may be subject to a 30% withholding tax on the gross amount received, unless reduced or eliminated by an applicable income tax treaty.

        However, if the payments of interest on a note are effectively connected with the conduct by you of a trade or business in the United States, such payments will be subject to United States federal income tax on a net basis at the rates applicable to United States persons generally (and, if paid to corporate holders, may also be subject to a 30% branch profits tax). If payments are subject to United States federal income tax on a net basis in accordance with the rules described in the preceding sentence, such payments will not be subject to United States withholding tax so long as you provide us or our paying agent with a properly executed IRS Form W-8ECI.

        Non-United States Holders should consult any applicable income tax treaties, which may provide for a lower rate of withholding tax, exemption from or reduction of the branch profits tax, or other rules different from those described above. Generally, in order to claim any treaty benefits you must submit a properly executed IRS Form W-8BEN.

        Reporting.    We may report annually to the IRS and to you the amount of interest (including OID, if any) paid to you, and the tax withheld, if any, with respect to you.

        Sale or Other Disposition of Notes.    You will generally not be subject to United States federal income tax or withholding tax on gain recognized on a sale, exchange, redemption, retirement, or other disposition of a note unless:

•

such gain is effectively connected with the conduct by you of a trade or business within the United States, in which case such gain will be subject to United States federal income tax on a net basis at the rates applicable to United States persons generally; or



•

you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

Backup Withholding and Information Reporting.

        Payments From United States Office.    If you receive payments of interest or principal directly from us or through the United States office of a custodian, nominee, agent or broker, you may be subject to both backup withholding and information reporting.

        With respect to interest payments made on the notes, however, backup withholding and information reporting will not apply if you certify, generally on a Form W-8BEN (or Form W-8ECI) or substitute form, that you are not a United States person in the manner described above under the heading "Non-United States Holders—Interest."

        Moreover, with respect to proceeds received on the sale, exchange, redemption, or other disposition of a note, backup withholding or information reporting generally will not apply if you properly provide, generally on Form W-8BEN (or Form W-8ECI) (or a suitable substitute form), a statement that you are an "exempt foreign person" for purposes of the broker reporting rules, and other required information. If you are not subject to United States federal income or withholding tax on the sale or other disposition of a note, as described above under the heading "Non-United States Holders—Sale or Other Disposition of Notes," you will generally qualify as an "exempt foreign person" for purposes of the broker reporting rules.

        Payments From Foreign Office.    If payments of principal and interest are made to you outside the United States by or through the foreign office of your foreign custodian, nominee or other agent, or if you receive the proceeds of the sale of a note through a foreign office of a "broker," as defined in the pertinent United States Treasury Regulations, you will generally not be subject to backup withholding

150

or information reporting. You will, however, be subject to backup withholding and information reporting if the foreign custodian, nominee, agent or broker has actual knowledge or reason to know that you are a United States person. You will also be subject to information reporting, but not backup withholding, if the payment is made by a foreign office of a custodian, nominee, agent or broker that has certain relationships to the United States unless the broker has in its records documentary evidence that you are a Non-United States Holder and certain other conditions are met.

        Refunds.    Any amounts withheld under the backup withholding rules may be refunded or credited against the Non-United States Holder's United States federal income tax liability, if the required information is furnished to the IRS.

        The information reporting requirements may apply regardless of whether withholding is required. Copies of the information returns reporting interest and withholding also may be made available to the tax authorities in the country in which a Non-United States Holder is a resident under the provisions of an applicable income tax treaty or other agreement.

        This summary does not completely describe the withholding regulations. Please consult your tax advisor to determine how the withholding regulations apply to your particular circumstances.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for private notes if such private notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for at least 90 days after the exchange offer is completed, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

        We will not receive any proceeds from any sale of New Notes by broker-dealers or any other person. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of any such notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 90 days after the exchange offer is completed, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of private notes) other than commissions or concessions of any brokers or dealers and the fees of any advisors or experts retained by holders of Old Notes, and will indemnify the holders of the private notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

151

LEGAL MATTERS

        The validity of the New Notes offered hereby will be passed upon for us by Baker & Hostetler LLP, Cleveland, Ohio.

EXPERTS

        The consolidated financial statements of Jacobs Entertainment, Inc. as of December 31, 2005 and 2004, and for each of the three years in the period ended December 31, 2005 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

152

INDEX TO FINANCIAL STATEMENTS

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets as of December 31, 2005 and 2004
	Consolidated Statements of Operations for the years ended December 31, 2005, 2004, and 2003
	Consolidated Statements of Stockholders' Equity for the years ended December 31, 2005, 2004, and 2003
	Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003
Notes to Consolidated Financial Statements for the Years Ended December 31, 2005, 2004, and 2003
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005
	Unaudited Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2006
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005
Notes to Unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2006 and 2005

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Jacobs Entertainment, Inc.
Golden, Colorado

        We have audited the accompanying consolidated balance sheets of Jacobs Entertainment, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Jacobs Entertainment, Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Denver, Colorado
March 28, 2006

F-2

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2004
(Dollars in Thousands)

			2005			2004
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	21,804		$	21,497
	Restricted cash			1,619			1,670
	Accounts receivable—net			2,728			1,634
	Inventory			1,843			1,413
	Prepaid expenses and other current assets			2,084			2,070
	Total current assets			30,078			28,284
PROPERTY, PLANT, AND EQUIPMENT:
	Land and improvements			53,583			52,299
	Buildings and improvements			136,378			122,995
	Equipment and furniture and fixtures			44,920			37,516
	Leasehold improvements			2,364			2,344
	Construction in progress			4,483			1,948
		Total property, plant, and equipment		241,728			217,102
	Less accumulated depreciation and amortization			(42,889	)		(34,399	)
		Property, plant, and equipment—net		198,839			182,703
OTHER ASSETS:
	Goodwill			32,930			26,773
	Identifiable intangible assets—net			7,830			7,790
	Debt issue costs—net			6,702			5,426
	Other assets			2,374			1,290
	Total other assets			49,836			41,279
TOTAL			$	278,753		$	252,266
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$	15,292		$	12,721
	Gaming taxes payable			3,130			2,841
	Interest payable			8,181			6,942
	Due to affiliate			386			1,819
	Current maturities of long-term debt and capital lease obligations			3,583			1,006
	Total current liabilities			30,572			25,329
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS				160,418			132,421
LONG-TERM DEBT—Related parties				19,489			19,489
OTHER				472			423
	Total liabilities			210,951			177,662
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY:
	Common stock, $.01 par value—1,500 authorized, 1,500 shares issued and outstanding as of December 31, 2004
	Class A Common stock, $.01 par value; 1,800 shares authorized, 1,320 shares issued and outstanding as of December 31, 2005
	Class B Common stock, $.01 par value; 200 shares authorized, 180 shares issued and outstanding as of December 31, 2005
	Additional paid-in capital			51,755			31,312
	Retained earnings			16,047			43,292
	Total stockholders' equity			67,802			74,604
TOTAL			$	278,753		$	252,266

See notes to consolidated financial statements.

F-3

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
(Dollars in Thousands)

			2005			2004			2003
REVENUES:
	Gaming:
		Casino	$	115,607		$	108,347		$	96,816
		Truck stop		37,432			24,842			24,108
		Pari-mutuel		35,988			32,946			29,189
	Food and beverage			19,774			17,964			16,383
	Convenience store—fuel			37,361			21,690			17,229
	Convenience store—other			5,441			3,825			3,403
	Hotel			1,982			1,382			1,370
	Other			3,673			3,331			3,003
		Total revenues		257,258			214,327			191,501
	Promotional allowances			(23,175	)		(20,175	)		(19,652	)
		Net revenues		234,083			194,152			171,849
COSTS AND EXPENSES
	Gaming:
		Casino		41,804			38,586			36,209
		Truck stop		19,810			13,689			12,704
		Pari-mutuel		31,356			27,505			24,212
	Food and beverage			10,302			9,607			8,133
	Convenience store—fuel			34,843			20,171			15,881
	Convenience store—other			7,272			4,683			4,203
	Hotel			355			747			743
	Marketing, general, and administrative			47,635			42,783			38,316
	Abandonment costs			1,424			2,891			173
	Termination of contract			10,367
	Depreciation and amortization			11,005			9,958			9,071
		Total costs and expenses		216,173			170,620			149,645
OPERATING INCOME				17,910			23,532			22,204
INTEREST INCOME				172			64			72
INTEREST EXPENSE				(22,404	)		(19,705	)		(19,645	)
(LOSS) INCOME BEFORE INCOME TAX EXPENSE				(4,322	)		3,891			2,631
INCOME TAX EXPENSE				(423	)
NET (LOSS) INCOME			$	(4,745	)	$	3,891		$	2,631

See notes to consolidated financial statements.

F-4

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
(Dollars in Thousands)

		Common Stock
		Shares		Class A Shares	Class B Shares	Amount*		Additional Paid-in Capital		Retained Earnings			Total
BALANCES—January 1, 2003		1,500		—	—	$	—	$	27,992	$	36,770		$	64,762
	Capital contribution								1,617					1,617
	Net income										2,631			2,631
BALANCES—December 31, 2003		1,500		—	—		—		29,609		39,401			69,010
	Capital contribution								1,703					1,703
	Net income										3,891			3,891
BALANCES—December 31, 2004		1,500		—	—		—		31,312		43,292			74,604
	Capital contribution								20,443					20,443
	Stockholder distributions										(22,500	)		(22,500	)
	Common stock exchange (see Note 13)	(1,500	)	1,320	180									—
	Net loss										(4,745	)		(4,745	)
BALANCES—December 31, 2005		—		1,320	180	$	—	$	51,755	$	16,047		$	67,802

*

The par value amount of Jacobs Entertainment, Inc. common stock outstanding for the periods presented is less than $500 and is therefore presented as $0 above due to rounding.

See notes to consolidated financial statements.

F-5

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
(Dollars in Thousands)

					2005			2004			2003
OPERATING ACTIVITIES:
	Net (loss) income				$	(4,745	)	$	3,891		$	2,631
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Noncash charge termination of contract (see Note 13)				3,000
		Depreciation and amortization				11,005			9,958			9,071
		Loss on sale of equipment				45			75			94
		Deferred financing cost amortization				2,072			1,363			1,361
		Bond issue discount amortization				708			710			707
		Bond issue premium amortization				(489	)
		Loan discount amortization							23			180
		Noncash abandonment costs				1,424			1,500			35
		Changes in operating assets and liabilities—net of the effect of acquisitions:
			Accounts receivable—net			(1,094	)		(547	)		369
			Inventory			(232	)		(211	)		85
			Prepaid expenses and other assets			(1,098	)		(734	)		(88	)
			Accounts payable and accrued expenses			2,046			2,644			582
			Gaming taxes payable			289			132			105
			Interest payable			1,239			(28	)		(1,507	)
			Due to affiliate			(1,433	)		982			837
				Net cash provided by operating activities		12,737			19,758			14,462
INVESTING ACTIVITIES:
	Additions to property, plant, and equipment					(18,591	)		(18,374	)		(16,281	)
	Proceeds from sale of equipment					155			295			66
	Purchase of device rights					(546	)		(907	)		(566	)
	Capitalized project costs											(1,465	)
	(Increases) decreases restricted cash					51			237			(512	)
	Truck stop acquisitions, net of cash acquired of $100					(12,161	)
		Net cash used in investing activities				(31,092	)		(18,749	)		(18,758	)
FINANCING ACTIVITIES:
	Proceeds from bond issuance					25,300
	Payments to obtain financing					(3,348	)					(49	)
	Proceeds from long-term debt					1,338			5,100			228
	Proceeds from revolving line of credit					17,821			4,265			11,210
	Contributions from stockholders					14,113			1,703			1,617
	Payments on long-term debt					(831	)		(2,553	)		(2,620	)
	Payments on revolving line of credit					(13,231	)		(4,265	)		(11,210	)
	Distributions to stockholders					(22,500	)
		Net cash provided by (used in) financing activities				18,662			4,250			(824	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						307			5,259			(5,120	)
CASH AND CASH EQUIVALENTS—Beginning of year						21,497			16,238			21,358
CASH AND CASH EQUIVALENTS—End of year					$	21,804		$	21,497		$	16,238
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest, net of amounts capitalized in 2005, 2004, and 2003 of $106, $110, and $140, respectively				$	18,790		$	17,329		$	17,582
Noncash investing and financing activity:
		Capital contribution exchanged for retirement of note paid by affiliate			$	6,330		$	—		$	—
		Acquisition of property for payables incurred			$	800		$	1,357		$	303
		Acquisition of property under capital lease agreements			$	3,288		$	1,732		$	—
		Notes payable incurred on termination of contract			$	3,000		$	—		$	—
		Debt conversion to related party			$	—		$	—		$	10,489

See notes to consolidated financial statements.

F-6

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 AND 2004, AND FOR THE
YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
(Dollars in Thousands)

1.     BUSINESS AND ORGANIZATION

        Jacobs Entertainment, Inc. ("JEI", the "Company", "us", "our", or "we") was formed on April 17, 2001, as a Subchapter S Corporation under the Internal Revenue Code of 1986, as amended, to become a geographically diversified gaming and pari-mutuel wagering company with properties in Colorado, Nevada, Louisiana, and Virginia. The Company's sole stockholders, who each own beneficially 50% of each class of JEI's common stock, are Jeffrey P. Jacobs and Richard E. Jacobs and certain of their family trusts (collectively, "Jacobs"). As of December 31, 2005, we own and operate three casinos through Black Hawk Gaming & Development Company, Inc. ("Black Hawk"), a wholly owned subsidiary. They are The Lodge Casino at Black Hawk ("The Lodge") and the Gilpin Hotel Casino ("Gilpin"), both in Colorado, and the Gold Dust West Casino ("Gold Dust") in Nevada. JEI also owns and operates eleven truck plaza video gaming facilities in Louisiana through two wholly owned subsidiaries, Jalou LLC and Jalou II which are collectively referred to as "Jalou", "Truck stops" or "Truck Plazas". We also receive a percentage of gaming revenue from an additional truck plaza video gaming facility. Finally, JEI owns and operates a horse racing track with nine satellite wagering facilities and an account wagering operation in Virginia through a wholly owned subsidiary Colonial Holdings, Inc. ("Colonial").

        On February 25, 2005, we filed an application for gaming licenses to open a Jefferson Parish, Louisiana truck plaza location. The license was approved on August 16, 2005, and the location opened on September 22, 2005.

        On March 2, 2005, we acquired three truck plaza video gaming facilities in Louisiana previously owned by Jacobs for $22.5 million. The purchase of the three truck plaza video gaming facilities was accounted for as a combination of entities under common control, which is similar to the pooling of interests method of accounting for business combinations. Accordingly, the accompanying consolidated financial statements have been retroactively adjusted to include the operations of the acquired truck plazas from January 1, 2003. See Note 4 below.

        On March 16, 2005, we received a license to own and operate a seventh satellite wagering facility in Martinsville, Virginia. This facility was opened on August 15, 2005. On April 27, 2005, we received a license to own and operate an eighth satellite wagering facility and second location in Chesapeake, Virginia. We opened this facility on October 12, 2005. On May 25, 2005, we received a license to own and operate a ninth satellite wagering facility in Scott County, Virginia. We opened this facility on January 18, 2006.

        On December 16, 2005, we acquired from an unaffiliated party Fuel Stop 36 in Lake Charles, Louisiana for $6.1 million. On December 20, 2005, we acquired from an unaffiliated party the assets of Larose Truck Plaza in Lockport, Louisiana for $6.2 million. The purchases of these two truck plaza video gaming facilities were recorded using the purchase method of accounting. See Note 4 below.

2.     SIGNIFICANT ACCOUNTING POLICIES

Consolidation—The accompanying consolidated financial statements include the accounts of JEI, Black Hawk, Jalou and Colonial. All significant inter-company transactions and balances have been eliminated in consolidation.

F-7

Cash and Cash Equivalents—The Company considers all demand deposits and time deposits with original maturities of three months or less to be cash equivalents.

Restricted Cash—Amounts due under agreements with the Virginia Horsemen's Benevolent and Protective Association, Inc. and the Virginia Harness Horse Association are accrued based on the terms of the agreements. Funds for purses for future live race meets are held in restricted cash accounts.

Inventory—Inventory consists of food and beverages and uniforms at the casinos and of fuel, convenience store, and restaurant items at Jalou's truck stop operations, and is recorded at the lower of cost (first-in, first-out method) or market.

Property, Plant, and Equipment—Property, plant, and equipment are stated at historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated, using the straight-line method, over the shorter of the lease term or the useful life of the asset. Estimated useful lives used are as follows:

Land improvements	20-40 years
Buildings and improvements	5-40 years
Equipment and furniture and fixtures	2-20 years
Leasehold improvements	5-25 years

        Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on disposal of assets are recognized as incurred.

Goodwill—Goodwill represents the excess purchase price over the fair value of the net identifiable assets acquired related to acquisitions. See Note 4 for current year acquisitions.

Identifiable Intangible Assets—Identifiable intangible assets are comprised of revenue rights, device use rights, and a restriction agreement associated with the Jalou truck stop acquisitions. Amortization of the revenue rights are being amortized on a straight line basis over 50 years representing the initial term of the related agreement. Amortization of device use rights and the restriction agreement are being amortized on a straight line basis over five years, representing the initial terms of the related agreements.

Debt Issue Costs—Debt issue costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense, using the effective interest method, over the life of the related loan, and are included as a component of other assets in the accompanying consolidated balance sheets.

Slot Club Liability—The Company's casinos offer customers the ability to become members in their respective slot clubs. Once a member, the customer can insert a special card into slot and video poker machines while playing in the Company's casinos to earn "points." Based on their point totals, members receive various cash rewards and gift prizes. The Company accrues the cost of points as they are earned by the members of the slot clubs as a component of accounts payable and accrued expenses in the accompanying consolidated balance sheets.

Outstanding Gaming Chip and Token Liability—When customers exchange cash for gaming chips and tokens, the Company has a liability as long as those chips and tokens are not redeemed or won by the house. That liability is established by determining the difference between the total chips and tokens placed in service and the actual inventory of chips and tokens in custody or under the control of the casinos. The chip and token liability is adjusted periodically to reflect an estimate of chips and tokens that will never be redeemed, such as chips and tokens that have been lost or taken as souvenirs and is reflected as a component of accounts payable and accrued expenses in the accompanying consolidated balance sheets.

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Revenue—Casino—Casino revenues are the net winnings from gaming activities, which is the difference between gaming wins and losses and are recognized as earned.

Revenue—Truck Stop—Video poker revenue is the net winnings from gaming activities of the Company's truck stops, which is the difference between gaming wins and losses and are recognized as earned.

Revenue—Pari-Mutuel—Pari-mutuel revenue includes the Company's share of pari-mutuel wagering on live races after payments of amounts returned on winning wagers, and the Company's share of wagering from import and export simulcasting at its racing centers and are recognized as earned.

Revenue—Food and Beverage—The Company recognizes food and beverage revenue at the time that goods or services are rendered.

Revenue—Convenience Store—Fuel and Other—The Company recognizes revenue at the time of sale for fuel and convenience-store items.

Revenue—Hotel—The Company recognizes hotel revenue at the time rooms are provided to customers.

Revenue—Other—Other revenue consists of ATM commissions, cash advance commissions, miscellaneous vending commissions, admission charges, and program and concession sales at Colonial's live racing events. Other revenues are recognized at the time services are provided to patrons.

Promotional Allowances—Gross revenues include the retail amount of rooms, food and beverages provided gratuitously to customers. When computing net revenues, the retail amount of rooms, food and beverages and coupons, gratuitously provided to customers, as well as slot club player point redemptions, is deducted from gross revenues as promotional allowances. The estimated cost of such complimentary services in our casino operations for rooms, food, and beverages is charged to casino operations and was $9,811, $9,191, and $9,388 for the years ended December 31, 2005, 2004, and 2003, respectively. The estimated cost of such complimentary services in our truck stops related to video poker operations for food and beverages is charged to truck stop operations and was $798, $276, and $121 for the years ended December 31, 2005, 2004, and 2003, respectively. The estimated cost of such complimentary services in our truck stops related to fuel operations for food and beverages is charged to convenience store operations and was $261, $136, and $323 for the years ended December 31, 2005, 2004, and 2003, respectively.

Income Taxes—The Company has elected for income tax purposes to be treated as a Subchapter S Corporation under the Internal Revenue Code of 1986, as amended, and, consequently, no current or deferred income taxes have been reflected in the accompanying consolidated financial statements as these taxes are the responsibility of the stockholders. See Note 6 for information relating to $423 income tax expense charged for the year ended December 31, 2005.

Long-Lived Assets—The Company periodically evaluates the value of long-lived assets, including property, plant and equipment, goodwill and identifiable intangibles, for potential impairment. If an impairment is indicated, such impaired assets are written down to their estimated fair value. As of December 31, 2005 and 2004, management determined that there was no impairment of the Company's long-lived assets other than those costs abandoned as described in Note 10.

Operating Segments—The Company has four reportable segments (Colorado, Nevada, Virginia, and Louisiana), as defined by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. See Note 16.

Use of Estimates—The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets

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and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management periodically evaluates the Company's policies, and the estimates and assumptions related to such policies. All of JEI's subsidiary companies operate in a highly regulated industry. Colonial, Jalou and Black Hawk operations are subject to regulations that describe and regulate operating and internal control procedures. The majority of gaming revenue is in the form of cash which by nature does not require complex estimations. Management estimates certain liabilities with payment periods that extend for longer than several months. Such estimates include the self-insured medical and workers compensation liabilities and litigation costs. Furthermore, JEI believes that these estimates are reasonable based on past experience with the business and based upon assumptions related to possible outcomes in the future. Actual results could differ from those estimates.

        Furthermore, we have determined that the policy associated with our long-lived assets, goodwill and identifiable intangible assets, and related estimates are critical to the preparation of our consolidated financial statements. We have a significant investment in long-lived property and equipment. We estimate that the undiscounted future cash flows expected to result from the use of these assets exceeds the current carrying value of these assets. Any adverse change to the estimate of these undiscounted cash flows could necessitate an impairment charge that would adversely affect operating results. We estimate the useful lives for our assets based on historical experience, estimates of assets' commercial lives, and the likelihood of technological obsolescence. Should the actual useful life of a class of assets differ from the estimated useful life, we would record an impairment charge. We review useful lives and obsolescence and assess commercial viability of our assets periodically.

Reclassifications—In the accompanying Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003, we have changed the classification of changes in restricted cash balances to present such activity as an investing activity. We previously presented such changes as an operating activity. This reclassification has resulted in a $0.24 million increase and a $0.51 million decrease to investing cash flows during 2004 and 2003, respectively, and a corresponding $0.24 million decrease and $0.51 million increase to operating cash flows from the amounts previously reported. Certain other amounts have been reclassified within the 2004 and 2003 financial statements to conform to the presentation used in 2005. Management believes these reclassifications are immaterial as they had no impact on the Company's financial position or net income.

3.     GOODWILL AND OTHER INTANGIBLE ASSETS

        The Company tests goodwill for impairment as of September 30^th each year. Testing compares the estimated fair values of the Company's reporting units to the reporting units' carrying value. The Company considers a variety of factors when estimating the fair value of its reporting units, including estimates about future operating results of each reporting unit, multiples of EBITDA, investment banker market analysis, and recent sales of comparable business units if such information is available to the Company. A variety of estimates and judgments about the relevance and comparability of these factors to the reporting units are made. As of September 30, 2005 and as updated at year-end, management of the Company believes the goodwill held in our reporting units is not impaired. In addition, the Company has reassessed the useful lives of its identifiable intangible assets without any change to the previously established amortization periods of such assets.

        The changes in the carrying amount of goodwill for the years ended December 31, 2005 and 2004 are as follows (dollars in thousands):

		2005		2004
Balance as of beginning of year		$	26,773	$	26,773
	Goodwill acquired during year		6,157
Balance as of end of year		$	32,930	$	26,773

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        Acquired intangible assets as of December 31, 2005 and 2004, consist of the following (dollars in thousands):

		2005						2004
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangible assets:
	Revenue rights	$	6,000	$	480	$	5,520	$	6,000	$	360	$	5,640
	Device use rights		4,232		2,018		2,214		3,518		1,368		2,150
	Other		100		4		96
Total		$	10,332	$	2,502	$	7,830	$	9,518	$	1,728	$	7,790

	Years Ended December 31
	2005		2004		2003
Aggregate amortization expense	$	821	$	624	$	581

        Estimated amortization expense for the years ending December 31 (dollars in thousands):

2006	$	987
2007		588
2008		546
2009		499
2010		290
Thereafter		4,920
Total	$	7,830

4.     SALE OF DEBT AND ACQUISITIONS

        On March 2, 2005, we completed the issuance of $23,000 of additional notes subject to the same terms and conditions as our existing senior secured notes which carry a coupon of 11⁷/8% due 2009, with interest payable each February 1, and August 1. The notes were issued at 10% above their principal amount resulting in a premium of $2,300, which is being amortized using the effective interest method over the remaining life of the notes. We used $22,500 of the proceeds from the sale of the notes to fund the acquisition of a 100% interest in three truck plaza video gaming facilities in Louisiana known as Breaux Bridge, Eunice and Jefferson Parish, all of which were owned by Jacobs. The balance of the proceeds was used to pay for the offering costs of the additional notes. Due to the related party nature of the transaction (and under the terms of our indenture) we obtained a fairness opinion from an investment banking firm that the acquisition of the three video poker truck stops was fair from a financial point of view.

        The acquisition of the three truck plaza facilities was accounted for as a combination of entities under common control, and as such is reflected for accounting and financial reporting purposes similar to a pooling of interests. Therefore, the acquisitions have been recorded at the related party's historical cash cost in the assets transferred. Accordingly, the accompanying consolidated financial statements have been retroactively restated from January 1, 2003 through the acquisition date to include the operations of the acquired truck plazas. See Note 1 above.

        A distribution of $22,500 was recorded on the acquisition date as the assets of the entities acquired have been retroactively accounted for in JEI's financial statements. Therefore a net distribution of

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$12,380 (the $22,500 distribution reduced by the $10,121 of net assets acquired) has been recorded by us as of March 2, 2005, acquisition date.

        The following table summarizes the value of assets acquired and liabilities assumed and recorded as of March 2, 2005, for the transaction occurring on that date (dollars in thousands).

		Breaux Bridge		Eunice		Jefferson		Total
Current assets		$	402	$	285	$	309	$	996
Property and equipment—net			3,089		2,461		5,550
Construction in progress			2,545		2,545
Other assets			14		20		331		365
Identifiable intangible assets			463		329		390		1,182
	Total assets acquired		3,968		3,095		3,575		10,638
Current liabilities			217		184		22		423
Noncurrent liabilities							94		94
	Total liabilities assumed		217		184		116		517
Net assets acquired		$	3,751	$	2,911	$	3,459	$	10,121

        The consolidated financial statements for the years ended December 31, 2004 and 2003, have been retroactively restated as though the transaction had occurred at the beginning of each of the periods presented.

        The following table summarizes the operations of the acquired truck plaza entities (dollars in thousands):

	2004			2003
Net revenues	$	4,437		$	—
Costs and expenses		5,533			42
Net loss	$	(1,096	)	$	(42	)

        On September 30, 2005, we entered into an agreement with Dakota/Blackhawk, LLC, an unaffiliated Colorado limited liability company ("Dakota"), granting us the option to purchase 2.2 acres of undeveloped land (approximately 1 acre of which is located within the Black Hawk Gaming District) directly across the street from The Lodge.

        Under the terms of the option agreement, we have the exclusive right to purchase the property for $13 million. The option has an initial term of one year, with a right in our favor to extend the option for an additional one year period upon the payment of a nonrefundable extension fee of $500,000. The option agreement provides for an initial option fee of $500,000. Fifty percent of the initial option fee and fifty percent of the extension fee are to be applied to the purchase price if the property is purchased.

        If the real estate purchase contract is closed, the purchase price must be paid as follows: (i) 50% of the purchase price minus the option fee credit, in cash or immediately available funds at closing; and (ii) a four year promissory note in the amount of 50% of the purchase price executed by us.

        On November 2, 2005, we formed a new wholly owned subsidiary, Jacobs Piñon Plaza Entertainment, Inc. and entered into a definitive Asset Purchase Agreement with Capital City Entertainment, Inc. ("CCI"), a nonaffiliated party, under which we agreed to acquire all of the assets of the Best Western Piñon Plaza Resort ("Piñon Plaza"), a division of CCI. The assets to be purchased include all of the personal property, buildings and improvements used by Piñon Plaza in the operation

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of its casino, hotel, bowling alley and RV park in Carson City, Nevada. The purchase price for the assets is $14,500. Upon entering into the agreement, we deposited $500 into escrow which will be allocable to the purchase price. We anticipate closing this transaction during the second quarter of 2006. Under the agreement, the Company has until June 30, 2006 to close the transaction. If the transaction is not closed by June 30, 2006, the Company may extend the closing deadline to September 30, 2006, for a one time nonrefundable $250 payment to the seller. If the transaction is not closed by September 30, 2006, the $500 deposit will be forfeited and paid to the seller. No further recourse will be available to the seller.

        Contemporaneously, we entered into a triple net ground lease covering land underlying the assets which will begin upon closing of the Asset Purchase Agreement discussed above. The lessor is a family trust affiliated with CCI. The lease has a ten year term with two ten year extensions at the option of JEI. Rentals under the lease are $250 per year for years one through five, $300 per year for years six through ten, and a rate based on an appraisal performed by a Member of the Appraisal Institute "MAI" of the property during the first and second extension terms.

        JEI has the right to purchase the leased land at an MAI appraised value at the end of the first ten year term. It also has a right of first refusal should the lessor seek to sell the leased land to a third party.

        Consummation of the Asset Purchase Agreement and entry into the land lease are subject to several customary conditions, particularly including approval of the Nevada State Gaming Control Board and the Nevada Gaming Commission. Nevada gaming approvals could take several months.

        On December 16, 2005, we acquired from an unaffiliated party Fuel Stop 36 in Lake Charles, Louisiana for $6.1 million. On December 20, 2005, we acquired from an unaffiliated party the assets of Larose Truck Plaza in Larose, Louisiana for $6.2 million. The following table summarizes the assets acquired and liabilities assumed and recorded as of the acquisition dates (dollars in thousands).

		Fuel Stop 36		Larose		Total
Current assets		$	176	$	122	$	298
Property and equipment—net			2,748		2,729		5,477
Goodwill			2,860		3,297		6,157
Identifiable intangible assets			278		71		349
	Total assets acquired		6,062		6,219		12,281
Total liabilities assumed					16		16
Net assets acquired		$	6,062	$	6,203	$	12,265

        Goodwill resulting from the Larose and Fuel Stop 36 transactions is attributable to anticipated future cash flows associated with the acquired entities. Amortization expense recorded on these identifiable intangible assets was $4 for the year ended December 31, 2005.

        Assuming the transactions had occurred at the beginning of each period presented, combined unaudited pro forma revenue and net (loss) income would have been as follows (dollars in thousands).

	2005			2004
Net revenues	$	251,705		$	205,931
Costs and expenses		254,885			201,902
Net (loss) income	$	(3,180	)	$	4,029

        The pro forma information is not necessarily indicative of the results of operations that would have occurred had the acquisitions occurred at the beginning of each period presented, nor are they indicative of future operating results.

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5.     LONG-TERM DEBT, NOTES PAYABLE-RELATED PARTIES, AND CAPITAL LEASES

        Long-term debt, notes payable-related parties, and capital leases, as of December 31, 2005 and 2004, consist of the following (dollars in thousands):

		2005		2004
Indebtedness of JEI:
	Senior secured notes due 2009, with interest only payable each February 1, and August 1, beginning August 1, 2002, at a fixed interest rate of 117/8%.	$	147,622	$	122,103
	A $10 million line of credit ("LOC") agreement with Wells Fargo Foothill, expiring July 12, 2007. The LOC bears interest at the prime rate published by Wells Fargo Bank, N.A., plus 1.75%. The LOC is collateralized by the land, buildings and related improvements of The Lodge and the Gilpin, the Company's Colorado casino properties. The security interests under the terms of the LOC are contractually senior to the notes.		4,590
	Capital Lease with interest and principal payments of $3 per month until October 2006, increasing to $15 per month through October 2007, increasing to $21 per month thereafter, maturing October 2010, with the right to extend the lease three time for five years, or to purchase the land and building for $5,000 any time commencing with the day after the last day of the first year of the initial term through the end of the initial term, or for $5,398 at any time during the first renewal period. The purchase option is no longer available after the first renewal period. The effective interest rate is 17%. Each lease renewal if elected will result in an increase in monthly payment based on a base index rate established with the August 2005 Consumer Price Index ("CPI") as published.		1,227
			153,439		122,103
Indebtedness of Black Hawk:
	Bonds payable; issued in two series with interest payments varying between 6.25% and 6.50%; principal and interest payments approximating $360 are due semi-annually beginning in June 2000 continuing until December 2011; secured by infrastructure improvements made by the Lodge.		3,526		3,997
Indebtedness of Colonial:
	Note payable to Maryland Jockey Club, maturing December 2005, bearing interest at a rate of 7.75% payable quarterly for the first two years, and equal installments of interest and principal to be paid quarterly over the remaining five year term of the note, beginning in the first quarter of 2001.				290
	Note payable to John Deere Credit, maturing October 2008, bearing interest at a rate of 2.25% payable monthly in equal installments of interest and principal beginning November 2003, secured by the equipment purchased with the Note.		133		177
	Capital lease with interest and principal payments of $10 per month, maturing September 11, 2009, with the right to extend the term of the lease five times for five year intervals, or to purchase the land for $800 at any time after the term and first renewal period of the lease (after September 11, 2014). The effective interest rate is 11.84%. Each lease renewal if elected will result in an increase in monthly payments by 10% over the previous lease term.		971		976

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	Capital lease with interest and principal payments of $4 per month, until the earlier of occupancy or June 1, 2005, then interest and principal payments of $8 per month, maturing June 1, 2010, with the right to extend the term of the lease four times for five year intervals, or to purchase the land and building for $700 at any time after the initial term of the lease (after June 1, 2010), with the purchase price increasing 8% with any successive renewal term. The effective interest rate is 10.31%. Each lease renewal if elected will result in an increase in annual payments by $8 over the lease term.		764		756
	Capital lease with interest and principal payments of $8 per month until October 2006, then interest and principal payments of $10 per month until October 2010, then interest and principal payments of $11 per month until October 2015, with three renewal period terms of five years each with monthly payments starting at $13 per month increasing to $17 per month. The effective interest is 10.5% per annum.		1,195
	Note payable to individuals, with interest and principal payments of $8 per month through maturity at October, 2020, at an interest rate of 6.5% per annum, secured by the building and land.		954
	Note payable to Pimlico Racing Association, Inc, and Laurel Racing Association Limited Partnership, maturing September 2006, interest accruing at the prime rate published by the Wall Street Journal, plus 1%, payable at maturity, guaranteed by Jacobs Entertainment, Inc.		3,000
	Other		19		28
			7,036		2,227
Indebtedness of Jalou:
	Note payable to Cameron State Bank, maturing October 1, 2018, interest only monthly payments through April 1, 2005 bearing interest at a rate of 7%, beginning May 1, 2005 monthly principal and interest payments of $22 due until October 1, 2008, beginning November 1, 2008 monthly principal and interest payments of $21 due until September 1, 2018 bearing interest at a rate of the five year treasury bill plus 3%, October 1, 2018 all remaining interest and principal due. The note is secured by the land and improvements purchased with the note and inventory, equipment and fixtures.				2,300
	Note payable to Cameron State Bank, maturing July 1, 2018, interest only monthly payments through January 1, 2005 bearing interest at a rate of 7%, beginning February 1, 2005 monthly principal and interest payments of $27 due until July 1, 2008, beginning August 1, 2008 monthly principal and interest payments of $25 due until June 1, 2018 bearing interest at a rate of the five year treasury bill plus 3%, July 1, 2018 all remaining interest and principal due. The note is secured by the land and improvements purchased with the note and inventory, equipment and fixtures.				2,800
			—		5,100
Indebtedness to related parties:
	Notes payable to affiliates, maturing January 31, 2010, semi-annual payments of interest only at 12.0%, unsecured	$	9,000	$	9,000

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	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings, and related improvements of Houma		1,811			1,811
	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings and related improvements of Winner's		1,208			1,208
	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings, and related improvements of Cash's		1,717			1,717
	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings, and related improvements of Colonel's		2,172			2,172
	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings, and related improvements of Lucky Magnolia's		788			788
	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings, and related improvements of Bayou Vista		1,679			1,679
	Note payable to affiliates maturing March 2009, semi-annual payments of interest only at 8.5%, secured by the land, buildings, and related improvements of Raceland		1,114			1,114
			19,489			19,489
	Total indebtedness		183,490			152,916
Less current indebtedness			(3,583	)		(1,006	)
Total long-term indebtedness		$	179,907		$	151,910

        On February 8, 2002, JEI issued $125,000 of 11⁷/8% Senior Secured Notes (the "Notes") due 2009, with interest payable on each February 1, and August 1, with payments beginning August 1, 2002. The Notes were issued at a 3.96% discount from their principal amount, resulting in a discount of $4,950, which is being amortized using the effective interest method over the life of the Notes. The proceeds of the Notes were primarily used to fund the acquisition of the common stock of Black Hawk, Jalou LLC, Jalou II, and Colonial, and to refinance certain debt of these entities in connection with the acquisitions. The Notes are secured by the assets and stock of the Company's subsidiaries. JEI has no independent assets or operations and the subsidiaries' guarantees on the Notes are full and unconditional and joint and several within the meaning of Rule 3-10(h) of Regulation S-X of the Securities and Exchange Commission. The Notes contain a number of affirmative and negative covenants which among other things require JEI to maintain certain financial ratios and refrain from certain actions without prior approval from the Trustee of the Notes. As of December 31, 2005, management believes JEI is in compliance with all such debt covenants.

        On February 13, 2003, $10,489 of notes issued to the seller in connection with the acquisition of certain Jalou truck stops from an unaffiliated party were acquired by a related party. See discussion in Note 9 below.

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        On March 2, 2005, JEI issued $23,000 in debt subject to the indenture of the Notes described above. The terms of the new notes are the same as the existing notes, which carry a coupon rate of 11⁷/8% per annum and mature February 2009. See Note 4.

        Scheduled principal payments as of December 31, 2005, are as follows (dollars in thousands):

2006	$	3,429
2007		5,181
2008		683
2009		159,182
2010		10,447
Thereafter		4,928
Total	$	183,850

        Effective July 12, 2002, the Company entered into a $10,000 line of credit ("LOC") agreement with Wells Fargo Foothill, Inc., expiring July 12, 2007. The LOC bears interest at the prime rate published by Wells Fargo Bank, N.A., plus 1.75%. The LOC is collateralized by the land, buildings and related improvements of The Lodge and the Gilpin Hotel and Casino, the Company's Colorado casino properties. The security interests under the terms of the LOC are contractually senior to the Notes. There were no amounts outstanding under the LOC as of December 31, 2005 and 2004.

6.     INCOME TAXES

        On March 11, 2002, the Company received notice from the Internal Revenue Service asserting deficiencies in federal corporate income taxes for Black Hawk's 1998 tax year. The proposed adjustment related to the deductibility of depreciation taken against certain costs incurred by The Lodge to build and improve public assets. The Company has settled this issue with the Internal Revenue Service and has recorded a charge to earnings of $423 including $149 in interest. No penalties were assessed on this settlement.

7.     ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

        The following disclosure of estimated fair value of the Company's financial instruments has been determined by the Company using available market information and generally accepted valuation methodologies. However, considerable judgment is required to interpret market data in order to develop the estimates of fair value. Accordingly, the estimates herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The estimated fair value of the Company's financial instruments are as follows (dollars in thousands):

	2005				2004
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Liabilities—long-term debt and capital lease obligations	$	183,490	$	189,190	$	152,916	$	173,208

        The estimation methodologies utilized by the Company are summarized as follows:

Debt—The fair value of variable-rate debt is estimated to be equal to its carrying amount. The fair value of senior secured notes issued in 2002 and 2005 is based upon quoted market rates. The fair

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value of other fixed rate debt is estimated based on a discounted cash flow analysis, using the prevailing market interest rates for debt of similar dollar amount, maturity and risk.

        The estimated fair value of the Company's other financial instruments, such as cash and cash equivalents, accounts receivable, inventory and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments.

8.     EMPLOYEE BENEFIT PLANS

        In June 1998, Colonial implemented a 401(k) Plan in which all full time and part time employees are eligible to participate after six months of employment. The Plan is a defined contribution plan covering eligible employees of Colonial. The Plan allows eligible employees to make tax-deferred contributions that are matched by the Company up to a specified level. On July 9, 2004, the Colonial 401(k) plan was merged into the Black Hawk Gaming & Development Company Inc. 401(k) plan (renamed Jacobs Entertainment, Inc. plan on December 21, 2004). The Company's contributions to the 401(k) Plan were approximately $14 and $14 for the period ended July 9, 2004, and for the year ended 2003, respectively.

        On January 1, 1997, the Gilpin Hotel Casino Employees' 401(k) Plan (renamed Black Hawk Gaming & Development Company Inc.'s 401(k) Plan on March 31, 1999, further re-named Jacobs Entertainment, Inc.'s 401(k) plan on December 20, 2004) (the "Plan") was organized and began accepting contributions on September 1, 1997. The Plan is a defined contribution plan covering eligible employees of Black Hawk, The Lodge, the Gilpin, GDW, and Colonial (after July 9, 2004). The Plan allows eligible employees to make tax-deferred contributions that are matched by the Company up to a specified level. The Company contributed approximately $307, $257, and $249 to the Plan for the years ended December 31, 2005, 2004, and 2003, respectively. On July 9, 2004, Colonial's Plan and Jacobs Entertainment, Inc.'s Plan were merged into one plan covering all eligible employees of JEI.

9.     RELATED-PARTY TRANSACTIONS

        In order to assist JEI in its efforts to research, develop, perform due diligence on and possibly acquire new gaming opportunities, Black Hawk entered into an agreement with Premier One Development Company effective October 1, 1997. On May 9, 2000, Premier merged into Jacobs Investments Management Co. Inc. ("Management"), 82% of which is owned by Jeffrey P. Jacobs and the remaining 18% of which is owned in equal portions by two former directors of Colonial Holdings. Black Hawk paid or accrued $450, $450, and $450 for Management's services during the years ended December 31, 2005, 2004, and 2003, respectively. The agreement expired on December 31, 2002, but was renewed on January 2, 2003 for a period of nine years, at $450 per year, payable on January 15 of each year.

        The Company provides monthly management and accounting services to truckstops owned by an affiliate. In addition, the affiliates purchase repair parts from the Company. Total charges to affiliates for management services and repair part purchases totaled $480, $384 and $318 for the years ended December 31, 2005, 2004 and 2003, respectively. Accounts receivables due from affiliate totaled $286 and $224 as of December 31, 2005 and 2004, respectively.

        As part of the acquisition agreement for the Breaux Bridge, Eunice, and Jefferson locations, the affiliated party seller provided capital to the Company. Amounts payable to this affiliated party totaled $386 and $1,819 as of December 31, 2005 and 2004, respectively.

        JEI is the obligor on notes to Jacobs totaling $9,000, with interest only payable semi-annually at 12% per annum, and the principal amount due and payable on January 31, 2010. These notes were issued in connection with the acquisition of certain Louisiana truck stops. JEI is also the obligor of $10,489 of notes issued to the seller in connection with the acquisition of additional truck stops from

F-18

an unaffiliated party. These notes were acquired from the seller by Jacobs on February 13, 2003, for $7,000. Interest payable to related parties was $723 for each of the years ended December 31, 2005 and 2004, respectively.

10.   ABANDONMENT COSTS

        In December 2005, the Company recorded an abandonment charge of $1,424 representing the net book value of a stand-alone portion of the Gold Dust West's motel building (the "L-wing") containing 66 of the properties 106 motel rooms. After considering alternative plans for this stand-alone portion of the motel including a possible refurbish, it was decided that the property would be better served with improved access and expanded parking. The Company began demolition of the L-wing during the first quarter of 2006 and expects to complete the project late in the second quarter at an estimated total cost of $1.4 million. The Company expects to add approximately 75 parking spaces as a result of the demolition. The Company will continue to operate the remaining 40 hotel rooms.

        During the year ended 2004, we recorded a $2,900 charge to operations which is attributable to the write-off of abandoned project costs. Included in these costs is approximately $1,800 related to development costs associated with a potential gaming site in D'Iberville, Mississippi. After considering various development alternatives, we chose to abandon the project to pursue other alternatives which, in our estimation would result in greater returns than the potential of the D'Iberville site. The majority of these expenditures were primarily associated with land option payments and design, development and planning costs. Further, we charged to operations approximately $800 consisting of option payments, legal and accounting fee expenditures associated with four separate unrelated parties to acquire seven video poker stop operations in Louisiana. Based on the results of the due diligence work, we abandoned the potential acquisitions with all seven truck stop operations targeted for acquisition. Finally, approximately $300 in other capitalized costs were charged to operations due to abandonment of miscellaneous other projects.

11.   COMMITMENTS AND CONTINGENCIES

        In 1996, Colonial entered into a Management and Consulting Agreement, as amended (the "Management Agreement"), with Maryland-Virginia Racing Circuit, Inc. (the "Circuit"), a wholly owned subsidiary of Magna Entertainment Corp. ("MEC"), which is an affiliate of the Maryland Jockey Club ("MJC"). The Management Agreement provided for management services for Colonial's racetrack and its satellite facilities and created a Virginia-Maryland thoroughbred racing circuit. Under the Management Agreement, MJC agreed to suspend live racing at its racetracks, Laurel Park and Pimlico Race Course, during Colonial's live thoroughbred meets. Parties to the Management Agreement also exchanged simulcast signals for their live thoroughbred meets at no cost to either party. The effect of the exchange of signals is immaterial to the consolidated financial statements of JEI. The Circuit managed Colonial's satellite facilities, as well as, the live standardbred and thoroughbred meets and provided certain personnel, at its expense, for the live thoroughbred meet. For its services, the Circuit received a management fee of 1.0% of the first $75 million of the aggregate gross amounts wagered in any calendar year in the Commonwealth of Virginia, excluding certain amounts specified in the Management Agreement ("Handle"), 2.0% of all Handle of $75 million to $125 million per calendar year, 1.5% of all Handle in excess of $125 million, and 3.25% of any Handle for satellite wagering facilities located in the counties of Loudoun, Fairfax, Prince William, and Arlington and the Virginia cities of Manassas, Manassas Park, Fairfax City, Falls Church, and Alexandria. The Management Agreement was to remain in effect until 2036 provided Colonial owned, controlled, or operated its racetrack under its existing licenses. At Colonial's option, Colonial could terminate the Management Agreement any time after 2021 upon payment of a fee equal to 17 times the average management fee paid during the three years immediately preceding such termination.

F-19

Management fees incurred under the Management Agreement were approximately $1,787, $2,082, and $1,831 during each of the years ended December 31, 2005, 2004, and 2003, respectively.

        On September 30, 2005, Colonial acquired all of the outstanding shares of the Circuit. See Note 13 for discussion of this transaction.

        Colonial has entered into an agreement with a totalisator company which provides wagering services and designs, programs, and manufactures totalisator systems for the Company's pari-mutuel wagering applications. The basic terms of the agreement state that the totalisator company shall provide totalisator services to Colonial for all wagering held at Colonial's facilities through 2004 at a rate of .365% of the gross amounts wagered. Totalisator fees incurred under this agreement was approximately $731, $622, and $497 for the years ended December 31, 2005, 2004, and 2003, respectively. On March 16, 2005, Colonial entered into an amendment with the totalisator company to extend the term of the agreement to 2012, to provide replacement equipment for the existing equipment, and to increase the rate to .385% of handle up to $270,000 in handle. Handle above $270,000 will be charged a rate of .345%. The amendment also provides for minimum charge per calendar year of $330.

        Colonial has entered into agreements with a company which provides broadcasting and simulcasting equipment and services. The agreements for live racing services at the horse racing track, and equipment leases at two of the off track wagering facilities were extended during 2002 until December 31, 2007. Effective November 6, 2002, Colonial acquired certain equipment located at the horse racing track previously leased under these agreements. Total expense incurred for totalisator and broadcasting and simulcasting equipment was approximately $1,094, $922, and $745 for the years ended December 31, 2005, 2004, and 2003, respectively.

        Colonial leases automobiles, building space, and certain equipment under operating leases expiring at various dates. Total rental expense under these noncancelable leases was approximately $400, $420, and $357 for the years ended December 31, 2005, 2004, and 2003, respectively.

        Black Hawk leases land and warehouse space for the Gold Dust in Reno, Nevada as well as automobiles, and other property and equipment under operating leases expiring at various dates. Total rental expense under these noncancelable leases was approximately $368, $357, and $352 for the years ended December 31, 2005, 2004, and 2003, respectively.

        The following are the future estimated minimum commitments relating to JEI's noncancelable operating agreements and leases (dollars in thousands):

Years Ending December 31
2006	$	1,598
2007		1,597
2008		1,368
2009		1,333
2010		1,118
Thereafter		23,003
Total	$	30,017

        Other long-term obligations include the commitment of the Louisiana truck plaza video gaming facilities to pay $1 per video poker machine per day, plus $1,000 per machine annually in licensing to an outside party to maintain its video poker machines in its truck stop premises. Other long-term obligations also include commitments under employment contracts with members of senior management.

F-20

        The following is an analysis of the leased property under capital leases (dollars in thousands):

Class of Property	2005			2004
Land	$	1,523		$	1,323
Building		959			409
Construction in progress		1,200
Other		16			16
Less accumulated depreciation		(42	)		(5	)
Total leased property under capital lease	$	3,656		$	1,743

        As of December 31, 2005, the following is a schedule by years of future minimum lease payments under capital leases together with the present value of the net minimum lease payments (dollars in thousands):

Years Ending December 31
2006		$	363
2007			522
2008			584
2009			587
2010			1,256
Thereafter			8,350
	Total future minimum lease payments		11,662
Less amount representing interest ranging from 1.6% to 17.1% per annum			7,503
Net present value of net minimum lease payments		$	4,159

        The Company is also involved in routine litigation arising in the ordinary course of business. These matters are believed by the Company to be covered by appropriate insurance policies.

12.   COMMON STOCK

        In connection with estate planning activities by our two shareholders, effective September 27, 2005, all 1,500 shares of our common stock, $.01 par value, were converted into a total of 1,320 Class A Common Shares, $.01 par value, and 180 Class B Common Shares, $.01 par value. The shares are identical in all respects except that the Class A Common Shares are entitled to one vote per share and the Class B Common Shares are entitled to 50,000 votes per share. The Class A and Class B Shares are owned equally by Richard E. Jacobs and Jeffrey P. Jacobs and their family trusts. No proceeds were obtained by the Company in connection with the stock conversion and no underwriters were involved. The conversion was deemed exempt from the registration requirements of the Securities Act of 1933, as amended, as a transaction not involving a public offering.

13.   TERMINATION OF CONTRACT

        On September 30, 2005, Colonial completed a transaction with MEC under which Colonial acquired all of the outstanding shares of the Circuit for a purchase price of $10 million. The sale was subject to the approval of the Virginia Racing Commission which was granted on September 28, 2005. Under the terms of the purchase agreement, Colonial paid $7 million in cash at closing of the transaction and issued a one-year $3 million note bearing interest at the prime rate plus 1% (7.75% at December 31, 2005). The note is guaranteed by JEI. The stock acquisition has been characterized as a termination of a contract because the primary asset owned by the Circuit was a Management Agreement with Colonial. Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities; prescribes expensing of the costs associated with the

F-21

termination of a contract. As such, $10.4 million, including the $10 million purchase price and $0.4 million in legal and professional fees associated with this transaction, has been expensed in the current period. As part of the transaction, Colonial paid off an existing promissory note to MJC in the amount of $73, plus accrued interest. Colonial must also pay the Circuit's prorated 2005 management fees of $1,787. As of December 31, 2005 $178 of these fees were still owed to MJC. Also under the purchase agreement, a Maryland-Virginia thoroughbred racing circuit will continue for ten years with live thoroughbred racing in Maryland concluding on the later of the Monday following the running of the Belmont Stakes Race or June 17 of each year and beginning at Colonial Downs thereafter. No live thoroughbred racing will resume in Maryland before August 1 each year under the agreement.

14.   HURRICANE

        On August 29, 2005 and September 20, 2005, hurricanes Katrina and Rita struck Louisiana causing severe damage to the region. The Company's Louisiana operations sustained minimal damage. The Company estimates total damages after consideration of insurance company deductibles to be approximately $125.

15.   SEGMENT INFORMATION

        At December 31, 2005, 2004, and 2003, the Company has four segments representing the geographic regions of their operations. Each segment is managed separately because of the unique characteristics of revenue stream and customer base.

        The Colorado segment consists of The Lodge and Gilpin casinos. We have aggregated the operations of The Lodge and the Gilpin in our Colorado segment based on similarities in the nature of the properties' businesses, customers and regulatory environment in which each property operates. The Nevada segment consists of the Gold Dust West casino. The Virginia segment consists of Colonial's pari-mutuel operations and the Louisiana operations consist of Jalou's truck plaza/video poker facilities.

F-22

        The accounting policies of the segments are the same as those described in Note 1. The corporate operations represent all other revenues and expenses, and are also presented. The following segment information is presented after elimination of inter-segment transactions.

				Year Ended December 31, 2005
				Colorado			Nevada			Virginia			Louisiana			Total
				(Dollars in Thousands)
Total revenues:
	Gaming:
		Casino		$	93,088		$	22,519		$			$			$	115,607
		Truck stop												37,432			37,432
		Pari-mutuel									35,988						35,988
	Food and beverage				10,177			3,459			2,560			3,578			19,774
	Convenience store—fuel													37,361			37,361
	Convenience store—other													5,441			5,441
	Hotel				1,662			320									1,982
	Other				742			141			2,420			370			3,673
			Total revenues		105,669			26,439			40,968			84,182			257,258
Promotional allowances					(17,255	)		(4,108	)					(1,812	)		(23,175	)
Net revenues				$	88,414		$	22,331		$	40,968		$	82,370		$	234,083
Depreciation and amortization				$	5,017		$	1,691		$	1,685		$	2,387		$	10,780
Corporate adjustments and eliminations																	225
Consolidated depreciation and amortization																$	11,005
Interest income				$	44		$	15		$	86		$	20		$	165
Corporate adjustments and eliminations																	7
Consolidated total interest income																$	172
Interest expense				$	10,934		$	3,141		$	322		$	2,794		$	17,191
Corporate adjustments and eliminations																	5,213
Consolidated total interest expense																$	22,404
Income tax expense				$	—		$	—		$	—		$	—		$	423
Net income (loss)				$	9,844		$	1,286		$	(12,947	)	$	10,572		$	8,755
Corporate adjustments and eliminations																	(13,500	)
Consolidated net income (loss)																$	(4,745	)
EBITDA(1)				$	25,751		$	6,103		$	(11,026	)	$	15,733		$	36,561
Corporate adjustments and eliminations																	(7,646	)
Consolidated EBITDA																$	28,915
Goodwill				$	6,710		$	8,836		$	—		$	17,384		$	32,930
Identifiable intangible assets—net				$	—		$	—		$	—		$	7,830		$	7,830
Property, plant, and equipment—net				$	87,173		$	11,158		$	68,640		$	29,832		$	196,803
Corporate adjustments and eliminations																	2,036
Consolidated net property, plant, and equipment—net																$	198,839
Total assets				$	110,211		$	23,711		$	73,453		$	65,334		$	272,709
Corporate adjustments and eliminations																	6,044
Consolidated total assets																$	278,753
Long-term debt				$	82,802		$	22,813		$	3,940		$	26,317		$	135,872
Corporate adjustments and eliminations																	44,035
Consolidated total long-term debt																$	179,907
Capital expenditures				$	5,844		$	1,212		$	2,316		$	8,665		$	18,037
Corporate adjustments and eliminations																	554
Consolidated capital expenditures																$	18,591

F-23

				Year Ended December 31, 2004
				Colorado			Nevada			Virginia			Louisiana			Total
				(Dollars in Thousands)
Total revenues:
	Gaming:
		Casino		$	86,115		$	22,232		$			$			$	108,347
		Truck stop												24,842			24,842
		Pari-mutuel									32,946						32,946
	Food and beverage				9,618			3,527			2,056			2,763			17,964
	Convenience store—fuel													21,690			21,690
	Convenience store—other													3,825			3,825
	Hotel				800			582									1,382
	Other				755			152			2,099			325			3,331
			Total revenues		97,288			26,493			37,101			53,445			214,327
Promotional allowances					(15,007	)		(4,028	)					(1,140	)		(20,175	)
Net revenues				$	82,281		$	22,465		$	37,101		$	52,305		$	194,152
Depreciation and amortization				$	4,838		$	1,436		$	1,544		$	1,962		$	9,780
Corporate adjustments and eliminations																	178
Consolidated depreciation and amortization																$	9,958
Interest income				$	13		$	3		$	29		$	3		$	48
Corporate adjustments and eliminations																	16
Consolidated total interest income																$	64
Interest expense				$	10,807		$	3,142		$	121		$	2,216		$	16,286
Corporate adjustments and eliminations																	3,419
Consolidated total interest expense																$	19,705
Net income				$	8,582		$	2,960		$	(35	)	$	5,279		$	16,786
Corporate adjustments and eliminations																	(12,895	)
Consolidated net income																$	3,891
EBITDA(1)				$	24,214		$	7,535		$	1,601		$	9,454		$	42,804
Corporate adjustments and eliminations																	(9,314	)
Consolidated EBITDA																$	33,490
Goodwill				$	6,711		$	8,836		$	—		$	11,226		$	26,773
Identifiable intangible assets—net				$	—		$	—		$	—		$	7,790		$	7,790
Property, plant, and equipment—net				$	87,391		$	11,594		$	59,690		$	23,578		$	182,253
Corporate adjustments and eliminations																	450
Consolidated net property, plant, and equipment—net																$	182,703
Total assets				$	111,277		$	24,577		$	63,538		$	49,741		$	249,133
Corporate adjustments and eliminations																	3,133
Consolidated total assets																$	252,266
Long-term debt				$	78,265		$	22,682		$	1,888		$	24,394		$	127,229
Corporate adjustments and eliminations																	24,681
Consolidated total long-term debt																$	151,910
Capital expenditures				$	5,585		$	1,619		$	5,665		$	6,182		$	19,051
Corporate adjustments and eliminations
Consolidated capital expenditures																$	19,051

F-24

				Year Ended December 31, 2003
				Colorado			Nevada			Virginia		Louisiana			Total
				(Dollars in Thousands)
Total revenues:
	Gaming:
		Casino		$	77,137		$	19,679		$		$			$	96,816
		Truck stop											24,108			24,108
		Pari-mutuel									29,189					29,189
	Food and beverage				8,646			3,446			1,951		2,340			16,383
	Convenience store—fuel												17,229			17,229
	Convenience store—other												3,403			3,403
	Hotel				792			578								1,370
	Other				722			131			1,863		287			3,003
			Total revenues		87,297			23,834			33,003		47,367			191,501
Promotional allowances					(14,820	)		(3,970	)				(862	)		(19,652	)
Net revenues				$	72,477		$	19,864		$	33,003	$	46,505		$	171,849
Depreciation and amortization				$	4,759		$	1,241		$	1,285	$	1,650		$	8,935
Corporate adjustments and eliminations																136
Consolidated depreciation and amortization															$	9,071
Interest income				$	3		$	—		$	44	$	14		$	61
Corporate adjustments and eliminations																1
Consolidated total interest income															$	62
Other income															$	10
Interest expense				$	10,774		$	3,123		$	264	$	1,986		$	16,147
Corporate adjustments and eliminations																3,498
Consolidated total interest expense															$	19,645
Net income				$	3,178		$	1,378		$	278	$	6,676		$	11,510
Corporate adjustments and eliminations																(8,879	)
Consolidated net income															$	2,631
EBITDA(1)				$	18,708		$	5,742		$	1,783	$	10,298		$	36,531
Corporate adjustments and eliminations																(5,256	)
Consolidated EBITDA															$	31,275
Goodwill				$	6,711		$	8,836		$	—	$	11,226		$	26,773
Identifiable intangible assets—net				$	—		$	—		$	—	$	7,507		$	7,507
Property, plant, and equipment—net				$	86,770		$	11,579		$	55,569	$	18,713		$	172,631
Corporate adjustments and eliminations																576
Consolidated net property, plant, and equipment—net															$	173,207
Total assets				$	108,775		$	24,071		$	59,363	$	42,897		$	235,106
Corporate adjustments and eliminations																3,878
Consolidated total assets															$	238,984
Long-term debt				$	78,302		$	22,549		$	471	$	19,489		$	120,811
Corporate adjustments and eliminations																24,539
Consolidated total long-term debt																145,350
Capital expenditures				$	8,226		$	1,080		$	2,804	$	3,729		$	15,839
Corporate adjustments and eliminations																440
Consolidated capital expenditures															$	16,279

(1)

EBITDA (earnings before interest, taxes, depreciation and amortization) is presented as supplemental information in the tables above and in the discussion of our operating results. EBITDA can be reconciled directly to our consolidated net

F-25

income by adding the amounts shown for depreciation, amortization, and interest. This information should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States of America, such as net (loss) income, nor should it be considered as an indicator of our overall financial performance. Our calculation of EBITDA may be different from the calculation used by other companies and comparability may be limited. Management believes that presentation of a non-GAAP financial measure such as EBITDA is useful because it allows investors and management to evaluate and compare the Company's operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Management internally evaluates the performance of its properties using EBITDA measures as do most analysts following the gaming industry. EBITDA is also a component of certain financial covenants in the Company's debt agreements.

******

F-26

JACOBS ENTERTAINMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2006 and December 31, 2005

(Dollars in Thousands)

			March 31, 2006			December 31, 2005
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	18,130		$	21,804
	Restricted cash			2,858			1,619
	Accounts receivable, net			3,267			2,728
	Inventories			2,020			1,843
	Prepaid expenses and other current assets			2,728			2,084
		Total current assets		29,003			30,078
PROPERTY, PLANT AND EQUIPMENT:
	Land and improvements			53,820			53,583
	Building and improvements			139,069			136,378
	Equipment, furniture and fixtures			47,273			44,920
	Leasehold improvements			2,364			2,364
	Construction in progress			2,490			4,483
				245,016			241,728
Less accumulated depreciation and amortization				(45,236	)		(42,889	)
PROPERTY, PLANT AND EQUIPMENT—NET				199,780			198,839
OTHER ASSETS:
	Goodwill			32,974			32,930
	Identifiable intangible assets, net			7,675			7,830
	Debt issue costs, net			6,373			6,702
	Other assets			2,336			2,374
TOTAL			$	278,141		$	278,753
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$	15,550		$	15,292
	Gaming taxes payable			2,519			3,130
	Interest payable			3,373			8,181
	Due to affiliate			386			386
	Current portion of long-term debt and capital lease obligations			3,588			3,583
	Total current liabilities			25,416			30,572
Long-term debt and capital lease obligations				159,861			160,418
Long-term debt—related parties				19,489			19,489
	Total long-term debt			179,350			179,907
OTHER				492			472
	Total liabilities			205,258			210,951
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY:
	Common stock, $.01 par value—1,500 shares authorized; 1,500 shares issued and outstanding as of December 31, 2004
	Class A Common stock $.01 par value; 1,800 shares authorized, 1,320 issued and outstanding as of December 31, 2005 and March 31, 2006
	Class B Common stock $.01 par value; 200 shares authorized, 180 issued and outstanding as of December 31, 2005 and March 31, 2006
	Additional paid-in capital			51,755			51,755
	Retained earnings			21,128			16,047
	Total stockholders' equity			72,883			67,802
TOTAL			$	278,141		$	278,753

See notes to unaudited condensed consolidated financial statements.

F-27

JACOBS ENTERTAINMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2006 and 2005

(Dollars in Thousands)

			Three Months Ended March 31,
			2006			2005
REVENUES:
	Gaming:
		Casino	$	29,443		$	27,463
		Truck stop		14,390			7,527
		Pari-mutuel		9,064			7,908
	Food and beverage			5,343			4,505
	Convenience store—fuel			13,738			6,936
	Convenience store—other			2,196			1,099
	Hotel			511			416
	Other			662			670
		Total revenues		75,347			56,524
		Promotional allowances		(6,265	)		(5,462	)
		Net revenues	$	69,082		$	51,062
COSTS AND EXPENSES:
Gaming:
	Casino			10,530			9,766
		Truck stop		7,348			4,009
		Pari-mutuel		7,270			7,063
	Food and beverage			2,667			2,377
	Convenience store—fuel			12,952			6,538
	Convenience store—other			2,731			1,421
	Hotel			75			110
	Marketing, general and administrative			11,582			10,897
	Depreciation and amortization			2,992			2,544
		Total costs and expenses		58,147			44,725
OPERATING INCOME				10,935			6,337
	Interest income			37			24
	Interest expense			(5,891	)		(5,263	)
NET INCOME			$	5,081		$	1,098

See notes to unaudited condensed consolidated financial statements.

F-28

JACOBS ENTERTAINMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Year Ended December 31, 2005 and for the Three Months Ended March 31, 2006

(Dollars in Thousands)

		Common Stock
		Shares		Class A Shares	Class B Shares	Amount*		Additional Paid-in Capital		Retained Earnings			Total
BALANCES, JANUARY 1, 2005		1,500				$		$	31,312	$	43,292		$	74,604
	Capital contribution								20,443					20,443
	Distributions										(22,500	)		(22,500	)
	Common stock exchange	(1,500	)	1,320	180
	Net loss										(4,745	)		(4,745	)
BALANCES, DECEMBER 31, 2005		—		1,320	180	$	—	$	51,755	$	16,047		$	67,802
	Net income										5,081			5,081
BALANCES, MARCH 31, 2006		—		1,320	180	$	—	$	51,755	$	21,128		$	72,883

*

The par value amount of Jacobs Entertainment, Inc. common stock outstanding for the periods presented is less than $500 and is therefore presented as $0 due to rounding.

See notes to unaudited condensed consolidated financial statements.

F-29

JACOBS ENTERTAINMENT, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2006 and 2005

(Dollars in Thousands)

				Three Months Ended March 31,
				2006			2005
OPERATING ACTIVITIES:
	Net income			$	5,081		$	1,098
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			2,992			2,544
		Loss (gain) on sale of assets			117			(24	)
		Deferred financing cost amortization			549			401
		Bond issue discount amortization			175			175
		Bond issue premium amortization			(147	)		(49	)
	Changes in operating assets and liabilities:
		Accounts receivable, net			(539	)		196
		Inventories			(177	)		(100	)
		Prepaid expenses and other assets			(606	)		(532	)
		Accounts payable and accrued expenses			349			2,874
		Gaming taxes payable			(611	)		(151	)
		Interest payable			(4,808	)		(2,432	)
		Due to affiliate						(1,754	)
			Net cash provided by operating activities		2,375			2,246
INVESTING ACTIVITIES:
	Additions to property, plant, and equipment				(4,023	)		(5,574	)
	Proceeds from sale of equipment				13			82
	Purchase of device rights							(288	)
	Changes in restricted cash				(1,239	)		(1,534	)
		Net cash used in investing activities			(5,249	)		(7,314	)
FINANCING ACTIVITIES
	Net proceeds from bond issuance							25,300
	Payments to obtain financing				(220	)		(2,858	)
	Proceeds from long term debt				30			1,230
	Proceeds from revolving line of credit				7,890			1,750
	Capital contributions from stockholders							1,752
	Payments on long term debt				(20	)		(83	)
	Payments on revolving line of credit				(8,480	)		(1,750	)
	Distributions to stockholders							(22,500	)
		Net cash (used) in provided by financing activities			(800	)		2,841
NET DECREASE IN CASH AND CASH EQUIVALENTS					(3,674	)		(2,227	)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD					21,804			21,497
CASH AND CASH EQUIVALENTS, END OF PERIOD				$	18,130		$	19,270
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid for interest, net of amounts capitalized of $4 for the three month period ended March 31, 2005			$	10,004		$	8,457
	Non-cash investing and financing activities:
		Capital contribution exchanged for retirement of note paid by affiliate		$	—		$	6,330
		Acquisition of property for payables incurred		$	684		$	277

See notes to unaudited condensed consolidated financial statements.

F-30

JACOBS ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Dollars in Thousands)

1.     BUSINESS AND ORGANIZATION

        Jacobs Entertainment, Inc. ("JEI", the "Company", "us", "our", or "we") was formed on April 17, 2001, as a Subchapter S Corporation under the Internal Revenue Code of 1986, as amended, to become a geographically diversified gaming and pari-mutuel wagering company with properties in Colorado, Nevada, Louisiana, and Virginia. The Company's sole stockholders, who each own beneficially 50% of each class of JEI's common stock, are Jeffrey P. Jacobs and Richard E. Jacobs and certain of their family trusts (collectively, "Jacobs"). As of March 31, 2006, we own and operate three casinos through Black Hawk Gaming & Development Company, Inc. ("BHWK" or "Black Hawk"), a wholly owned subsidiary. Our casinos include The Lodge Casino at Black Hawk ("The Lodge") and the Gilpin Hotel Casino ("Gilpin"), both in Colorado, and the Gold Dust West Casino ("Gold Dust" or "Gold Dust West") in Nevada. JEI also owns and operates eleven truck plaza video gaming facilities in Louisiana through two wholly owned subsidiaries—Jalou LLC and Jalou II which are collectively referred to as "Jalou", "truck stops" or "truck plazas". We also receive a percentage of gaming revenue from an additional truck plaza video gaming facility. Finally, JEI owns and operates a horse racing track with nine satellite wagering facilities in Virginia through a wholly owned subsidiary, Colonial Holdings, Inc. ("Colonial").

        On March 2, 2005, we acquired three truck plaza video gaming facilities in Louisiana previously owned by Jacobs. The purchase of the three truck plaza video gaming facilities was accounted for as a combination of entities under common control, which is similar to the pooling of interests method of accounting for business combinations. Accordingly, the accompanying condensed consolidated financial statements have been retroactively adjusted to include the operations of the acquired truck plazas from January 1, 2005 through March 31, 2005. See Note 7 below.

        On March 16, 2005, we received a license to own and operate a seventh satellite wagering facility in Martinsville, Virginia. This facility was opened on August 15, 2005. On April 27, 2005, we received a license to own and operate an eighth satellite wagering facility and second location in Chesapeake, Virginia. We opened this facility on October 12, 2005. On May 25, 2005, we received a license to own and operate a ninth satellite wagering facility in Scott County, Virginia. We opened this facility on January 18, 2006.

        On December 16, 2005, we acquired from an unaffiliated party Fuel Stop 36 in Lake Charles, Louisiana for $6.1 million. On December 20, 2005, we acquired from an unaffiliated party the assets of Larose Truck Plaza in Lockport, Louisiana for $6.2 million. The purchases of these two truck plaza video gaming facilities were recorded using the purchase method of accounting. See Note 7 below.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Condensed Consolidated Financial Statements—In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair presentation of the financial position of the Company as of March 31, 2006 and December 31, 2005 and the results of its operations and cash flows for the three month periods ended March 31, 2006 and 2005. All significant inter-company transactions and balances have been eliminated in consolidation.

        The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in this prospectus for the year ended December 31, 2005. Our significant accounting policies are discussed in detail in Note 2

F-31

to those financial statements. The results of interim periods are not necessarily indicative of the results to be expected for the year ending December 31, 2006.

Reclassifications—In the accompanying Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2005, we have changed the classification of changes in restricted cash balances to present such activity as an investing activity. We previously presented such changes as an operating activity. The reclassification resulted in a $1.53 million decrease to investing cash flows and a corresponding increase to operating cash flows from the amounts previously reported. Certain other amounts have been reclassified within the 2005 financial statements to conform to the presentation used in 2006.

3.     IDENTIFIABLE INTANGIBLE ASSETS

		As of March 31, 2006						As of December 31, 2005
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
		(Dollars in Thousands)
Amortizable intangible assets:
	Revenue rights	$	6,000	$	510	$	5,490	$	6,000	$	480	$	5,520
	Device use rights		4,324		2,231		2,093		4,232		2,018		2,214
	Other		100		8		92		100		4		96
Total		$	10,424	$	2,749	$	7,675	$	10,332	$	2,502	$	7,830

		Three months ended March 31, 2006		Three months ended March 31, 2005
		(Dollars in Thousands)
Aggregate amortization expense		$	247	$	178
Estimated amortization expense for the years ended December 31:
	2006 (nine months ended December 31, 2006)	$	755
	2007		607
	2008		564
	2009		518
	2010		311
	Thereafter		4,920
Total		$	7,675

4.     SEGMENTS

        At March 31, 2006 and 2005, the Company had four segments representing the geographic regions of its operations. Each segment is managed separately because of the unique characteristics of its revenue stream and customer base.

        The Colorado segment consists of The Lodge and Gilpin casinos. We have aggregated the operations of The Lodge and the Gilpin in our Colorado segment based on similarities in the nature of the properties' businesses, customers and regulatory environment in which each property operates. The Nevada segment consists of the Gold Dust West casino. The Virginia segment consists of Colonial's pari-mutuel operations; including its off-track betting facilities, and the Louisiana operations consist of Jalou's truck plaza/video poker facilities. The accounting policies of the segments are the same as those described in Note 2. The corporate operations represent all other revenues and expenses, and are also presented. The following segment information is presented after elimination of inter-segment transactions.

F-32

As of and for the Three Months Ended March 31, 2006
(Dollars in Thousands)

			Colorado			Nevada			Virginia			Louisiana			Total
Revenues
	Gaming
		Casino	$	23,571		$	5,872		$			$			$	29,443
		Truck stop											14,390			14,390
		Pari-mutuel								9,064						9,064
	Food and beverage			2,601			809			527			1,406			5,343
	Convenience store—fuel												13,738			13,738
	Convenience store—other												2,196			2,196
	Hotel			444			67									511
	Other			170			26			313			153			662
		Total revenues		26,786			6,774			9,904			31,883			75,347
		Promotional allowance		(4,523	)		(1,087	)					(655	)		(6,265	)
		Net revenues	$	22,263		$	5,687		$	9,904		$	31,228		$	69,082
Depreciation and amortization			$	1,339		$	382		$	512		$	669			2,902
	Corporate adjustments and eliminations															90
		Consolidated depreciation and amortization													$	2,992
Interest Income			$	9		$	8		$	5		$	13			35
	Corporate adjustments and eliminations															2
		Consolidated interest income													$	37
Interest expense			$	2,800		$	794		$	152		$	691			4,437
	Corporate adjustments and eliminations															1,454
	Consolidated interest expense														$	5,891
Net income (loss)			$	2,584		$	820		$	(311	)	$	4,969			8,062
	Corporate adjustments and eliminations															(2,981	)
Consolidated net income															$	5,081
EBITDA(1)			$	6,714		$	1,988		$	348		$	6,316			15,366
	Corporate adjustments and eliminations															(1,439	)
Consolidated EBITDA															$	13,927
Goodwill			$	6,710		$	8,836		$	—		$	17,428		$	32,974
Identifiable intangible assets			$	—		$	—		$	—		$	7,675		$	7,675
Property, plant and equipment, net			$	89,190		$	9,624		$	69,029		$	29,841			197,684
	Corporate adjustments and eliminations															2,096
Consolidated property, plant and equipment, net															$	199,780
Total assets			$	108,594		$	23,163		$	75,282		$	65,120			272,159
	Corporate adjustments and eliminations															5,982
		Consolidated total assets													$	278,141
Long-term debt			$	82,318		$	22,845		$	3,915		$	26,277			135,355
	Corporate adjustments and eliminations															43,995
		Consolidated total long-term debt													$	179,350
Capital expenditures			$	1,981		$	367		$	826		$	591			3,765
	Corporate adjustments and eliminations															258
		Consolidated total capital expenditures													$	4,023

F-33

For the Three Months Ended March 31, 2005
(Balance Sheet data as of December 31, 2005)
(Dollars in Thousands)

			Colorado			Nevada			Virginia			Louisiana			Total
Revenues
	Gaming
		Casino	$	22,320		$	5,143		$			$			$	27,463
		Truck stop											7,527			7,527
		Pari-mutuel								7,908						7,908
	Food and beverage			2,349			889			445			822			4,505
	Convenience store—fuel												6,936			6,936
	Convenience store—other												1,099			1,099
	Hotel			345			71									416
	Other			173			37			374			86			670
		Total revenues		25,187			6,140			8,727			16,470			56,524
		Promotional allowance		(3,919	)		(1,137	)		—			(406	)		(5,462	)
		Net revenues	$	21,268		$	5,003		$	8,727		$	16,064		$	51,062
Depreciation and amortization			$	1,165		$	403		$	380		$	553			2,501
	Corporate adjustments and eliminations															43
		Consolidated depreciation and amortization													$	2,544
Interest Income			$	13		$	1		$	6		$	2			22
	Corporate adjustments and eliminations															2
		Consolidated interest income													$	24
Interest expense			$	2,701		$	784		$	55		$	697			4,237
	Corporate adjustments and eliminations															1,026
		Consolidated interest expense													$	5,263
Net income (loss)			$	2,656		$	207		$	(485	)	$	1,690			4,068
	Corporate adjustments and eliminations															(2,970	)
Consolidated net income															$	1,098
EBITDA(1)			$	6,509		$	1,393		$	(56	)	$	2,938			10,784
	Corporate adjustments and eliminations															(1,903	)
Consolidated EBITDA															$	8,881
Goodwill			$	6,710		$	8,836		$	—		$	17,384		$	32,930
Identifiable intangible assets			$	—		$	—		$	—		$	7,830		$	7,830
Property, plant and equipment, net			$	87,173		$	11,158		$	68,640		$	29,832			196,803
	Corporate adjustments and eliminations															2,036
Consolidated property, plant and equipment, net															$	198,839
Total assets			$	110,211		$	23,711		$	73,453		$	65,334			272,709
	Corporate adjustments and eliminations															6,044
		Consolidated total assets													$	278,753
Long-term debt			$	82,802		$	22,813		$	3,940		$	26,317			135,872
	Corporate adjustments and eliminations															44,035
		Consolidated total long-term debt													$	179,907
Capital expenditures			$	3,665		$	689		$	278		$	793			5,425
	Corporate adjustments and eliminations															149
		Consolidated total capital expenditures													$	5,574

F-34

(1)

EBITDA (earnings before interest, income taxes, depreciation and amortization) is presented as supplemental information in the tables above and in the discussion of our operating results. EBITDA can be reconciled directly to our condensed consolidated net income by adding the amounts shown for depreciation, amortization, income taxes and interest to net income. This information should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States of America, such as net income, nor should it be considered as an indicator of our overall financial performance. Our calculation of EBITDA may be different from the calculation used by other companies and comparability may be limited. Management believes that presentation of a non-GAAP financial measure such as EBITDA is useful because it allows investors and management to evaluate and compare our operating results from continuing operations from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Management internally evaluates the performance of our properties using EBITDA measures as do most analysts following the gaming industry. EBITDA is also a key component of certain financial covenants in our debt agreements.

5.     COMMITMENTS AND CONTINGENCIES

        In 1996, Colonial entered into a Management and Consulting Agreement, as amended (the "Management Agreement"), with Maryland- Virginia Racing Circuit, Inc. (the "Circuit"), a wholly-owned subsidiary of Magna Entertainment Corp. ("MEC"), which is an affiliate of the Maryland Jockey Club ("MJC"). The Management Agreement provided for management services for Colonial's racetrack and its satellite facilities and created a Virginia-Maryland thoroughbred racing circuit. Under the Management Agreement, MJC agreed to suspend live racing at its racetracks, Laurel Park and Pimlico Race Course, during Colonial's live thoroughbred meets. Parties to the Management Agreement also exchanged simulcast signals for their live thoroughbred meets at no cost to either party. The effect of the exchange of signals is immaterial to the consolidated financial statements of JEI. The Circuit managed Colonial's satellite facilities, as well as the live standardbred and thoroughbred meets and provided certain personnel, at its expense, for the live thoroughbred meet. For its services, the Circuit received a management fee of 1.0% of the first $75 million of the aggregate gross amounts wagered in any calendar year in the Commonwealth of Virginia, excluding certain amounts specified in the Management Agreement ("Handle"), 2.0% of all Handle of $75 million to $125 million per calendar year, 1.5% of all Handle in excess of $125 million, and 3.25% of any Handle for satellite wagering facilities located in the counties of Loudoun, Fairfax, Prince William, and Arlington and the Virginia cities of Manassas, Manassas Park, Fairfax City, Falls Church, and Alexandria. The Management Agreement was to remain in effect until 2036 provided Colonial owned, controlled, or operated its racetrack under its existing licenses. At Colonial's option, Colonial could terminate the Management Agreement any time after 2021 upon payment of a fee equal to 17 times the average management fee paid during the three years immediately preceding such termination. Management fees incurred under the Management Agreement were approximately $0 and $509 during the three month periods ended March 31, 2006 and 2005, respectively.

        On September 30, 2005, Colonial acquired all of the outstanding shares of the Circuit. See Note 8 for discussion of this transaction.

        Colonial has entered into an agreement with a totalisator company which provides wagering services and designs, programs, and manufactures totalisator systems for the Company's pari-mutuel wagering applications. The basic terms of the agreement state that the totalisator company shall provide totalisator services to Colonial for all wagering held at Colonial's facilities through 2004 at a rate of .365% of the gross amounts wagered. On March 16, 2005, Colonial entered into an amendment with the totalisator company to extend the term of the agreement to 2012, to provide replacement equipment for existing equipment, and to increase the rate to .385% of handle up to $270,000 in handle. Handle above $270,000 will be charged a rate of .345%. The amendment also provides for minimum charge per calendar year of $330. Totalisator fees incurred under this agreement was approximately $179 and $149 for the three month periods ended March 31, 2006 and 2005, respectively.

        Colonial has entered into agreements with a company which provides broadcasting and simulcasting equipment and services. The agreements for live racing services at the horse racing track,

F-35

and equipment leases at two of the satellite wagering facilities were extended during 2002 until December 31, 2007. Effective November 6, 2002, Colonial acquired certain equipment located at the horse racing track previously leased under these agreements. Total expense incurred for totalisator and broadcasting and simulcasting equipment was approximately $222 and $187 for the three month periods ended March 31, 2006 and 2005, respectively.

        Colonial leases automobiles, building space, and certain equipment under operating leases expiring at various dates. Total rental expense under these non-cancelable leases was approximately $119 and $102 for the three month periods ended March 31, 2006 and 2005, respectively.

        Black Hawk leases land and warehouse space for the Gold Dust in Reno, Nevada as well as automobiles, and other property and equipment under operating leases expiring at various dates. Total rental expense under these non-cancelable leases was approximately $97 and $91 for the three month periods ended March 31, 2006 and 2005 respectively.

        The Company is involved in routine litigation arising in the ordinary course of business. These matters are believed by the Company to be covered by appropriate insurance policies.

6.     RELATED PARTY TRANSACTIONS

        In order to assist Black Hawk in its efforts to research, develop, perform due diligence on and possibly acquire new gaming opportunities, Black Hawk entered into an agreement with Premier One Development Company effective October 1, 1997. On May 9, 2000, Premier merged into Jacobs Investments Management Co. Inc. ("Management"), 82% of which is owned by Jeffrey P. Jacobs and the remaining 18% of which is owned in equal portions by two former directors of Colonial Holdings. The agreement was renewed on January 2, 2003 for a period of nine years, at $450 per year, payable on January 15 of each year. Black Hawk paid $450 in January 2006 and 2005 for each respective year's services by Management.

        The Company provides monthly management and accounting services to truck stops owned by an affiliate. In addition, the affiliates purchase repair parts from the Company. Total charges to affiliates for management services and repair part purchases totaled $199, and $141 for the three months ended March 31, 2006 and 2005, respectively. Accounts receivables due from affiliate totaled $317 and $286 as of March 31, 2006 and December 31, 2005, respectively.

        As part of the acquisition agreement for the Breaux Bridge, Eunice, and Jefferson locations (see Note 7), the affiliated party seller provided development capital to the Company. Amounts payable to this affiliated party totaled $386 as of March 31, 2006 and December 31, 2005.

        JEI is the obligor on notes to Jacobs totaling $9,000, with interest only payable semi-annually at 12% per annum, and the principal amount due and payable on January 31, 2010. These notes were issued in connection with the acquisition of certain Louisiana truck plazas on February 22, 2002. JEI is also the obligor on $10,489 of notes issued to the seller in connection with the acquisition of additional truck plazas from an unaffiliated party. These notes were acquired from the seller by Jacobs on February 13, 2003, for $7,000. Interest payable to related parties was $222 and $723 as of March 31, 2006 and December 31, 2005, respectively.

7.     SALE OF DEBT AND RECENT ACQUISITION ACTIVITY

        On March 2, 2005, we completed the issuance of $23,000 of additional notes subject to the same terms and conditions as our existing senior secured notes which carry a coupon of 11⁷/8% due 2009, with interest payable each February 1, and August 1. The notes were issued at 10% above their principal amount resulting in a premium of $2,300, which is being amortized using the effective interest method over the remaining life of the notes. We used $22,500 of the proceeds from the sale of the notes to fund the acquisition of a 100% interest in three truck plaza video gaming facilities in

F-36

Louisiana known as Breaux Bridge, Eunice and Jefferson Parish, all of which were owned by an affiliate of Jacobs. The balance of the proceeds was used to pay for the offering costs of the additional notes. Due to the related party nature of the transaction (and under the terms of our indenture) we obtained a fairness opinion from an investment banking firm that the acquisition of the three video poker truck plazas was fair from a financial point of view.

        The acquisition of the three truck plaza facilities was accounted for as a combination of entities under common control, and as such is reflected for accounting and financial reporting purposes similar to a pooling of interests. Therefore, the acquisitions have been recorded at the related party's historical cash cost in the assets transferred. Accordingly, the accompanying consolidated financial statements have been retroactively restated from January 1, 2005 through March 31, 2005 to include the operations of the acquired truck plazas. See Note 1 above.

        A distribution of $22,500 was recorded on the acquisition date as the assets of the entities acquired have been retroactively accounted for in JEI's financial statements. Therefore a net distribution of $12,380 (the $22,500 distribution reduced by the $10,121 of net assets acquired) results from the transaction.

        The following table summarizes the net assets acquired and liabilities assumed as of March 2, 2005, for the transaction occurring on that date.

	Breaux Bridge		Eunice		Jefferson		Total
	(Dollars in Thousands)
Current assets	$	402	$	285	$	309	$	996
Property and equipment—net		3,089		2,461				5,550
Construction in progress						2,545		2,545
Other assets		14		20		331		365
Identifiable intangible assets		463		329		390		1,182
Total assets acquired		3,968		3,095		3,575		10,638
Current liabilities		217		184		22		423
Long term liabilities						94		94
Total liabilities assumed		217		184		116		517
Net assets acquired	$	3,751	$	2,911	$	3,459	$	10,121

        On September 12, 2005, we entered into an agreement with Dakota/Blackhawk, LLC, an unaffiliated Colorado limited liability company ("Dakota"), granting us the option to purchase 2.2 acres of undeveloped land (approximately one acre of which is located within the Black Hawk Gaming District) directly across the street from The Lodge.

        Under the terms of the option agreement, we have the exclusive right to purchase the property for $13,000. The option has an initial term of one year, with a right in our favor to extend the option for an additional one year period upon the payment of a nonrefundable extension fee of $500. The option agreement provides for an initial option fee of $500. Fifty percent of the initial option fee and fifty percent of the extension fee are to be applied to the purchase price if the property is purchased.

        If the real estate purchase contract is closed, the purchase price must be paid as follows: (i) 50% of the purchase price minus the option fee credit, in cash or immediately available funds at closing; and (ii) our four year promissory note in the amount of 50% of the purchase price.

        On November 2, 2005, we entered into a definitive Asset Purchase Agreement through a newly formed wholly owned subsidiary, Jacobs Piñon Plaza Entertainment, Inc. with Capital City Entertainment, Inc. ("CCI"), a non affiliated party, under which we agreed to acquire all of the assets

F-37

of the Best Western Piñon Plaza Resort ("Piñon Plaza"), a division of CCI. The assets to be purchased include all of the personal property, buildings and improvements used by Piñon Plaza in the operation of its casino, hotel, bowling alley and RV park in Carson City, Nevada. The purchase price for the assets is $14,500. Upon entering into the agreement, we deposited $500 into escrow which will be allocable to the purchase price. Under the agreement, the Company has until June 30, 2006 to close the transaction. If the transaction is not closed by June 30, 2006, the Company may extend the closing deadline to September 30, 2006 for a non-refundable $250 payment to the seller which is not applicable to the purchase price. If the transaction is not closed by September 30, 2006, the $500 deposit will be forfeited and paid to the seller. No further recourse will be available to the seller.

        Contemporaneously, we entered into a triple net ground lease covering land underlying the assets which will begin upon closing of the Asset Purchase Agreement discussed above. The lessor is a family trust affiliated with CCI. The lease has a ten year term with two ten year extensions at the option of JEI. Rentals under the lease are $250 per year for years one through five, $300 per year for years six through ten, and a rate based on an appraisal performed by a Member of the Appraisal Institute ("MAI") of the property during the first and second extension terms.

        JEI has the right to purchase the leased land at an MAI appraised value at the end of the first ten year term. It also has a right of first refusal should the lessor seek to sell the leased land to a third party. Consummation of the Asset Purchase Agreement and entry into the land lease are subject to several customary conditions, particularly including approval of the Nevada State Gaming Control Board and the Nevada Gaming Commission. Nevada gaming approvals could take several months.

        On December 16, 2005, we acquired from an unaffiliated party Fuel Stop 36 in Lake Charles, Louisiana for $6.1 million and on December 20, 2005, we acquired from an unaffiliated party Larose Truck Plaza in Lockport, Louisiana for $6.2 million. The following table summarizes the assets acquired and the liabilities assumed and recorded as of the acquisition dates.

	Fuel Stop 36		Larose		Total
	(Dollars in Thousands)
Current assets	$	176	$	122	$	298
Property and equipment—net		2,748		2,729		5,477
Goodwill		2,860		3,297		6,157
Identifiable intangible assets		278		71		349
Total assets acquired		6,062		6,219		12,281
Total liabilities assumed				16		16
Net assets acquired	$	6,062	$	6,203	$	12,265

        Goodwill resulting from the Larose and Fuel Stop 36 transactions is attributable to anticipated future cash flows associated with the acquired entities.

        Assuming the transactions had occurred as of January 1, 2005, combined unaudited pro forma revenue and net income would have been as follows.

	Three Months Ended March 31, 2005
	(Dollars in Thousands)
Net revenues	$	55,483
Costs and expenses		53,880
Net income	$	1,603

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8.     TERMINATION OF CONTRACT

        On September 30, 2005, Colonial completed a transaction with MEC under which Colonial acquired all of the outstanding shares of the Circuit for a purchase price of $10 million. The sale was subject to the approval of the Virginia Racing Commission which was granted on September 28, 2005. Under the terms of the purchase agreement, Colonial paid $7 million in cash at closing of the transaction and issued a one-year $3 million note bearing interest at the prime rate plus 1% (8.75% at March 31, 2006). The note is guaranteed by JEI. The stock acquisition has been characterized as a termination of a contract because the primary asset owned by the Circuit was a Management Agreement with Colonial. Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities prescribes expensing of the costs associated with the termination of a contract. As such, $10.4 million, which is the $10 million purchase price plus $0.4 million in legal and professional fees associated with this transaction, had been expensed in 2005. As part of the transaction, Colonial paid off an existing promissory note to MJC in the amount of $73, plus accrued interest. Colonial was required to pay the Circuit's prorated 2005 management fees currently of $1,787. As of March 31, 2006, all 2005 fees have been paid. Also under the purchase agreement, a Maryland-Virginia thoroughbred racing circuit will continue for ten years with live thoroughbred racing in Maryland concluding on the latter of the Monday following the running of the Belmont Stakes Race or June 17 of each year and beginning at Colonial Downs thereafter. No live thoroughbred racing will resume in Maryland before August 1 each year under the agreement.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law (the "DGCL") makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of the registrant under certain circumstances for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

        Jacobs Entertainment, Inc.'s Amended Certificate of Incorporation (the "Certificate") provides that to the fullest extent permitted by Delaware law or another applicable law, a director of Jacobs Entertainment shall not be liable to Jacobs Entertainment or its stockholders for monetary damages for breach of fiduciary duty as a director. Under current Delaware law, liability of a director may not be limited (i) for any breach of the director's duty of loyalty to Jacobs Entertainment or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases and (iv) for any transaction from which the director derives an improper personal benefit. The effect of the provision of the Certificate is to eliminate the rights of Jacobs Entertainment and its stockholders (through stockholders' derivative suits on behalf of Jacobs Entertainment) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. This provision does not limit or eliminate the rights of Jacobs Entertainment or any stockholder to seek nonmonetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, Jacobs Entertainment Bylaws (the "Bylaws") provide that Jacobs Entertainment shall indemnify its officers, directors, employees and Agents to the extent permitted by the General Corporation Law of Delaware.

        We have in force and effect policies insuring our directors and officers against losses which they or any of them will become legally obligated to pay by reason of any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the directors and officers in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers. Such coverage is limited by the specific terms and provisions of the insurance policies.

Item 21. Exhibits and Financial statement Schedules

(a)

Exhibits

Exhibit No.	Description
3.1(1)	Certificate of Incorporation of Gameco, Inc.
3.2(1)	By-Laws of Gameco, Inc.
3.3(1)	Articles of Incorporation of Black Hawk Gaming & Development Company, Inc.
3.4(1)	Bylaws of Black Hawk Gaming & Development Company, Inc.
3.5(1)	Articles of Incorporation of Gold Dust West Casino, Inc.
3.6(1)	Code of By-laws of Gold Dust West Casino, Inc.
3.7(1)	Articles of Organization of Black Hawk/Jacobs Entertainment, LLC.
3.8(1)	Operating Agreement of Black Hawk/Jacobs Entertainment, LLC.
3.9(1)	Joint Venture Agreement of Gilpin Hotel Venture.

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3.10(1)	Articles of Incorporation of Gilpin Ventures, Inc.
3.11(1)	By-Laws of Gilpin Ventures, Inc.
3.12(1)	Articles of Incorporation of Jalou II Inc.
3.13(1)	By-Laws of Jalou II Inc.
3.14(1)	Articles of Incorporation of Winner's Choice Casino, Inc.
3.15(1)	By-Laws of Winner's Choice Casino, Inc.
3.16(1)	Articles of Organization of Diversified Opportunities Group Ltd.
3.17(1)	Articles of Organization of Jalou L.L.C.
3.18(1)	Articles of Organization of Houma Truck Plaza & Casino, L.L.C.
3.19(1)	Articles of Organization of Jalou-Cash's L.L.C.
3.20(1)	Articles of Incorporation of JACE, Inc.
3.21(1)	Articles of Organization of Lucky Magnolia Truck Stop and Casino, L.L.C.
3.22(1)	Articles of Organization of Bayou Vista Truck Plaza and Casino, L.L.C.
3.23(1)	Articles of Organization of Raceland Truck Plaza and Casino, L.L.C.
3.24(1)	Articles of Incorporation of JACE, Inc. (duplicate of Exhibit 3.20).
3.25(2)	Certificate of Amendment of Certificate of Incorporation of Gameco, Inc.
3.26(2)	Amended and Restated Certificate of Limited Partnership of Colonial Downs, L.P.
3.27(2)	Limited Partnership Agreement of Colonial Downs, L.P.
3.28(2)	Amended and Restated Articles of Incorporation of Colonial Downs Holdings, Inc.
3.29(2)	Amendment to Articles of Incorporation of Colonial Downs Holdings, Inc.
3.30(2)	Bylaws of Colonial Downs Holdings, Inc.
3.31(2)	Articles of Incorporation of Stansley Racing Corp.
3.32(2)	Articles of Amendment to the Articles of Incorporation of Stansley Racing Corp.
3.33(2)	Bylaws of Stansley Racing Corp.
3.34(2)	Amended and Restated Operating Agreement of Diversified Opportunities Group Ltd.
3.35(2)	Amendment to the Operating Agreement of Black Hawk/Jacobs Entertainment, LLC.
3.36(2)	Amendment to the Certificate of Incorporation of Gameco, Inc.
3.37(4)	Articles of Organization of Jalou Breaux Bridge, LLC.
3.38(4)	Articles of Organization of Jalou Eunice, LLC.
3.39(4)	Articles of Organization of Jalou of Jefferson, LLC.
3.40(5)	Certificate of Amendment of Certificate of Incorporation of Jacobs Entertainment, Inc.
3.41(5)	Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc.
3.41A(5)	Bylaws of Jacobs Piñon Plaza Entertainment, Inc.

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3.42(5)	Articles of Incorporation of Fuel Stop 36, Inc.
3.43(5)	Articles of Organization of Jalou of Larose, LLC.
3.44(9)	Articles of Incorporation of Jacobs Elko Entertainment, Inc.
3.45(9)	Bylaws of Jacobs Elko Entertainment, Inc.
3.46(9)	Articles of Organization of Jacobs Dakota Works, LLC.
3.47(9)	Operating Agreement of Jacobs Dakota Works, LLC.
3.48(9)	Articles of Organization of Jalou Diamond L.L.C.
3.49(9)	Limited Liability Company Agreement of Jalou Diamond L.L.C.
3.50(9)	Articles of Organization of Jalou Magic L.L.C.
3.51(9)	Limited Liability Company Agreement of Jalou Magic L.L.C.
3.52(9)	Articles of Organization of Jalou of Vinton-Bingo, LLC.
3.53(9)	Limited Liability Company Agreement of Jalou of Vinton-Bingo, LLC.
3.54(9)	Articles of Organization of Jalou of Vinton, LLC.
3.55(9)	Limited Liability Company Agreement of Jalou of Vinton, LLC.
3.56(9)	Articles of Organization of Jalou of St. Helena, LLC.
3.57(9)	Limited Liability Company Agreement of Jalou of St. Helena, LLC.
3.58(9)	Restated and Amended Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc.
3.59(9)	Articles of Organization of Jalou of St. Martin, L.L.C.
3.60(9)	Limited Liability Company Agreement of Jalou of St. Martin, L.L.C.
3.61(9)	Limited Liability Company Agreement of Jalou L.L.C.
3.62(9)	Operating Agreement of Houma Truck Plaza Stop and Casino, L.L.C.
3.63(9)	Limited Liability Company Agreement of Jalou-Cash's L.L.C.
3.64(9)	Limited Liability Company Agreement of Lucky Magnolia Truck Stop and Casino, L.L.C.
3.65(9)	Limited Liability Company Agreement of Bayou Vista Truck Plaza and Casino, L.L.C.
3.66(9)	Limited Liability Company Agreement of Raceland Truck Plaza and Casino, L.L.C.
3.67(9)	Limited Liability Company Agreement of Jalou Breaux Bridge, LLC.
3.68(9)	Limited Liability Company Agreement of Jalou of Eunice, LLC.
3.69(9)	Limited Liability Company Agreement of Jalou of Jefferson, LLC.
3.70(9)	Limited Liability Company Agreement of Jalou of Larose, LLC.
3.71(9)	Articles of Organization of Colonial Downs, LLC.
3.72(9)	Operating Agreement of Colonial Downs, LLC.
3.73(9)	Articles of Organization of JRJ Properties, LLC.

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3.74(9)	Limited Liability Company Agreement of JRJ Properties, LLC.
3.75(9)	Articles of Organization of Virginia Concessions, L.L.C.
3.76(9)	Amended and Restated Operating Agreement of Virginia Concessions, L.L.C.
3.77A(9)	Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77B(9)	Articles of Amendment to the Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77C(9)	Articles of Amendment to the Articles of Incorporation of Old Dominion Jockey Club, Inc.
3.77D(9)	Articles of Amendment to the Articles of Incorporation of Maryland-Virginia Racing Circuit, Inc.
4.1(8)	Trust Indenture Agreement by and between Jacobs Entertainment, Inc. and Wells Fargo Bank, as Trustee, dated June 16, 2006.
4.2(8)	Registration Rights Agreement by and between Jacobs Entertainment, Inc. and Credit Suisse Securities (USA) LLC, CIBC World Markets Corp., Libra Securities, LLC, Wells Fargo Securities, LLC and KeyBanc Capital Markets, a Division of McDonald Investments Inc., as the initial purchasers, dated June 16, 2006.
4.3(9)	Pledge Agreement dated as of June 16, 2006 by and among Jacobs Entertainment, Inc., Black Hawk Gaming & Development Company, Inc. and Credit Suisse, Cayman Islands Branch.
4.4(9)	Guarantee Agreement dated as of June 16, 2006, by and among Jacobs Entertainment, Inc., certain of the subsidiaries of Jacobs Entertainment, Inc. and Credit Suisse, Cayman Islands Branch.
4.5(9)	Security Agreement dated as of June 16, 2006, made by Jacobs Entertainment, Inc. and each of the guarantors listed on the signature pages or from time to time a party by execution of a joinder agreement, as pledgors, assignors and debtors in favor of Credit Suisse, Cayman Islands Branch, in its capacity as collateral agent for the Secured Parties pursuant to the Credit Agreement.
4.6(9)	Contribution Agreement dated June 16, 2006, by and among Jacobs Entertainment, Inc. and affiliates of Jacobs Entertainment, Inc.
4.7(9)	Custodian Agreement dated as of June 16, 2006, by and between Dunham Trust Company, 1 East Liberty Street, Sixth Floor, Reno, NV 89504, as custodian, Credit Suisse, Cayman Islands Branch as Collateral Agent under the Credit Agreement, Jacobs Entertainment, Inc., as the Borrower under the Credit Agreement and Blackhawk Gaming & Development Company, Inc.
4.8(9)	Form of Jacobs Entertainment, Inc. 9.75% Rule 144A Global Note due 2014.
4.9(9)	Form of Jacobs Entertainment, Inc. 9.75% Regulation S Global Note due 2014.
4.10(9)	Form of Jacobs Entertainment, Inc. 9.75% IAI Global Note due 2014.
4.11(9)	Intercompany Note dated as of June 16, 2006 by and among Jacobs Entertainment, Inc., and Credit Suisse, Cayman Islands Branch.

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4.12(9)	Purchase Agreement dated June 9, 2006 by and among Jacobs Entertainment, Inc. and Credit Suisse Securities (USA) LLC, on behalf of the purchasers of the $210,000,000 9.75% Senior Notes.
4.13(9)	Pledge Agreement dated June 16, 2006 by and among Jacobs Entertainment, Inc., Black Hawk Gaming & Development Company, Inc. and Canadian Imperial Bank of Commerce, acting through its New York Agency.
5.1(9)	Opinion of Baker & Hostetler LLP.
5.2(9)	Opinion of Brett Sulzer, LLC.
10.1(3)	Deed of Lease dated May 8, 2003 between Haynes Chippenham Plaza, LLC and Colonial Downs, L.P.
10.2(5)	Asset Purchase Agreement dated November 2, 2005 among Capital City Entertainment, Inc. and Jacobs Piñon Plaza Entertainment, Inc.
10.3(9)	Piñon Plaza Ground Lease dated June 26, 2006 by and between Clark G. Russell and Jean M. Russell, Trustees of The Clark and Jean Russell Family Trust and Jacobs Entertainment, Inc.
10.4(6)	Triple Net Lease dated November 14, 2005 among Route 225 Investments, LLC and Jacobs Entertainment, Inc.
10.5(7)	Ground Lease and Option Purchase Agreement dated September 12, 2005 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.6(7)	Thoroughbred Horseman's Agreement dated January 1, 2005 between Colonial Downs, L.P., Stansley Racing Corp. and The Virginia Horsemen's Benevolent and Protective Association, Inc.
10.7(7)	Shopping Center Lease dated February 28, 2005 between Jay F. Wilks, Trustee under Indenture dated December 20, 1976 by and between Herbert Cashvan and Marvin Simon, as Settlors, and Jay F. Wilks as Trustee, and Colonial Downs, L.P.
10.8(9)	Standardbred Horsemen's Contract effective March 1, 2006 among Colonial Downs L.P., Stansley Racing Corp. and The Virginia Harness Horse Association.
10.9(9)	Membership Interests Purchase Agreement dated May 16, 2006 by and between Gameco Holdings, Inc. and Jacobs Entertainment, Inc.
10.10A(9)	Asset Purchase Agreement dated May 17, 2006 between Feliciana Ventures, Inc., Forest Gold Truck Plaza and Casino, L.L.C., St. Helena Express & Casino, L.L.C., Seabuckle Gaming, Inc., Janice M. Penn and Minnie L. Hughes, as Sellers, Claude M. Penn, Jr., and Gameco Holdings, Inc., as Purchaser. (Assigned as to St. Helena to Jacobs Entertainment, Inc.)
10.10B(9)	First Amendment to Asset Purchase Agreement dated July 12, 2006 between Feliciana Ventures, Inc., Forest Gold Truck Plaza and Casino, L.L.C., St. Helena Express & Casino, L.L.C., Seabuckle Gaming, Inc., Janice M. Penn and Minnie L. Hughes, as Sellers, Claude M. Penn, Jr., and Gameco Holdings, Inc. as Purchaser. (Assigned as to St. Helena to Jacobs Entertainment, Inc.)

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10.11(8)	Credit Agreement by and between Jacobs Entertainment, Inc., Credit Suisse Securities (USA) LLC and CIBC World Markets Corp., as Joint Lead Arrangers and Joint Bookrunners, and CIBC World Markets Corp., as Syndication Agent, and Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender, and CIT Lending Services Corporation, as Documentation Agent, and Credit Suisse, Cayman Islands Branch, as Issuing Bank, Administrative Agent and Collateral Agent, dated June 16, 2006.
10.12(9)	Consulting Agreement dated January 1, 2006 and amended June 16, 2006, by and among Jacobs Entertainment, Inc. and Jacobs Investments Management Co., Inc.
10.13(9)	Fourth Amendment to Option Purchase Agreement dated May 15, 2006 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.14(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Phase 2 Limited Partnership.
10.15(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Jacobs Lot D, Inc.
10.16(9)	Option Agreement Dated April 18, 2006 between Jacobs Entertainment, Inc. and Flats Development, Inc.
10.17(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sycamore & Main, Inc.
10.18(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Peninsula Land Limited Partnership.
10.19(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sugar Warehouse Limited Partnership.
10.20(9)	Lease and Option to Purchase Agreement dated June 21, 2006 by and between Curray Corporation, Texas Pelican, LLC and Jalou of Vinton, LLC.
10.21(9)	Amendment to Thoroughbred Horsemen's Agreements, dated May 11, 2006, by and between Colonial Downs, L.P. and The Virginia Horsemen's Benevolent and Protective Association, Inc.
10.22(9)	Amendment to Standardbred Horsemen's Agreements, dated May 26, 2006, by and between Colonial Downs, L.P. and The Virginia Harness Horse Association.
12.1(9)	Computation of Earnings to Fixed Charges.
21.1(9)	Subsidiaries of Jacobs Entertainment, Inc.
23.1(9)	Consent of Deloitte & Touche LLP for Jacobs Entertainment, Inc.
23.2(9)	Consent of Baker & Hostetler LLP (included in Exhibit 5.1).
23.3(9)	Consent of Brett Sulzer, LLC (included in Exhibit 5.5).
24.1	Powers of Attorney (included on signature pages).
25.1(9)	Statement of Eligibility of Trustee on Form T-1.
99.1(9)	Letter of Transmittal for Exchange Offer.
99.2(9)	Notice of Guaranteed Delivery of Notes.

II-6

99.3(9)	Letter to Beneficial Owners by Record Holder.
99.4(9)	Letter to DTC Participants.

(1)

Incorporated hereby by reference from our registration statement on Form S-4 (SEC Registration No. 333-88242) filed on May 14, 2002.

(2)

Incorporated hereby by reference from Amendment No. 1 of our registration statement on Form S-4 (SEC Registration No. 333-88242) filed on August 8, 2002.

(3)

Incorporated hereby by reference from our Form 10-K filed on March 29, 2004.

(4)

Incorporated hereby by reference from our Form 10-K filed March 28, 2005.

(5)

Incorporated by reference from our Form 10-Q filed November 14, 2005.

(6)

Incorporated hereby by reference from our Report on Form 8-K filed on November 15, 2005.

(7)

Incorporated hereby by reference from our Form 10-K filed March 28, 2006.

(8)

Incorporated hereby by reference from our Form 8-K Filed June 22, 2006.

(9)

Filed herewith.

(b)

Financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements or notes thereto.

(c)

Not applicable.

Item 22. Undertakings

        The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned registrants hereby undertake:

        1.     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        i.      To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

        ii.     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any

II-7

deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

        iii.    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        2.     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3.     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, on the company being acquired involved therein, that was not the subject of and included in the registration statement when it becomes effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JACOBS ENTERTAINMENT, INC.
By:	/s/  JEFFREY P. JACOBS
	Jeffrey P. Jacobs Chairman of the Board, Chief Executive Officer and President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman of the Board, Chief Executive Officer, President, Treasurer, Secretary (Principal Jeffrey P. Jacobs Executive Officer)	July 27, 2006
/s/  STEPHEN R. ROARK Stephen R. Roark	President of Casino Operations and Chief Financial Officer (Principal Financial and Accounting Officer)	July 27, 2006
/s/  RICHARD E. JACOBS Richard E. Jacobs	Director	July 27, 2006

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
By:	/s/  JEFFREY P. JACOBS
	Jeffrey P. Jacobs Chief Executive Officer and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chief Executive Officer, Chairman of the Board and Sole Director (Principal Executive Officer)	July 27, 2006
/s/  STEPHEN R. ROARK Stephen R. Roark	President (Principal Financial and Accounting Officer)	July 27, 2006

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

GOLD DUST WEST CASINO, INC.
By:	/s/  JEFFREY P. JACOBS
	Jeffrey P. Jacobs Chairman of the Board and President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman of the Board, President and Director (Principal Executive Officer)	July 27, 2006
/s/  STEPHEN R. ROARK Stephen R. Roark	Secretary, Treasurer and Director (Principal Financial and Accounting Officer)	July 27, 2006

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By:	Black Hawk Gaming & Development Company Inc., its Manager
By:	/s/  JEFFREY P. JACOBS
	Jeffrey P. Jacobs Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Policy Board Member (Principal Executive Officer)	July 27, 2006
/s/  STEPHEN R. ROARK Stephen R. Roark	Policy Board Member (Principal Financial and Accounting Officer)	July 27, 2006
/s/  STANLEY POLITANO Stanley Politano	Policy Board Member	July 27, 2006
/s/  DAVID C. GRUNENWALD David C. Grunenwald	Policy Board Member	July 27, 2006

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

GILPIN HOTEL VENTURE
By:	/s/  STEPHEN R. ROARK
	Stephen R. Roark President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STEPHEN R. ROARK Stephen R. Roark	President (Principal Executive, Financial and Accounting Officer)	July 27, 2006
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.	Joint Venturer	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs
GILPIN VENTURES, INC.	Joint Venturer	July 27, 2006
/s/  STEPHEN R. ROARK Stephen R. Roark

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

GILPIN VENTURES, INC.
By:	/s/  STEPHEN R. ROARK
	Stephen R. Roark President and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STEPHEN R. ROARK Stephen R. Roark	President and Director (Principal Executive, Financial and Accounting Officer)	July 27, 2006
/s/  STANLEY POLITANO Stanley Politano	Director	July 27, 2006

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU II INC.
By:	/s/  STEPHEN R. ROARK
	Stephen R. Roark President and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STEPHEN R. ROARK Stephen R. Roark	President and Director (Principal Executive Officer, Principal Financial and Accounting Officer)	July 27, 2006
/s/  STAN GUIDROZ Stan Guidroz	Executive Vice-President	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman of the Board and Director	July 27, 2006

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

WINNER'S CHOICE CASINO, INC.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President, Treasurer and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President, Treasurer and Director (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary and Executive Vice-President (Principal Financial and Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman of the Board and Director	July 27, 2006

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

DIVERSIFIED OPPORTUNITIES GROUP LTD.
By:	/s/  STEPHEN R. ROARK
	Stephen R. Roark President of Jacobs Entertainment, Inc.

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
JACOBS ENTERTAINMENT, INC.	Manager	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU L.L.C.
By:	/s/  STEPHEN R. ROARK
	Stephen R. Roark President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STEPHEN R. ROARK Stephen R. Roark	President and Manager (Principal Executive Officer, Principal Financial and Accounting Officer)	July 27, 2006
/s/  STAN GUIDROZ Stan Guidroz	Executive Vice-President and Manager	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman and Manager	July 27, 2006

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

HOUMA TRUCK PLAZA & CASINO, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary, Treasurer and Executive Vice-President and Manager (Principal Financial Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman and Manager	July 27, 2006

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU—CASH'S L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary, Treasurer and Executive Vice-President and Manager (Principal Financial Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman and Manager	July 27, 2006

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JACE, INC.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President, Treasurer and Director

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President, Treasurer and Director (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary and Executive Vice-President (Principal Financial and Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman of the Board and Director	July 27, 2006

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary, Treasurer and Executive Vice-President and Manager (Principal Financial and Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman and Manager	July 27, 2006

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary, Treasurer, Executive Vice-President and Manager (Principal Financial and Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman and Manager	July 27, 2006

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

RACELAND TRUCK PLAZA AND CASINO, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager (Principal Executive Officer)	July 27, 2006
/s/  REID M. SMITH Reid M. Smith	Secretary, Treasurer, Executive Vice-President and Manager (Principal Financial and Accounting Officer)	July 27, 2006
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman and Manager	July 27, 2006

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

COLONIAL HOLDINGS, INC.
By:	/s/  IAN M. STEWART
	Ian M. Stewart President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chief Executive Officer and Sole Director (Principal Executive Officer)	July 27, 2006
/s/  IAN M. STEWART Ian M. Stewart	President (Principal Financial and Accounting Officer)	July 27, 2006

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

COLONIAL DOWNS, L.P.
By:	Stansley Racing Corp. Its: General Partner
By:	/s/  IAN M. STEWART
	Ian M. Stewart President and Chief Operating Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
STANSLEY RACING CORP.	General Partner	July 27, 2006
/s/  IAN M. STEWART Ian M. Stewart, President and Chief Operating Officer
COLONIAL HOLDINGS, INC.	Limited Partner	July 27, 2006
/s/  IAN M. STEWART Ian M. Stewart, President

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

STANSLEY RACING CORP.
By:	/s/  IAN M. STEWART
	Ian M. Stewart President and Chief Operating Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	Chairman of the Board, Chief Executive Officer and Sole Director (Principal Executive Officer)	July 27, 2006
/s/  IAN M. STEWART Ian M. Stewart	President and Chief Operating Officer (Principal Financial and Accounting Officer)	July 27, 2006

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

COLONIAL DOWNS, L.L.C.
By:	/s/  IAN M. STEWART
	Ian M. Stewart Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  IAN M. STEWART Ian M. Stewart	Manager	July 27, 2006

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JRJ PROPERTIES, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU BREAUX BRIDGE, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU EUNICE, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU OF JEFFERSON, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

FUEL STOP 36, INC.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President	July 27, 2006

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU OF LAROSE, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU OF ST. MARTIN, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU DIAMOND, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU MAGIC, L.L.C.
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU OF VINTON, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU OF VINTON-BINGO, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JALOU OF ST. HELENA, LLC
By:	/s/  STAN GUIDROZ
	Stan Guidroz President and Manager

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  STAN GUIDROZ Stan Guidroz	President and Manager	July 27, 2006

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JACOBS PIÑON PLAZA ENTERTAINMENT, INC.
By:	/s/  JEFFREY P. JACOBS
	Jeffrey P. Jacobs President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	President	July 27, 2006

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JACOBS ELKO ENTERTAINMENT, INC.
By:	/s/  JEFFREY P. JACOBS
	Jeffrey P. Jacobs President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  JEFFREY P. JACOBS Jeffrey P. Jacobs	President	July 27, 2006

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

JACOBS DAKOTA WORKS, LLC
By:	/s/  STEPHEN R. ROARK
	Stephen R. Roark President of Jacobs Entertainment, Inc.

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
JACOBS ENTERTAINMENT, INC.	Manager	July 27, 2006
/s/  STEPHEN R. ROARK Stephen R. Roark	President of Jacobs Entertainment, Inc.

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

VIRGINIA CONCESSIONS, L.L.C.
By:	/s/  IAN M. STEWART
	Ian M. Stewart Vice President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  IAN M. STEWART Ian M. Stewart	Vice President	July 27, 2006

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Golden, State of Colorado, on this 27th day of July, 2006.

MARYLAND-VIRGINIA RACING CIRCUIT, INC.
By:	/s/  IAN M. STEWART
	Ian M. Stewart President

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey P. Jacobs and Stephen R. Roark or either one of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/  IAN M. STEWART Ian M. Stewart	President	July 27, 2006

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EXHIBIT INDEX

Exhibit No.	Description
3.1(1)	Certificate of Incorporation of Gameco, Inc.
3.2(1)	By-Laws of Gameco, Inc.
3.3(1)	Articles of Incorporation of Black Hawk Gaming & Development Company, Inc.
3.4(1)	Bylaws of Black Hawk Gaming & Development Company, Inc.
3.5(1)	Articles of Incorporation of Gold Dust West Casino, Inc.
3.6(1)	Code of By-laws of Gold Dust West Casino, Inc.
3.7(1)	Articles of Organization of Black Hawk/Jacobs Entertainment, LLC.
3.8(1)	Operating Agreement of Black Hawk/Jacobs Entertainment, LLC.
3.9(1)	Joint Venture Agreement of Gilpin Hotel Venture.
3.10(1)	Articles of Incorporation of Gilpin Ventures, Inc.
3.11(1)	By-Laws of Gilpin Ventures, Inc.
3.12(1)	Articles of Incorporation of Jalou II Inc.
3.13(1)	By-Laws of Jalou II Inc.
3.14(1)	Articles of Incorporation of Winner's Choice Casino, Inc.
3.15(1)	By-Laws of Winner's Choice Casino, Inc.
3.16(1)	Articles of Organization of Diversified Opportunities Group Ltd.
3.17(1)	Articles of Organization of Jalou L.L.C.
3.18(1)	Articles of Organization of Houma Truck Plaza & Casino, L.L.C.
3.19(1)	Articles of Organization of Jalou-Cash's L.L.C.
3.20(1)	Articles of Incorporation of JACE, Inc.
3.21(1)	Articles of Organization of Lucky Magnolia Truck Stop and Casino, L.L.C.
3.22(1)	Articles of Organization of Bayou Vista Truck Plaza and Casino, L.L.C.
3.23(1)	Articles of Organization of Raceland Truck Plaza and Casino, L.L.C.
3.24(1)	Articles of Incorporation of JACE, Inc. (duplicate of Exhibit 3.20).
3.25(2)	Certificate of Amendment of Certificate of Incorporation of Gameco, Inc.
3.26(2)	Amended and Restated Certificate of Limited Partnership of Colonial Downs, L.P.
3.27(2)	Limited Partnership Agreement of Colonial Downs, L.P.
3.28(2)	Amended and Restated Articles of Incorporation of Colonial Downs Holdings, Inc.
3.29(2)	Amendment to Articles of Incorporation of Colonial Downs Holdings, Inc.
3.30(2)	Bylaws of Colonial Downs Holdings, Inc.
3.31(2)	Articles of Incorporation of Stansley Racing Corp.
3.32(2)	Articles of Amendment to the Articles of Incorporation of Stansley Racing Corp.

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3.33(2)	Bylaws of Stansley Racing Corp.
3.34(2)	Amended and Restated Operating Agreement of Diversified Opportunities Group Ltd.
3.35(2)	Amendment to the Operating Agreement of Black Hawk/Jacobs Entertainment, LLC.
3.36(2)	Amendment to the Certificate of Incorporation of Gameco, Inc.
3.37(4)	Articles of Organization of Jalou Breaux Bridge, LLC.
3.38(4)	Articles of Organization of Jalou Eunice, LLC.
3.39(4)	Articles of Organization of Jalou of Jefferson, LLC.
3.40(5)	Certificate of Amendment of Certificate of Incorporation of Jacobs Entertainment, Inc.
3.41(5)	Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc.
3.41A(5)	Bylaws of Jacobs Piñon Plaza Entertainment, Inc.
3.42(5)	Articles of Incorporation of Fuel Stop 36, Inc.
3.43(5)	Articles of Organization of Jalou of Larose, LLC.
3.44(9)	Articles of Incorporation of Jacobs Elko Entertainment, Inc.
3.45(9)	Bylaws of Jacobs Elko Entertainment, Inc.
3.46(9)	Articles of Organization of Jacobs Dakota Works, LLC.
3.47(9)	Operating Agreement of Jacobs Dakota Works, LLC.
3.48(9)	Articles of Organization of Jalou Diamond L.L.C.
3.49(9)	Limited Liability Company Agreement of Jalou Diamond L.L.C.
3.50(9)	Articles of Organization of Jalou Magic L.L.C.
3.51(9)	Limited Liability Company Agreement of Jalou Magic L.L.C.
3.52(9)	Articles of Organization of Jalou of Vinton-Bingo, LLC.
3.53(9)	Limited Liability Company Agreement of Jalou of Vinton-Bingo, LLC.
3.54(9)	Articles of Organization of Jalou of Vinton, LLC.
3.55(9)	Limited Liability Company Agreement of Jalou of Vinton, LLC.
3.56(9)	Articles of Organization of Jalou of St. Helena, LLC.
3.57(9)	Limited Liability Company Agreement of Jalou of St. Helena, LLC.
3.58(9)	Restated and Amended Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc.
3.59(9)	Articles of Organization of Jalou of St. Martin, L.L.C.
3.60(9)	Limited Liability Company Agreement of Jalou of St. Martin, L.L.C.
3.61(9)	Limited Liability Company Agreement of Jalou L.L.C.
3.62(9)	Operating Agreement of Houma Truck Plaza Stop and Casino, L.L.C.
3.63(9)	Limited Liability Company Agreement of Jalou-Cash's L.L.C.

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3.64(9)	Limited Liability Company Agreement of Lucky Magnolia Truck Stop and Casino, L.L.C.
3.65(9)	Limited Liability Company Agreement of Bayou Vista Truck Plaza and Casino, L.L.C.
3.66(9)	Limited Liability Company Agreement of Raceland Truck Plaza and Casino, L.L.C.
3.67(9)	Limited Liability Company Agreement of Jalou Breaux Bridge, LLC.
3.68(9)	Limited Liability Company Agreement of Jalou of Eunice, LLC.
3.69(9)	Limited Liability Company Agreement of Jalou of Jefferson, LLC.
3.70(9)	Limited Liability Company Agreement of Jalou of Larose, LLC.
3.71(9)	Articles of Organization of Colonial Downs, LLC.
3.72(9)	Operating Agreement of Colonial Downs, LLC.
3.73(9)	Articles of Organization of JRJ Properties, LLC.
3.74(9)	Limited Liability Company Agreement of JRJ Properties, LLC.
3.75(9)	Articles of Organization of Virginia Concessions, L.L.C.
3.76(9)	Amended and Restated Operating Agreement of Virginia Concessions, L.L.C.
3.77A(9)	Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77B(9)	Articles of Amendment to the Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77C(9)	Articles of Amendment to the Articles of Incorporation of Old Dominion Jockey Club, Inc.
3.77D(9)	Articles of Amendment to the Articles of Incorporation of Maryland-Virginia Racing Circuit, Inc.
4.1(8)	Trust Indenture Agreement by and between Jacobs Entertainment, Inc. and Wells Fargo Bank, as Trustee, dated June 16, 2006.
4.2(8)	Registration Rights Agreement by and between Jacobs Entertainment, Inc. and Credit Suisse Securities (USA) LLC, CIBC World Markets Corp., Libra Securities, LLC, Wells Fargo Securities, LLC and KeyBanc Capital Markets, a Division of McDonald Investments Inc., as the initial purchasers, dated June 16, 2006.
4.3(9)	Pledge Agreement dated as of June 16, 2006 by and among Jacobs Entertainment, Inc., Black Hawk Gaming & Development Company, Inc. and Credit Suisse, Cayman Islands Branch.
4.4(9)	Guarantee Agreement dated as of June 16, 2006, by and among Jacobs Entertainment, Inc., certain of the subsidiaries of Jacobs Entertainment, Inc. and Credit Suisse, Cayman Islands Branch.
4.5(9)	Security Agreement dated as of June 16, 2006, made by Jacobs Entertainment, Inc. and each of the guarantors listed on the signature pages or from time to time a party by execution of a joinder agreement, as pledgors, assignors and debtors in favor of Credit Suisse, Cayman Islands Branch, in its capacity as collateral agent for the Secured Parties pursuant to the Credit Agreement.

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4.6(9)	Contribution Agreement dated June 16, 2006, by and among Jacobs Entertainment, Inc. and affiliates of Jacobs Entertainment, Inc.
4.7(9)	Custodian Agreement dated as of June 16, 2006, by and between Dunham Trust Company, 1 East Liberty Street, Sixth Floor, Reno, NV 89504, as custodian, Credit Suisse, Cayman Islands Branch as Collateral Agent under the Credit Agreement, Jacobs Entertainment, Inc., as the Borrower under the Credit Agreement and Blackhawk Gaming & Development Company, Inc.
4.8(9)	Form of Jacobs Entertainment, Inc. 9.75% Rule 144A Global Note due 2014.
4.9(9)	Form of Jacobs Entertainment, Inc. 9.75% Regulation S Global Note due 2014.
4.10(9)	Form of Jacobs Entertainment, Inc. 9.75% IAI Global Note due 2014.
4.11(9)	Intercompany Note dated as of June 16, 2006 by and among Jacobs Entertainment, Inc., and Credit Suisse, Cayman Islands Branch.
4.12(9)	Purchase Agreement dated June 9, 2006 by and among Jacobs Entertainment, Inc. and Credit Suisse Securities (USA) LLC, on behalf of the purchasers of the $210,000,000 9.75% Senior Notes.
4.13(9)	Pledge Agreement dated June 16, 2006 by and among Jacobs Entertainment, Inc., Black Hawk Gaming & Development Company, Inc. and Canadian Imperial Bank of Commerce, acting through its New York Agency.
5.1(9)	Opinion of Baker & Hostetler LLP.
5.2(9)	Opinion of Brett Sulzer, LLC.
10.1(3)	Deed of Lease dated May 8, 2003 between Haynes Chippenham Plaza, LLC and Colonial Downs, L.P.
10.2(5)	Asset Purchase Agreement dated November 2, 2005 among Capital City Entertainment, Inc. and Jacobs Piñon Plaza Entertainment, Inc.
10.3(9)	Piñon Plaza Ground Lease dated June 26, 2006 by and between Clark G. Russell and Jean M. Russell, Trustees of The Clark and Jean Russell Family Trust and Jacobs Entertainment, Inc.
10.4(6)	Triple Net Lease dated November 14, 2005 among Route 225 Investments, LLC and Jacobs Entertainment, Inc.
10.5(7)	Ground Lease and Option Purchase Agreement dated September 12, 2005 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.6(7)	Thoroughbred Horseman's Agreement dated January 1, 2005 between Colonial Downs, L.P., Stansley Racing Corp. and The Virginia Horsemen's Benevolent and Protective Association, Inc.
10.7(7)	Shopping Center Lease dated February 28, 2005 between Jay F. Wilks, Trustee under Indenture dated December 20, 1976 by and between Herbert Cashvan and Marvin Simon, as Settlors, and Jay F. Wilks as Trustee, and Colonial Downs, L.P.
10.8(9)	Standardbred Horsemen's Contract effective March 1, 2006 among Colonial Downs L.P., Stansley Racing Corp. and The Virginia Harness Horse Association.
10.9(9)	Membership Interests Purchase Agreement dated May 16, 2006 by and between Gameco Holdings, Inc. and Jacobs Entertainment, Inc.

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10.10A(9)	Asset Purchase Agreement dated May 17, 2006 between Feliciana Ventures, Inc., Forest Gold Truck Plaza and Casino, L.L.C., St. Helena Express & Casino, L.L.C., Seabuckle Gaming, Inc., Janice M. Penn and Minnie L. Hughes, as Sellers, Claude M. Penn, Jr., and Gameco Holdings, Inc., as Purchaser. (Assigned as to St. Helena to Jacobs Entertainment, Inc.)
10.10B(9)	First Amendment to Asset Purchase Agreement dated July 12, 2006 between Feliciana Ventures, Inc., Forest Gold Truck Plaza and Casino, L.L.C., St. Helena Express & Casino, L.L.C., Seabuckle Gaming, Inc., Janice M. Penn and Minnie L. Hughes, as Sellers, Claude M. Penn, Jr., and Gameco Holdings, Inc. as Purchaser. (Assigned as to St. Helena to Jacobs Entertainment, Inc.)
10.11(8)	Credit Agreement by and between Jacobs Entertainment, Inc., Credit Suisse Securities (USA) LLC and CIBC World Markets Corp., as Joint Lead Arrangers and Joint Bookrunners, and CIBC World Markets Corp., as Syndication Agent, and Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender, and CIT Lending Services Corporation, as Documentation Agent, and Credit Suisse, Cayman Islands Branch, as Issuing Bank, Administrative Agent and Collateral Agent, dated June 16, 2006.
10.12(9)	Consulting Agreement dated January 1, 2006 and amended June 16, 2006, by and among Jacobs Entertainment, Inc. and Jacobs Investments Management Co., Inc.
10.13(9)	Fourth Amendment to Option Purchase Agreement dated May 15, 2006 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.14(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Phase 2 Limited Partnership.
10.15(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Jacobs Lot D, Inc.
10.16(9)	Option Agreement Dated April 18, 2006 between Jacobs Entertainment, Inc. and Flats Development, Inc.
10.17(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sycamore & Main, Inc.
10.18(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Peninsula Land Limited Partnership.
10.19(9)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sugar Warehouse Limited Partnership.
10.20(9)	Lease and Option to Purchase Agreement dated June 21, 2006 by and between Curray Corporation, Texas Pelican, LLC and Jalou of Vinton, LLC.
10.21(9)	Amendment to Thoroughbred Horsemen's Agreements, dated May 11, 2006, by and between Colonial Downs, L.P. and The Virginia Horsemen's Benevolent and Protective Association, Inc.
10.22(9)	Amendment to Standardbred Horsemen's Agreements, dated May 26, 2006, by and between Colonial Downs, L.P. and The Virginia Harness Horse Association.
12.1(9)	Computation of Earnings to Fixed Charges.
21.1(9)	Subsidiaries of Jacobs Entertainment, Inc.

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23.1(9)	Consent of Deloitte & Touche LLP for Jacobs Entertainment, Inc.
23.2(9)	Consent of Baker & Hostetler LLP (included in Exhibit 5.1).
23.3(9)	Consent of Brett Sulzer, LLC (included in Exhibit 5.5).
24.1	Powers of Attorney (included on signature pages).
25.1(9)	Statement of Eligibility of Trustee on Form T-1.
99.1(9)	Letter of Transmittal for Exchange Offer.
99.2(9)	Notice of Guaranteed Delivery of Notes.
99.3(9)	Letter to Beneficial Owners by Record Holder.
99.4(9)	Letter to DTC Participants.

(1)

Incorporated hereby by reference from our registration statement on Form S-4 (SEC Registration No. 333-88242) filed on May 14, 2002.

(2)

Incorporated hereby by reference from Amendment No. 1 of our registration statement on Form S-4 (SEC Registration No. 333-88242) filed on August 8, 2002.

(3)

Incorporated hereby by reference from our Form 10-K filed on March 29, 2004.

(4)

Incorporated hereby by reference from our Form 10-K filed March 28, 2005.

(5)

Incorporated by reference from our Form 10-Q filed November 14, 2005.

(6)

Incorporated hereby by reference from our Report on Form 8-K filed on November 15, 2005.

(7)

Incorporated hereby by reference from our Form 10-K filed March 28, 2006.

(8)

Incorporated hereby by reference from our Form 8-K Filed June 22, 2006.

(9)

Filed herewith.

II-51

EX-3.44

EXHIBIT 3.44

	DEAN HELLER
	Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz

Articles of Incorporation

(PURSUANT TO NRS 78)

ABOVE SPACE IS FOR OFFICE USE ONLY

1.

Name of Corporation:

Jacobs Elko Entertainment, Inc.

2.

Resident Agent Name and Street Address:

(must be a Nevada address where process may be served)

The Corporation Trust Company of Nevada

Name

6100 Neil Road, Suite 500

Reno

Nevada

89511

Street Address

City

Zip Code

Optional Mailing Address

City

State

Zip Code

3.

Shares:

(number of shares corporation authorized to issue)

Number of shares

Number of shares

with par value:

1000

Par value:

$

0.01

without par value:

0

4.

Names & Addresses, of Board of Directors/Trustees:

(attach additional page if there is more than 3 directors/trustees)

1.

Jeffrey P. Jacobs

Name

17301 West Colfax Avenue, Suite 250

Golden

CO

80401

Street Address

City

State

Zip Code

2.

Name

Street Address

City

State

Zip Code

3.

Name

Street Address

City

State

Zip Code

5.

Purpose:

(Optional—see instructions)

The purpose of this Corporation shall be:

Any lawful purpose

6.

Names, Address and Signature of Incorporator.

(attach additional page there is more than 1 incorporator)

Adam J. Fogoros

/s/ Adam J. Fogoros

Name

Signature

1625 Broadway, Sixteenth Floor

Denver

CO

80202

Address

City

State

Zip Code

7.

Certificate of Acceptance of Appointment of Resident Agent:

I hereby accept appointment as Resident Agent for the above named corporation.

/s/ James Martin

5/31/06

Authorized Signature of R. A. or On Behalf of R. A. Company

Date

James Martin

Assistant Secretary

This form must be accompanied by appropriate fees.
	Nevada Secretary of State Form 78 ARTICLES 2003
	Revised on: 10/04/05

Jacobs Elko Entertainment, Inc. (hereinafter referred to as the “Corporation”):

ARTICLE VIII

Duration

The period of duration of the Corporation shall be perpetual.

ARTICLE IX

Shares

The total number of shares of all classes which the Corporation has authority to issue is one thousand (1,000) shares of Common Stock, $0.01 par value.

The Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in these Articles of Incorporation, including, but not limited to, the following rights and privileges:

(a)distributions may be decla red and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of distributions;

(b)the holders of Common Stock shall have the right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

(c)upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

ARTICLE X

Cumulative Voting

Cumulative voting shall not be allowed in elections of directors or for any other purpose.

ARTICLE XI

Preemptive Rights

Holders of shares of the Corporation’s Common Stock shall have no preemptive rights to purchase additional shares of the same or any other class of the Corporation’s stock.

ARTICLE XII

Principal Office

The address of the Corporation’s principal office is:

17301 West Colfax Avenue, Suite 250

Golden, Colorado 80401

ARTICLE XIII

Directors

The affairs of the Corporation shall be governed by a Board of Directors consisting of one (1) to three (3) directors, with the number of directors specified in or fixed in accordance with the Bylaws of the Corporation, as may be amended from time to time, except as to the number constituting the initial board which nu mber shall be one (1).

ARTICLE XIV

Elimination of Personal Liability of a Director

To the fullest extent permitted by Nevada law, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty a s a director.

ARTICLE XV

Indemnification of Directors

The Corporation shall indemnify and advance expenses to a director of the Corporation to the fullest extent permitted by Nevada law, as the same exists or may hereafter be amended.

ARTICLE XVI

Voting Requirements

The affirmative vote of the holders of a majority of the shares entitled to vote thereupon shall be required for approval or authorization of any (i) merger or consolidation of the Corporation with or into any other corporation; or (ii) sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation to any other corporation, person or entity; or (iii) the dissolution of the Co rporation.

ARTICLE XVII

Amendments

These Articles of Incorporation of the Corporation can only be amended or repealed by the affirmative vote of the holders of a majority of the shares entitled to vote thereon.

ARTICLE XVIII

Bylaws

The Bylaws may be altered, amended or repealed, or new bylaws may be adopted by the Board of Directors, subject to the right of the shareholders to alter and / or repeal the bylaws or adopt new bylaws.

EX-3.45

EXHIBIT 3.45

BYLAWS

OF

JACOBS ELKO ENTERTAINMENT, INC.

as of June 2, 2006

ARTICLE I

Offices

The principal office of the Corporation shall initially be located at 17301 West Colfax Avenue, Suite 250, Golden, Colorado 80401 and other offices at such places within or without the State of Nevada and as the Board of Directors may from time to time establish.

ARTICLE II

Registered Office and Agent

The registered office of the Corporation shall be located at 6100 Neil Road, Suite 500, Reno, Nevada 89511, and the registered agent shall be The Corporation Trust Company of Nevada. The Board of Directors may, by appropriate resolution from time to time, change the registered office and/or agent.

ARTICLE III

Meetings of Stockholders

Section 1. Annual Meetings. The annual meeting of the Stockholders for the election of Directors and for the transaction of such other business as may properly come before such meeting shall be held at such time and date as the Board of Directors shall designate from time to time by resolution duly adopted.

Section 2. Special Meetings. A special meeting of the Stockholders may be called at any time by the President, the Chairman of the Board of Directors, or the Board of Directors, and shall be called by the President or the Chairman of the Board of Directors upon the written request of Stockholders of record holding in the aggregate fifty-one percent (51%) or more of the outstanding shares of stock of the Corporation entitled to vote, such written request to state the purpose or purposes of the meeting and to be delivered to the President or the Chairman of the Board of Directors.

1

Section 3. Place of Meetings. All meetings of the Stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Nevada, as shall be determined from time to time by the Board of Directors or the Stockholders of the Corporation.

Section 4. Change in Time or Place of Meetings. The time and place specified in this Article III for annual meetings shall not be changed within thirty (30) days next before the day on which such meeting is to be held. A notice of any such change shall be given to each Stockholder at least twenty (20) days before the meeting, in person or by letter mailed to his last known post office address.

Section 5. Notice of Meetings. Written notice, stating the place, day and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be given by or under the direction of either the President, the Chairman of the Board of Directors, or Secretary at least ten (10) days but not more than fifty (50) days before the date fixed for such meeting. Notice shall be given to each Stockholder entitled to vote at such meeting, of record at the close of business on the day fixed by the Board of Directors as a record date for the determination of t he Stockholders entitled to vote at such meeting, or if no such date has been fixed, of record at the close of business on the day next preceding the day on which notice is given. Notice shall be in writing and shall be delivered to each Stockholder in person or sent by United States Mail, postage prepaid, addressed as set forth on the books of the Corporation. A waiver of such notice, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Except as otherwise required by statute, notice of any adjourned meeting of the Stockholders shall not be required.

Section 6. Quorum. Except as may otherwise be required by statute, the presence at any meeting, in perso n or by proxy, of the holders of record of one-third of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority in interest of the Stockholders entitled to vote, present in person or by proxy, or, if no Stockholder entitled to vote is present in person or by proxy, any Officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding sixty (60) days in any one case. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The Stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

Section 7. Voting. Except as may otherwise be provided by statute or these Bylaws, including the provisions of Section 4 of Article VIII hereof, each Stockholder shall at every meeting of the Stockholders be entitled to one (1) vote, in person or by proxy, for each share of the voting capital stock held by such Stockholder. However, no proxy shall be voted on after eleven (11) months from its date, unless the proxy provides for a longer period. At all meetings of the Stockholders, except as may otherwise be required by

2

statute, the Articles of Incorporation of this Corporation, or these Bylaws, if a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Stockholders.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted directly or indirectly.

Section 8. Consent of Stockholders in Lieu of Meeting. Whenever the vote of Stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any provision of statute, these Bylaws, or the Articles of Incorporation, the meeting and vote of Stockholders may be dispensed with if a majority of the Stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Section 9. Telephonic Meeting. Any meeting held under this Article III may be held by telephone, in accordance with the provisions of the Nevada Revised Statutes.

Section 10. List of Stockholders Entitled to Vote. The Officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every annual meeting, a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder during ordinary business hours, for a period of at least ten (10) days prior to election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held. The list shall be produced and kept at the time and place of election during the whole time thereof and be subject to the inspection of any Stockholder who may be present.

ARTICLE IV

Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as otherwise provided by statute, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2. Number and Qualifications. The Board of Directors shall consis t of at least one (1) member, and not more than three (3) members, as shall be designated by the

3

Board of Directors from time to time, and in the absence of such designation, the Board of Directors shall consist of one (1) member. This number may be changed from time to time by resolution of the Board of Directors. Directors need not be residents of the State of Nevada or Stockholders of the Corporation. Directors shall be natural persons of the age of eighteen (18) years or older.

Section 3. Election and Term of Office. Members of the initial Board of Directors of the Corporation shall hold office until the first annual meeting of Stockholders. At the first annual meeting of Stockholders, and at each annual meeting thereafter, the Stockholders shall el ect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office until his successor is duly elected and qualified, unless sooner displaced. Election of Directors need not be by ballot.

Section 4. Compensation. The Board of Directors may provide by resolution that the Corporation shall allow a fixed sum and reimbursement of expenses for attendance at meetings of the Board of Directors and for other services rendered on behalf of the Corporation. Any Director of the Corporation may also serve the Corporation in any other capacity, and receive compensation therefor in any form, as the same may be determined by the Board in accordance with these Bylaws.

Section 5. Removals and Resignations. Except as may otherwise be provided by statute, the Stockholders may, at any special meeting called for the purpose, by a vote of the holders of the majority of the shares then entitled to vote at an election of Directors, remove any or all Directors from office, with or without cause.

A Director may resign at any time by giving written notice to either the Board of Directors, the President, the Chairman of the Board of Directors, or the Secretary of the Corporation. The resignation shall take effect immediately upon the receipt of the notic e, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 6. Vacancies. Any vacancy occurring in the office of a Director, whether by reason of an increase in the number of directorships or otherwise, may be filled by a majority of the Directors then in office, though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, unless sooner displaced.

When one or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Each Director so chosen shall hold office as herein provided in the filling of other vacancies.

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Section 7. Committees. By resolution adopted by a majority of the Board of Directors, the Board may designate one or more committees, including an Executive Committee, each consisting of one (1) or more Directors. The Board of Directors may designate one (1) or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution and except as may otherwise be provided by statute, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require the same. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. If there be more than two (2) members on such committee, a majority of any such committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board. If there be only two (2) members, unanimity of action shall be required. Committee action may be by way of a written consent signed by all committee members. The Board shall have the power at any time to fill vacancies on committees, to discharge or abolish any such committee, and to change the size of any such committee.

Except as otherwise prescribed by the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum, and manner of acting as it shall deem proper and desirable.

Each such committee shall keep a written record of its acts and proceedings and shall submit such record to the Board of Directors. Failure to submit such record, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

ARTICLE V

Meetings of Board of Directors

Section 1. Annual Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Stockholders for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either ol d or new members of the Board of Directors for such annual meeting shall be necessary.

Section 2. Regular Meetings. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix the time and place of such meetings. Regular meetings may be held within or without the State of Nevada. The Board need not give notice of regular meetings provided that the Board promptly sends

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notice of any change in the time or place of such meetings to each Director not present at the meeting at which such change was made.

Section 3. Special Meetings. The Board may hold special meetings of the Board of Directors at any place, either within or without the State of Nevada, at any time when called by the President, the Chairman of the Board of Directors, or two or more Directors. Notice of the time and place thereof shall be given to and received by each Director at least three (3) days before the meeting. A waiver of such notice in writing, signed by the person or persons entitled to notice, either before or after the time stated therein, shall be deemed equivalent to notice. Notice of adjourned special meetings of the Board of Directors need not given.

Section 4. Quorum. The presence, at any meeting, of a majority of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise required by statute, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, if only two (2) Directors are present, unanimity of action shall be required. In the absence of a quorum, a majority of the Directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present.

Section 5. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by statute, the Board may take any action required or permitted to be taken at any meeting of the Board of Directors without a meeting, if a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.

Section 6. Telephonic Meeting. Any meeting held under this Article V may be held by telephone, in accordance with the provisions of the Nevada Revised Statutes.

Section 7. Attendance Constitutes Waiver. Attendance of a Director at a meeting constitutes a waiver of any notice to which the Director may otherwise have been entitled, except where a Director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

< font size="2" face="Times New Roman" style="font-size:10.0pt;">Officers

Section 1. Number. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents as the Board may from time to time elect, a Secretary and a Treasurer, and such other Officers and Agents as may be deemed necessary. One person may hold any two or more offices.

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Section 2. Election, Term of Office, and Qualifications. The Board shall choose the Officers specifically designated in Section 1 of this Article VI at the annual meeting of the Board of Directors and such Officers shall hold office until their successors are chosen and qualified, unless sooner displaced. Officers need not be Directors of the Corporation.

Section 3. Subordinate Officers. The Board of Directors, from time to time, may appoint other Officers and Agents, including one or more Assi stant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, and each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine. The Board of Directors may delegate to any Officer or the Chairman of the Board of Directors the power to appoint any such subordinate Officers and Agents and to prescribe their respective authorities and duties.

Section 4. Removals and Resignations. The Board of Directors may, by vote of a majority of their entire number, remove from office any Officer or Agent of the Corporation, appointed by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect immediately upon the receipt of the notice, or any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 5. Vacancies. Whenever any vacancy shall occur in any office by death, resignation, removal, or otherwise, it shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for the regular election or appointment to such office, at any meeting of Directors.

Section 6. The Chairman of the Board. The Chairman of the Board shall be the Chief Executive Officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of all of the affairs of the Corporation. The Chairman shall preside at all meetings of the Stockholders and of the Board of Directors at which he is present.

Section 7. The President. The President shall be the chief operating officer of th e Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the day-to-day operations and of the property of the Corporation, and shall have control over its Officers, Agents and Employees. The President shall preside at all meetings of the Stockholders and of the Board of Directors at which the Chairman is not present. The President shall do and perform such other duties and may exercise such other powers as these Bylaws or the Board of Directors from time to time may assign to him.

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Section 8. The Vice President. At the request of the President or in the event of his absence or disability, the Vice President, or in case there shall be more than one Vice President, the Vice President designated by the President, or in the absence of such designation, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such other duties and may exercise such her powers as from time to time these Bylaws or by the Board of Directors or the President be assign to him.

Section 9. The Secretary. The Secretary shall:

a. record all the proceedings of the meetings of the corporation and Directors in a book to be kept for that purpose;

b. have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under the  direction of the Secretary), an original or duplicate of which shall be ke pt at the principal office or place of business of the Corporation;

c. see that all notices are duly and properly given;

d. be custodian of the records of the Corporation and the Board of Directors, and the seal of the Corporation;

e. see that all books, reports, statements, certificates, and oth er documents and records required by law to be kept or filed are properly kept or filed;

f. in general, perform all duties and have all powers incident to the office of Secretary, and perform such other duties and have such other powers as these Bylaws, the Board of Directors, the Chairman of the Board of Directors, or the President from time to time may assign to him; and

g. prepare and make, at least ten (10) days before every election of Directors, a complete list of the stockholders entitled to vote at said el ection, arranged in alphabetical order.

Section 10. The Treasurer. The Treasurer shall:

a. have supervision over the funds, securities, receipts and disbursements of the Corporation;

b. cause all moneys and other valuable effects of the Corporation to be deposited in its name and to its cre dit, in such depositories as the Board of Directors or, pursuant to authority conferred by the Board of Directors, its designee shall select;

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c. cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, when such disbursements shall have been duly authorized;

d. cause proper vouchers for all moneys disbursed to be taken and preserved;

e. cause correct books of accounts of all its business and transactions to be kept at the principal office of the Corporation;

f. render an account of the financial condition of the Corporation and of his transactions as Treasurer to the President, the Chairman of the Board of Directors, or the Board of Directors, whenever requested;

g. be empowered to require from the Officers or Agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation; and

h. in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by these Bylaws or by the Chairman of the Board of Directors, the Board of Directors or the President.

Section 11. Salaries. The Board of Directors shall from time to time fix the salaries of the Officers of the Corporation. The Board of Directors may delegate to any person the power to fix the salaries or other compensation of a ny Officers or Agents appointed, in accordance with the provisions of Section 3 of this Article VI. No Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Nothing contained in this Bylaw shall be construed so as to obligate the Corporation to pay any Officer a salary, which is within the sole discretion of the Board of Directors.

Section 12. Surety Bond. The Board of Directors may in its discretion secure the fidelity of any or all of the Officers of the Corporation by bond or otherwise.

ARTICLE VII

Execution of Instruments

Section 1. Checks, Drafts, Etc. The President or the Chairman of the Board of Directors and the Secretary or Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, and all assignments or endorsements of stock certificates, registered bonds, or other securities, owned by the Corporation, unless otherwise directed by the Board of Di rectors, or unless otherwise required by law. The Board of Directors or the Chairman of the Board of Directors may, however, authorize any Officer or the Chairman of the Board to sign any of such

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instruments for and on behalf of the Corporation without necessity of countersignature, and may designate Officers, or Employees of the corporation other than those named above who may, in the name of the Corporation, sign such instruments.

Section 2. Execution of Instruments Generally. Subject always to the specific direction of the Board of Directors, the President or the Chairman of the Board of Directors shall execute all deeds and instruments of indebtedness made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party, in its name, attested by the Secretary. The Secretary, when necessary required, shall aff ix the corporate seal thereto.

Section 3. Proxies. The President, the Chairman of the Board and the Secretary or an Assistant Secretary of the Corporation or by any other person or persons duly authorized by the Board of Directors may execute and deliver proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation from time to time on behalf of the Corporation.

ARTICLE VIII

Capital Stock

Section 1. Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed in the name of the Corporation by either the Chairman of the Board of Directors or the President and by the Secretary of the Corporation, certifying the number of shares owned by that person in the Corporation.

Certificates of stock shall be in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors.

Section 2. Transfer of Stock. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by his attorney duly authorized in writing, upon surrender to the Corporation of the certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require. Surrendered certificates shall be canceled and shall be attached to their proper stubs in the stock certificate book.

Section 3. Rights of Corporation with Respect to Registered Owners. Prior to the surrender to the Corporation of the certificates for shares of stock with a request to record the transfer of such shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 4. Closing Stock Transfer Book. The Board of Directors may close the Stock Transfer Book of the Corporation for a period not exceeding fifty (50) days preceding the

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date of any meeting of Stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change, conversion or exchange of capital stock shall go into effect, or for a period not exceeding fifty (50) days in connection with obtaining the consent of Stockholders for any purpose. However, in lieu of closing the Stock Transfer Book, the Board of Directors may in advance fix a date, not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the Stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such divi dend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. In such case such Stockholders of record on the date so fixed, and only such Stockholders shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5. Lost, Destroyed and Stolen Certificates. The Corporation may issue a new certificate of shares of stock in the place of any certif icate theretofore issued and alleged to have been lost, destroyed or stolen. However, the Board of Directors may require the owner of such lost, destroyed or stolen certificate or his legal representative, to: (a) request a new certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction; (c) file with the Corporation a sufficient indemnity bond; or (d) satisfy such other reasonable requirements, including evidence of such loss, destruction, or theft as may be imposed by the Corporation.

ARTICLE IX

  ;

Dividends

Section 1. Sources of Dividends. The Directors of the Corporation, subject to the Nevada Revised Statutes, as amended, may declare and pay dividends upon the shares of the capital stock of the Corporation.

Section 2. Reserves. Before the payment of any dividend, the Directors of the Corporation may set apart out of any of the funds of the Corporation av ailable for dividends a reserve or reserves for any proper purpose, and the Directors may abolish any such reserve in the manner in which it was created.

Section 3. Reliance on Corporate Records. A Director in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities, and net profits of the Corporation, or any

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other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid shall be fully protected.

Section 4. Manner of Payment. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation.

ARTICLE X

Seal and Fiscal Year

Section 1. Seal. The corporate seal, subject to alteration by the Board of Directors, shall be in the form of a circle, shall bear the name of the Corporation, and shall indicate its formation under the laws of the State of Nevada and the year of incorporation. Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise re-produced.

Section 2. Fiscal Year. The Board of Directors shall, in its sole discretion, designate a fiscal year for the Corporation.

ARTICLE XI

Amendments

Except as may otherwise be provided herein, a majority vote of the whole Board of Directors at any meeting of the Board, is required to amend or repeal any provision of these Bylaws.

ARTICLE XII

Indemnification of Officers and Directors

Section 1. Exculpation. No Director or Officer of the Corporation shall be liable fo r the acts, defaults, or omissions of any other Director or Officer, or for any loss sustained by the Corporation, unless the same has resulted from his own willful misconduct, willful neglect, or gross negligence.

Section 2. Indemnification. Each Director and Officer of the Corporation and each person who shall serve at the Corporation’s request as a director or officer of another corporation in which the Corporation owns shares of capital stock or of which it is a creditor shall be indemnified by the Corporation to the fullest extent permitted from time to time by the Nevada Revised Statutes against all reasonable costs, expenses and liabilities (including reasonable attorneys’ fees) actually and necessarily incurred by or imposed upon him in connection with, or resulting from any claim, action, suit,

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proceeding, investigation, or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a Director or Officer of the Corporation or such director or officer of such other corporation, whether or not he continues to be a Director or Officer of the Corporation or a director or officer of such other corporation, at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation, or inquiry to be liable for willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation. As to whether or not a Director or Officer was liable by reason of willful misconduc t, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each Director and Officer may conclusively rely upon an opinion of independent legal counsel selected by or in the manner designated by the Board of Directors. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights which such person may be entitled as a matter of law, and shall inure to his legal representatives’ benefit.

Section 3. Liability Insurance. The Corporation may purchas e and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, association, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not he is indemnified against such liability by this Article XII.

THESE BYLAWS are effective as of June 2, 2006.

/s/ Jeffrey P. Jacobs

Jeffrey P. Jacobs, Director

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EX-3.46

EXHIBIT 3.46

		Colorado Secretary of State
		Date and Time: 06/07/2006 04:20 PM
Document processing fee		Id Number: 20061233499
If document is filed on paper	$125.00
If document is filed electronically	$ 25.00	Document number: 20061233499
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Organization

filed pursuant to §7-90-301, et seq. and §7-80-204 of the Colorado Revised Statutes (C.R.S)

1. Entity name:	Jacobs Dakota Works, LLC
	(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”,“ltd. liability co.”, “limited”, “llc”, “l.l.c”, or “ltd.” §7-90-601, C.R.S.)
2. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):			o “bank” or “trust” or any derivative thereof
			o “credit union”				o “savings and loan”
			o “insurance”, “casualty”, “mutual”, or “surety”
3. Principal office street address:		17301 W. Colfax Ave., Suite 250
		(Street name and number)
		Golden				CO				80401
		(City)				(State)				(Postal/Zip Code)
						United States
		(Province — if applicable)				(Country — if not US)
4. Principal office mailing address
(if different from above):		(Street name and number or Post Office Box information)
		(City)				(State)				(Postal/Zip Code)
		(Province — if applicable				(Country — if not US)
5. Registered agent name (if an individual):		Wing		Samuel				E.
		(Last)			(First)				(Middle)		(Suffix)
OR (if a business organization):
6. The person identified above as registered agent has consented to being so appointed.
7. Registered agent street address:		1625 Broadway, Sixteenth Floor
		(Street name and number)
		Denver				CO				80202
		(City)				(State)				(Postal/Zip Code)

ARTORD_LLC Rev. 11/16/2005

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8. Registered agent mailing address (if different from above):
	(Street name and number or Post Office Box information)
	(City)			(State)			(Postal/Zip Code)
	(Province — if applicable)			(Country — if not US)
9. Name(s) and mailing address(es) of person(s) forming the limited liability company:
(if an individual)	Wing		Samuel			E.
	(Last)	(First)			(Middle)			(Suffix)
OR (if a business organization)
	1625 Broadway, Sixteenth Floor
	(Street name and number or Post Office Box information)
	Denver			CO			80202
	(City)			(State)			(Postal/Zip Code)
				United States
	(Province — if applicable			(Country — if not US)
(if an individual)
	(Last)	(First)			(Middle)			(Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)			(State)			(Postal/Zip Code)
				United States
	(Province — if applicable)			(Country — if not US)
(if an individual)
	(Last)	(First)			(Middle)			(Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)			(State)			(Postal/Zip Code)
				United States
	(Province — if applicable)			(Country — if not US)
(If more than three persons are forming the limited liability company, mark this box o and include an attachment stating the true names and mailing addresses of all additional persons forming the limited liability company)
10. The management of the limited liability company is vested in managers ý OR is vested in the members o
11. There is at least one member of the limited liability company.

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12.	(Optional) Delayed effective date:			.
		(mm/dd/yyyy)
13.	Additional information may be included pursuant to other organic statutes such as title 12, C.R.S.  If applicable, mark this box ý and include an attachment stating the additional information.
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.
14.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:		Fogoros		Adam		J.
			(Last)		(First)		(Middle)		(Suffix)
			1625 Broadway, Sixteenth Floor
			(Street name and number or Post Office Box information)
			Denver			CO		80202
			(City)			(State)		(Postal/Zip Code)
						United States
			(Province — if applicable)			(Country — if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box  o  and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty.  While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

ARTORA_LLC REV. 11/16/2005

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EX-3.47

EXHIBIT 3.47

Jacobs Dakota Works, LLC

Operating Agreement

This Operating Agreement (this “Agreement”) is entered into this 7^th day of June 2006, by and between Jacobs Dakota Works, LLC (the “Company”), and Jacobs Entertainment, Inc., a Delaware corporation (the “Member”).

For good and valuable consideration, the parties, intending legally to be bound, agree as follows:

Section I

Defined Terms

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

“Act” means the Colorado Limited Liability Company Act, as amended from time to time.

“Agreement” means this Agreement, as amended from time to time.

“Cash Flow” means all cash funds derived from operations of the Company (including interest received), without reduction for any noncash charges, but less cash funds used to pay current operating expenses and to pay or establish reasonable reserves for future expenses, debt payments, capital improvements, and replacements as determined by the General Manager.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means the limited liability company subject to this Agreement.

“CSOS” means the Colorado Secretary of State.

“General Manager” is the Person designated as such in Section V.

“Member” means Jacobs Entertainment, Inc. and any Person who subsequently is admitted as a member of the Company.

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“Membership Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Membership Interest; (ii) right to inspect the Company’s books and records; and (iii) right to participate in the management of and vote on matters coming before the Company.

“Person” means and includes any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.

“Regulation” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means, voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

Section II

Formation and Name: Office; Purpose; Term

2.1. Organization. The Member has organized the Company pursuant to the Act.

2.2. Name of the Company. The name of the Company shall be “Jacobs Dakota Works, LLC.”  The Company may do business under that name and under any other name or names upon which the General Manager selects. If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file a trade name certificate as required by law.

2.3. Purpose. The purpose of the Company is to engage in any lawful business.

2.4. Term. The term of the Company began upon the acceptance of the Articles of Organization by the CSOS and shall continue in existence in perpetuity, unless its existence is sooner terminated pursuant to Section VII of this Agreement.

2.5. Principal Office. The principal office of the Company in the State of Colorado shall be located at 17301 W. Colfax Ave., Suite 250, Golden, Colorado 80401 or at any other place which the General Manager selects.

2.6. Resident Agent. The name and address of the Company’s resident agent in the State of Colorado shall be Samuel E. Wing, Esq., located at 1625 Broadway, Sixteenth Floor, Denver, Colorado 80202.

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Section III

Member; Capital; Capital Accounts

3.1. Initial Capital Contributions. Upon the execution of this Agreement, the Member shall contribute to the Company a lease and option agreement with a cost to the Member of approximately $500,000.

3.2. Additional Capital Contributions. The Member shall not be required to contribute any additional capital to the Company, and shall have no personal liability for any obligation of the Company.

3.3. No Interest on Capital Contributions. The Member shall not be paid interest on its Capital Contribution.

3.4. Return of Capital Contributions. Except as otherwise provided in this Agreement, the Member shall not have the right to receive the return of any Capital Contribution.

3.5. Loans. The Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

Section IV

Profit, Loss, and Distributions

4.1. Distributions of Cash Flow and Allocations of Profit or Loss.

4.1.1. Profit or Loss. All Profit and Loss shall be allocated to the Member.

4.1.2. Cash Flow. Cash Flow for each taxable year of the Company shall be distributed to the Member no later than seventy-five (75) days after the end of the taxable year, or at such other time as the General Manager shall determine.

4.2. Liquidation and Dissolution.

4.2.1. If the Company is liquidated, the assets of the Company, after payment of all liabilities, shall be distributed to the Member.

4.2.2. The Member shall not be obligated to restore any “negative capital account.”

4.3. General.

4.3.1. Except as otherwise provided in this Agreement, the timing and amount of all distributions shall be determined by the General Manager.

4.3.2. The General Manager is hereby authorized, upon the advice of the Company’s tax counsel, to amend this Article IV to comply with the Code; provided, however,

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that no amendment shall materially affect distributions to the Member without the Member’s prior written consent.

Section V

Management: Rights, Powers, and Duties

5.1. Management.

5.1.1.General Manager. The Company shall be managed by a General Manager, who may, but need not, be the Member. Jacobs Entertainment, Inc. is hereby designated to serve as the initial General Manager.

5.1.2.General Powers. The General Manager shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, for Company purposes, the power to:

5.1.2.1. acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible;

5.1.2.2. construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property;

5.1.2.3. sell, dispose, trade, or exchange Company assets in the ordinary course of the Company’s business;

5.1.2.4. enter into agreements and contracts and to give receipts, releases, and discharges;

5.1.2.5. purchase liability and other insurance to protect the Company’s properties and business;

5.1.2.6. borrow money for and on behalf of the Company, and, in connection therewith, execute and deliver instruments authorizing the confession of judgment against the Company;

5.1.2.7. execute or modify leases with respect to any part or all of the assets of the Company;

5.1.2.8. prepay, in whole or in part, refinance, amend, modify, or extend any mortgages or deeds of trust which may affect any asset of the Company and in connection therewith to execute for and on behalf of the Company any extensions, renewals, or modifications of such mortgages or deeds of trust;

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5.1.2.9. execute any and all other instruments and documents which may be necessary or in the opinion of the General Manager desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Company;

5.1.2.10. make any and all expenditures which the General Manager, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting, and other related expenses incurred in connection with the organization, financing, and operation of the Company;

5.1.2.11. enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Company; and

5.1.2.12. invest and reinvest Company reserves in short-term instruments or money market funds.

5.1.3.Extraordinary Transactions. Notwithstanding anything to the contrary in this Agreement, the General Manager shall not undertake any of the following without the approval of the Members:

5.1.3.1. any sale of all or substantially all of the assets of the Company;

5.1.3.2. the Company’s lending more than $10,000 of its money on any one occasion;

5.1.3.3. the admission of additional members to the Company; and

5.1.3.4. the Company’s engaging in business in any jurisdiction which does not provide for the registration of limited liability companies.

5.2. Meetings of and Voting by Members. A meeting of the Member and the General Manager may be called at any time by either the Member or the General Manger. The Member may also act by written consent.

5.3. Personal Services.

5.3.1.The Member shall not be required to perform services for the Company solely by virtue of being a Member. Unless approved by the General Manager, the Member shall not perform services for the Company or be entitled to compensation for services performed for the Company.

5.3.2.Unless approved by the Member, the General Manager shall not be entitled to compensation for services performed for the Company. However, upon substantiation of the amount and purpose thereof, the General Manager shall be entitled to reimbursement for expenses reasonably incurred in connection with the activities of the Company.

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5.4. Duties of Parties.

5.4.1.A General Manager elected pursuant to this Operating Agreement shall perform his or her duties as a manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs his duties shall not have any liability by reason of being or having been a General Manager of the Company.

5.4.2.In performing his duties, a General Manager shall be entitled to rely on information, opinions, reports, or statements of the following persons or groups unless it has knowledge concerning the matter in question that would cause such reliance to be unwarranted:

5.4.2.1. one or more employees or other agents of the Company whom the General Manager reasonably believes to be reliable and competent in the matters presented;

5.4.2.2. any attorney, public accountant, or other person as to matters which the General Manager reasonably believes to be within such person’s professional or expert competence; or

5.4.2.3. a committee upon which he does not serve, duly designated in accordance with a provision of the Articles of Organization of the Company or this Agreement, as to matters within its designated authority, which committee the General Manager reasonably believes to merit confidence.

5.5. Liability and Indemnification.

5.5.1.The General Manager shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by the General Manager within the scope of the authority conferred on the General Manager by this Agreement, except for actions or omissions constituting fraud, gross negligence, or an intentional breach of this Agreement or applicable law.

5.5.2.The Company shall indemnify the General Manager for any act performed by the General Manager within the scope of the authority conferred on the General Manager by this Agreement, except for actions or omissions constituting fraud, gross negligence, or an intentional breach of this Agreement or applicable law. The Company shall promptly notify the Member whenever the General Manager has been so indemnified by the Company.

5.6. Power of Attorney.

5.6.1.Grant of Power. The Member constitutes and appoints the General Manager as the Member’s true and lawful attorney-in-fact (“Attorney-in-Fact”), and in the Member’s name, place and stead, to make, execute, sign, acknowledge, and file:

5.6.1.1. one or more articles of organization;

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5.6.1.2. all documents (including amendments to articles of organization) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;

5.6.1.3. any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Colorado or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Colorado;

5.6.1.4. one or more fictitious or trade name certificates; and

5.6.1.5. all documents which may be required to dissolve and terminate the Company and to cancel its articles of organization.

5.6.2.Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of a Membership Interest, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.

Section VI

Transfer of Interests and Withdrawals of Members

6.1. Transfers.

6.1.1.The Member may freely Transfer all or any portion of or any interest or rights in his/her/its Membership Rights or Membership Interest.

6.1.2.The Transfer of a Membership Interest pursuant to this Section 6.1 shall not result, however, in the Transfer of any of the transferor’s other Membership Rights, if any, and the transferee of the Membership Interest shall have no right to become a Member or exercise any Membership Rights other than those specifically pertaining to the ownership of a Membership Interest unless otherwise agreed by remaining Members holding a majority of Membership Interests.

6.2.Amendment to Operating Agreement. Upon transfer of Membership Rights if less than all of the Membership Rights, the Member and the transferee shall adopt such amendments to this Operating Agreement in order to facilitate the taxation of the Company as a partnership for purposes of state and federal income tax laws.

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Section VII

Dissolution, Liquidation, and

Termination of the Company

7.1. Events of Dissolution. The Company shall be dissolved upon the written election of the Member.

7.2. Liquidating Trustee. If the Company is dissolved, the General Manager shall act as liquidating trustee. The General Manager shall liquidate and reduce to cash the assets of the Company as promptly as is consistent with obtaining a fair value therefor and, unless otherwise required by law, shall apply and distribute the proceeds of liquidation, as well as any other Company assets, first, to the payment of creditors of the Company, including the Member in his/her/its capacity as a creditor, in satisfaction of the liabilities of the Company, then to the Member.

7.3. Filing of Statement of Dissolution. If the Company is dissolved pursuant to Section 7.1, the General Manager shall promptly file a Statement of Dissolution with the CSOS.

Section VIII

Books, Records, Accounting, and Tax Elections

8.1. Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts maintained in the Company’s name. The General Manager shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

8.2. Books and Records. The General Manager shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of transactions with respect to the conduct of the Company’s business. The books and records shall be maintained in accordance with sound accounting practices and shall be available at the Company’s registered office for inspection and copying at the reasonable request, and at the expense, of the Member during ordinary business hours. Without limiting any of the foregoing, the General Manager shall keep or cause to be kept at the registered office the following:

8.2.1.A current listing of the full name and last known business, residence, or mailing address of the Member and each General Manager, both past and present;

8.2.2.A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

8.2.3.Copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three most recent years;

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8.2.4.Copies of any currently effective Agreement, copies of any writings regarding contributions of members or members’ liability therefor, and copies of any financial statements of the Company for the three most recent years; and

8.2.5.A statement prepared and certified as accurate by the General Manager which describes the amount of cash and a description and statement of the agreed value of the other property or services contributed by the Member.

8.3. Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the General Manager, subject to the requirements and limitations of the Code.

8.4. Reports. Within seventy-five (75) days after the end of each taxable year of the Company, the General Manager shall cause to be sent to the Member: a report summarizing the fees and other remuneration paid by the Company to the Member, the General Manager, or any Affiliate in respect of the taxable year. In addition, within seventy-five (75) days after the end of each taxable year of the Company, the General Manager shall cause to be sent to the Member that tax information concerning the Company which is necessary for preparing the Member’s income tax returns for that year. At the request of the Member, and at the prepared by independent accountants for the period requested by the Member.

8.6. Tax Elections. The General Manager shall not have the authority to make any Company elections under the Code.

8.7. Title to Company Property. All real and personal property acquired by the Company shall be held and owned, and conveyance made, by the Company in its name.

Section IX

General Provisions

9.1. Assurances. The Member shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as the General Manager deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

9.2. Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a “notice”) required or permitted under this Agreement must be in writing and either delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested. Any notice to be given hereunder by the Company shall be given by the General Manager. A notice must be addressed to the Member at the Member’s last known address on the records of the Company. A notice to the Company must be addressed to the Company’s principal office. A notice delivered personally will be deemed given only when acknowledged in writing by the person to whom it is delivered. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. Any party may designate, by notice to

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all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

9.3. Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the Member and the Company. It supersedes all prior written and oral statements, agreements or understandings, including any prior representation, statement, condition, or warranty. Except as expressly provided otherwise herein, this Agreement may not be amended without the written consent of the Member.

9.4. APPLICABLE LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, AND INTERPRETATION OF THIS AGREEMENT AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW, NOT THE LAW RELATING TO CONFLICTS OF LAWS, OF THE STATE OF COLORADO.

9.5. Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

9.6. Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.

9.7. Jurisdiction and Venue. Any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court for the District of Colorado or any Colorado State Court having jurisdiction over the subject matter of the dispute or matter. All Members hereby consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

9.8. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the Person may in the context require.

9.9. Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

9.10. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

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IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to be executed, as of the date set forth hereinabove.

	JACOBS DAKOTA WORKS, LLC By: Jacobs Entertainment, Inc. its General Manager
	By:	/s/ Stephen R. Roark
	Name:	Stephen R. Roark
	Title:	CFO
SOLE MEMBER:	Jacobs Entertainment, Inc.
	By:	/s/ Stephen R. Roark
	Name:	Stephen R. Roark
	Title:	CFO

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EX-3.48

Exhibit 3.48

W. Fox McKeithen Secretary of State

ARTICLES OF ORGANIZATION (R.S. 12:1301)

Domestic Limited Liability Company Enclose $60.00 filing fee Make remittance payable to Secretary of State Do not send cash

Return to:

Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sec.state.la.us

STATE OF

Ohio

Check one:

ý   Business         o  Nonprofit

PARISH/COUNTY OF

Cuyahoga

1.  The name of this limited liability company is :

Jalou Diamond, L.L.C.

FOX McKEITHEN

SECRETARY OF STATE

2.  This company is formed for the purpose of: (check one)

RECEIVED & FILED

DATE   MAY 24 2002

ý

Engaging in any lawful activity for which limited liability companies may be formed.

o

(use for limiting activity)

3.  The duration of this limited liability company is : (may be perpetual)  perpetual

4.  Other provisions:

Signatures:

/s/ Stanley R. Gorom III

Stanley R. Gorom III, Incorporator

Sworn to and subscribe before me, the undersigned Notary Public, on this date:

5/23/02

/s/ Jennifer L. Garberich

Notary

Jennifer L. Garberich

Commission Expires 4/8/07

EX-3.49

EXHIBIT 3.49

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU DIAMOND L.L.C.

This Operating Agreement of JALOU DIAMOND L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of May 24, 2002 by Gameco Holdings, Inc., a Delaware corporation, the sole Member (the “Member”), of JALOU DIAMOND L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou Diamond L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

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c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member

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shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix

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the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross

4

negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

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22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GAMECO HOLDINGS, INC.
a Delaware corporation
By:	/s/ Jeffrey P. Jacobs
	Jeffrey P. Jacobs, Chief Executive Officer, President, Secretary and Treasurer

6

Schedule A

to JALOU DIAMOND L.L.C.

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Gameco Holdings, Inc.	1231 Main Avenue Cleveland, Ohio 44113	$	1,000.00	100	%

7

Schedule B

to JALOU DIAMOND L.L.C.

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Stewart	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.50

EXHIBIT 3.50

W. Fox McKeithen Secretary of State	ARTICLES OF ORGANIZATION (R.S. 12:1301)
	Domestic Limited Liability Company Enclose $60.00 filing fee Make remittance payable to Secretary of State Do not send cash	Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sec.state.la.us

STATE OF		Ohio					Check one:		ý   Business         o  Nonprofit
PARISH/COUNTY OF			Cuyahoga								FOX McKEITHEN
											SECRETARY OF STATE
1. The name of this limited liability company is:						Jalou Magic L.L.C.					RECEIVED & FILED
											DATE MAY 24, 2002
2. This company is formed for the purpose of: (check one)
ý	Engaging in any lawful activity for which limited liability companies may be formed.
o
(use for limiting activity)
3. The duration of this limited liability company is: (may be perpetual)								perpetual
4. Other provisions:
					Signatures:
					/s/ Stanley R. Gorom, III
					Stanley R. Gorom, III, Incorporator
Sworn to and subscribe before me, the undersigned Notary Public, on this date:										5/23/02
				/s/ Jennifer L. Garberid
				Notary
				Jennifer L. Garberid
				Commission Expires 4/8/07

EX-3.51

EXHIBIT 3.51

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU MAGIC L.L.C.

This Operating Agreement of JALOU MAGIC L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of May 24, 2002 by Gameco Holdings, Inc., a Delaware corporation, the sole Member (the “Member”), of JALOU MAGIC L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou Magic L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

1

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member

2

shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix

3

the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross

4

negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

5

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GAMECO HOLDINGS, INC.
a Delaware corporation
By:	/s/ Jeffrey P. Jacobs
	Jeffrey P. Jacobs, Chief Executive Officer, President, Secretary and Treasurer

6

Schedule A

to JALOU MAGIC L.L.C.

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Gameco Holdings, Inc.	1231 Main Avenue Cleveland, Ohio 44113	$	1,000.00	100	%

7

Schedule B

to JALOU MAGIC L.L.C.

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Stewart	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.52

EXHIBIT 3.52

Al Ater Secretary of State			ARTICLES OF ORGANIZATION (R.S. 12:1301)
			Domestic Limited Liability Company Enclose $75.00 filing fee Make remittance payable to Secretary of State Do not send cash					Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sos.louisiana.gov
STATE OF Ohio							Check one:		ý   Business         o  Nonprofit
PARISH/COUNTY OF Cuyahoga
1.  The name of this limited liability company is: Jalou of Vinton-Bingo, LLC
2.  This company is formed for the purpose of: (check one)
ý	Engaging in any lawful activity for which limited liability companies may be formed.
o
		(use for limiting activity)
3.  The duration of this limited liability company is: (may be perpetual) perpetual
4.  Other provisions:
AL ATER					Signatures:
SECRETARY OF STATE
RECEIVED & FILED					/s/ Christopher S.W. Blake
DATE MAR 07 2006					Christopher S. W. Blake, Esq., authorized representative
On this 6th day of March, 2006, before me, personally appeared Christopher S. W. Blake, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed it as his/her free act and deed.
NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY#
				AMY CAHILL		/s/ AMY CAHILL
[SEAL]				Notary Public, State of Ohio Notary Signature
				My Commission Expires Oct. 21, 2006
				Recorded in Lake County

[ILLEGIBLE] (See instructions on back)

EX-3.53

EXHIBIT 3.53

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU OF VINTON-BINGO, LLC

This Operating Agreement (this “Agreement”) of JALOU OF VINTON-BINGO, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of March 7, 2006 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”), of JALOU OF VINTON-BINGO, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou of Vinton-Bingo, LLC (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

1

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 718 S. Buchanan Street, Suite C, Second Floor, Lafayette, Louisiana 70501.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the

2

Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Stan W. Guidroz and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from

3

time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect

4

of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12:1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

5

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

JALOU L.L.C.
a Louisiana limited liability company
By:	/s/ Stan W. Guidroz
	Stan W. Guidroz, President and Manager

6

Schedule A

to JALOU OF VINTON-BINGO, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Jalou L.L.C.	718 S. Buchanan, Suite C Lafayette, LA 70501	$	1,000.00	100	%

7

Schedule B

to JALOU OF VINTON-BINGO, LLC

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Stan W. Guidroz	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.54

EXHIBIT 3.54

Al Ater Secretary of State	ARTICLES OF ORGANIZATION (R.S. 12:1301)
	Domestic Limited Liability Company Enclose $75.00 filing fee Make remittance payable to Secretary of State Do not send cash	Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sos.state.louisiana.gov

STATE OF Ohio					Check one:	ý   Business         o  Nonprofit
PARISH/COUNTY OF Cuyahoga
1. The name of this limited liability company is: Jalou of Vinton, LLC
2. This company is formed for the purpose of: (check one)
ý	Engaging in any lawful activity for which limited liability companies may be formed.
o
(use for limiting activity)
3. The duration of this limited liability company is: (may be perpetual) perpetual
4. Other provisions:
AL ATER			Signatures:
SECRETARY OF STATE
RECEIVED & FILED			/s/ Christopher S.W. Blake
DATE MAR 07 2006			Christopher S.W. Blake, Esq., authorized representative
On this 3rd day of March, 2006 before me, personally appeared Christopher S.W. Blake, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed it as his/her free act and deed.
NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY#
		AMY CAHILL
		/s/ AMY CAHILL
[SEAL]		Notary Public, State of Ohio
		My Commission Expires Oct. 21, 2006 Notary Signature
		Recorded in Lake County
[ILLEGIBLE]				(See instructions on back)

EX-3.55

EXHIBIT 3.55

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU OF VINTON, LLC

This Operating Agreement (this “Agreement”) of JALOU OF VINTON, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of March 7, 2006 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”), of JALOU OF VINTON, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou of Vinton, LLC (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

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c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 718 S. Buchanan Street, Suite C, Second Floor, Lafayette, Louisiana 70501.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the

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Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Stan W. Guidroz and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from

3

time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this

4

Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12:1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

JALOU L.L.C.
a Louisiana limited liability company
By:	/s/ Stan W. Guidroz
	Stan W. Guidroz, President and Manager

6

Schedule A

to JALOU OF VINTON, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of  Capital Contribution		Percentage Interest
Jalou L.L.C.	718 S. Buchanan, Suite C Lafayette, LA 70501	$	1,000.00	100	%

7

Schedule B

to JALOU OF VINTON, LLC

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Stan W. Guidroz	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

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EX-3.56

EXHIBIT 3.56

Al Ater Secretary of State			ARTICLES OF ORGANIZATION (R.S. 12:1301)
			Domestic Limited Liability Company Enclose $75.00 filing fee Make remittance payable to Secretary of State Do not send cash		Return to:		Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sos.louisiana.gov
STATE OF Ohio					Check one:			ý   Business         o   Nonprofit
PARISH/COUNTY OF Cuyahoga
1. The name of this limited liability company is: Jalou of St. Helena, L.L.C.
2. This company is formed for the purpose of: (check one)
ý	Engaging in any lawful activity for which limited liability companies may be formed.
o
	(use for limiting activity)
3. The duration of this limited liability company is: (may be perpetual) perpetual
4. Other provisions:
				Signatures:
				/s/ Christopher S.W. Blake
				Christopher S.W. Blake, Esq., authorized representative
On this 1st day of June 2006, before me, personally appeared Christopher S.W. Blake, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he/she executed it as his/her free act and deed.
NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY#
		AMY CAHILL
[SEAL]		Notary Public, State of Ohio
		My Commission Expires Oct. 21, 2006			/s/ AMY CAHIER
		Recorded in Lake County			Notary Signature
						AL ATER
						SECRETARY OF STATE
						RECEIVED & FILED
						DATE JUN 13 2006

[ILLEGIBLE] (See instructions on back)

EX-3.57

EXHIBIT 3.57

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU OF ST. HELENA, LLC

This Operating Agreement (this “Agreement”) of JALOU OF ST. HELENA, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of June 13, 2006 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”), of JALOU OF ST. HELENA, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou of St. Helena, LLC (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

1

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 718 S. Buchanan Street, Suite C, Second Floor, Lafayette, Louisiana 70501.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the

2

Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Stan W. Guidroz and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix

the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross

4

negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12:1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

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22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

JALOU L.L.C.
a Louisiana limited liability company
By:	/s/ Stan W. Guidroz
	Stan W. Guidroz, President and Manager

6

Schedule A

to JALOU OF ST. HELENA, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Jalou L.L.C.	718 S. Buchanan, Suite C Lafayette, LA 70501	$	1,000.00	100	%

7

Schedule B

to JALOU OF ST. HELENA, LLC

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Stan W. Guidroz	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.58

EXHIBIT 3.58

RESTATED AND AMENDED ARTICLES OF INCORPORATION

Jacobs Pinon Plaza Entertainment, Inc., a Nevada corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Nevada Revised Statutes, hereby certifies to the Secretary of State of Nevada that:

FIRST:  The Corporation desires to restate and amend its Articles of Incorporation as currently in effect as hereinafter provided.

SECOND: The provisions set forth in these Restated and Amended Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto. These Restated and Amended Articles of Incorporation correctly set forth the provisions of the Articles of Incorporation, as amended, of the Corporation.

THIRD:  These Restated and Amended Articles of Incorporation are filed with the Nevada Secretary of State before the issuance of any stock by the Corporation.

FOURTH:  The Articles of Incorporation of the Corporation are hereby amended and restated by striking in their entirety Articles 1 through 7, inclusive, and by substituting in lieu thereof the following:

ARTICLE I

Name

The name of the Corporation shall be Jacobs Pinon Plaza Entertainment, Inc.

ARTICLE II

Duration

The period of duration of the Corporation shall be perpetual.

ARTICLE III

Purpose

The purpose for which the Corporation is organized is the transaction of all lawful business for which corporations may be incorporated pursuant to Nevada law.

1

ARTICLE IV

Shares

The total number of shares of all classes which the Corporation has authority to issue is one thousand (1,000) shares of Common Stock, $0.01 par value.

The Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in these Restated and Amended Articles of Incorporation, including, but not limited to, the following rights and privileges:

(a)distributions may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of distributions;

(b)the holders of Common Stock shall have the right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

(c)upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

ARTICLE V

Cumulative Voting

Cumulative voting shall not be allowed in elections of directors or for any other purpose.

ARTICLE VI

Preemptive Rights

Holders of shares of the Corporation’s Common Stock shall have no preemptive rights to purchase additional shares of the same or any other class of the Corporation’s stock.

ARTICLE VII

Registered Office and Agent

The street address of the Corporation’s registered office in Nevada is:

6100 Neil Road, Suite 500

Reno, Nevada 80401

2

The name of the Corporation’s registered agent is:

The Corporation Trust Company

6100 Neil Road, Suite 500

Reno, Nevada 80401

ARTICLE VIII

Principal Office

The address of the Corporation’s principal office is:

17301 West Colfax Avenue, Suite 250

Denver, Colorado 80401

ARTICLE IX

Directors

The affairs of the Corporation shall be governed by a Board of Directors consisting of one (1) to three (3) directors, with the number of directors specified in or fixed in accordance with the Bylaws of the Corporation, as may be amended from time to time, except as to the number constituting the initial board which number shall be one (1).

ARTICLE X

Elimination of Personal Liability of a Director

To the fullest extent permitted by Nevada law, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE XI

Indemnification of Directors

The Corporation shall indemnify and advance expenses to a director of the Corporation to the fullest extent permitted by Nevada law, as the same exists or may hereafter be amended.

ARTICLE XII

Voting Requirements

The affirmative vote of the holders of a majority of the shares entitled to vote thereupon shall be required for approval or authorization of any (i) merger or consolidation of the Corporation with or into any other corporation; or (ii) sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation to any other corporation, person or entity; or (iii) the dissolution of the Corporation.

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ARTICLE XIII

Amendments

These Restated and Amended Articles of Incorporation of the Corporation can only be amended or repealed by the affirmative vote of the holders of a majority of the shares entitled to vote thereon.

ARTICLE XIV

Bylaws

The Bylaws may be altered, amended or repealed, or new bylaws may be adopted by the Board of Directors, subject to the right of the shareholders to alter and / or repeal the bylaws or adopt new bylaws.

ARTICLE XV

Incorporator

The name and address of the incorporator of the Corporation is as follows:

Name	Address
Samuel E. Wing	1625 Broadway, Sixteenth Floor
	Denver, Colorado 80202

IN WITNESS WHEREOF, Jacobs Pinon Plaza Entertainment, Inc. has caused these Restated and Amended Articles of Incorporation to be signed in its name and on its behalf by its Sole Incorporator on this 11^th day of November 2005.

JACOBS PINON PLAZA ENTERTAINMENT, INC.

/s/ Samuel E. Wing

Samuel E. Wing, Sole Incorporator

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EX-3.59

EXHIBIT 3.59

W. Fox McKeithen Secretary of State	ARTICLES OF ORGANIZATION (R.S. 12:1301)
	Domestic Limited Liability Company Enclose $60.00 filing fee Make remittance payable to Secretary of State Do not send cash	Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sec.state.la.us

STATE OF Ohio				Check one:		ý   Business         o  Nonprofit
PARISH/COUNTY OF Cuyahoga
1. The name of this limited liability company is: Jalou of St. Martin L.L.C.
2. This company is formed for the purpose of: (check one)
ý	Engaging in any lawful activity for which limited liability companies may be formed.
o
(use for limiting activity)
3. The duration of this limited liability company is: (may be perpetual) Perpetual
4. Other provisions:
			Signatures:
			/s/ Stanley R. Gorom III
			Stanley R. Gorom III, Incorporator
Sworn to and subscribe before me, the undersigned Notary Public, on this date:							[ILLEGIBLE]
		/s/ Jennifer L. Garberid						SEAL
		Notary
		Jennifer L. Garberid
		Commission Expires 2/13/02
N/K/A [ILLEGIBLE]					(See instructions on back)

EX-3.60

EXHIBIT 3.60

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU OF ST. MARTIN L.L.C.

This Operating Agreement of Jalou of St. Martin L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of October 9, 2001 by Gameco Holdings, Inc., a Delaware corporation, the sole Member (the “Member”), of Jalou of St. Martin L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301 et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou of St. Martin L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. in furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which maybe necessary. convenient or incidental to the accomplishment of the purposes of the Company;

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b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

2

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided

3

by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Mana^gers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager maybe removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

4

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318; or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate re^presentative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

5

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GAMECO HOLDINGS, INC.
a Delaware corporation
By:	/s/ Jeffrey P. Jacobs
	Jeffrey P. Jacobs, Chief Executive Officer,
	President, Secretary and Treasurer

6

Schedule A

to Jalou of St. Martin L.L.C.

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Gameco Holdings, Inc.	1231 Main Avenue Cleveland, Ohio 44113	$	1,000.00	100	%

Schedule B

to Jalou of St. Martin L.L.C.

Limited Liability Company Agreement

OFFICERS.

Name	Title
Jeffrey P. Jacobs	Chairman and Manager President
Ian M. Stewart	and Manager Secretary/Treasurer,
Reid M. Stewart	Executive Vice President and Manager

EX-3.61

EXHIBIT 3.61

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU L.L.C.

This Operating Agreement of Jalou L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of January 1, 2001 by Diversified Opportunities Group Ltd., an Ohio limited liability company, the sole Member (the “Member”) of Jalou L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member hereby states as follows:

1.Name. The name of the limited liability company hereby is Jalou L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

2

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

A.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

B.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

3

C.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

D.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

E.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally

4

associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Resignation. A Member may resign from the Company with the written consent of the Member. If a Member is permitted to resign pursuant to this Section, an additional member shall be admitted to the Company, subject to Section 19, upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.

5

19.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

b.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

c.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

21.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

22.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

23.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

24.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

25.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not

6

be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

DIVERSIFIED OPPORTUNITIES GROUP, LTD.,
an Ohio limited liability company
	By Its Manager: JACOBS ENTERTAINMENT, LTD., an Ohio limited liability company
	By:	/s/ Jeffrey P. Jacobs
		Jeffrey P. Jacobs, Manager

7

Schedule A

to Jalou L.L.C. Limited Liability Company Agreement

MEMBER

		Agreed Value of		Percentage
Name	Mailing Address	Capital Contribution		Interest
Diversified Opportunities Group Ltd.	1231 Main Avenue Cleveland, Ohio 44113	$	1,000.00	100	%

8

Schedule B

to Jalou L.L.C., Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Stewart	Secretary/Treasurer, Executive Vice President and Manager

9

EX-3.62

EXHIBIT 3.62

LIMITED LIABILITY COMPANY AGREEMENT

OF

HOUMA TRUCK PLAZA & CASINO, L.L.C.

This Operating Agreement of Houma Truck Plaza & Casino, L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of February 7, 2001, by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Houma Truck Plaza & Casino, L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Houma Truck Plaza & Casino, L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

2

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

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b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. Any one of the Managers may, from time to time as he deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless otherwise designated in writing, if the

4

title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by any one of the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall

6

be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
JALOU L.L.C.,
a Louisiana limited liability company
By:	/s/ Ian M. Stewart
	Ian M. Stewart, President and Manager

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Schedule A

to Houma Truck Plaza & Casino, L.L.C. Limited Liability Company Agreement

MEMBER

		Agreed Value of		Percentage
Name	Mailing Address	Capital Contribution		Interest
Jalou L.L.C.	10515 Colonial Downs Parkway. New Kent, Virginia 23124	$	1,000.00	100	%

8

Schedule B

to Houma Truck Plaza & Casino, L.L.C. Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

9

EX-3.63

EXHIBIT 3.63

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU – CASH’S L.L.C.

This Operating Agreement of Jalou – Cash’s L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of January 26, 2001  by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Jalou – Cash’s L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou - Cash’s L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

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6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

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d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. Any one of the Managers may, from time to time as he deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless otherwise designated in writing, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by any one of the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with

4

others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

5

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
JALOU L.L.C.,
a Louisiana limited liability company
By:	/s/ Ian M. Stewart
	Ian M. Stewart, President and Manager

6

Schedule A

to Jalou – Cash’s L.L.C. Limited Liability Company Agreement

MEMBER

		Agreed Value of		Percentage
Name	Mailing Address	Capital Contribution		Interest
Jalou L.L.C.	10515 Colonial Downs Parkway New Kent, Virginia 23124	$	1,000.00	100	%

7

Schedule B

to Jalou – Cash’s L.L.C. Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.64

EXHIBIT 3.64

LIMITED LIABILITY COMPANY AGREEMENT

OF

LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C.

This Operating Agreement of Lucky Magnolia Truck Stop and Casino, L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of January 11, 2002 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Lucky Magnolia Truck Stop and Casino, L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Lucky Magnolia Truck Stop and Casino, L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

2

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

3

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. Any one of the Managers may, from time to time as he deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless otherwise designated in writing, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by any one of the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with

4

others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318; or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

5

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
JALOU L.L.C..,
a Louisiana limited liability company
By:	/s/ Ian M. Stewart
	Ian M. Stewart, Manager

6

Schedule A

to Lucky Magnolia Truck Stop and Casino, L.L.C. Limited Liability Company Agreement

MEMBER

		Agreed Value of		Percentage
Name	Mailing Address	Capital Contribution		Interest
Jalou L.L.C.	10515 Colonial Downs Parkway New Kent, Virginia 23124	$	1,000.00	100	%

7

Schedule B

to Lucky Magnolia Truck Stop and Casino, L.L.C., Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Stewart	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.65

EXHIBIT 3.65

LIMITED LIABILITY COMPANY AGREEMENT

OF

BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.

This Operating Agreement of Bayou Vista Truck Plaza and Casino, L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of January 1, 2001 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Bayou Vista Truck Plaza and Casino L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Bayou Vista Truck Plaza and Casino, L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

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6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or

3

implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

4

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

5

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
JALOU L.L.C.,
a Louisiana limited liability company
By:	/s/ Ian M. Stewart
	Ian M. Stewart, Manager

6

Schedule A

to Bayou Vista Truck Plaza and Casino, L.L.C. Limited Liability Company Agreement

MEMBER

		Agreed Value of		Percentage
Name	Mailing Address	Capital Contribution		Interest
Jalou L.L.C.	10515 Colonial Downs Parkway New Kent, Virginia 23124	$	1,000.00	100	%

7

Schedule B

to Bayou Vista Truck Plaza and Casino, L.L.C., Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.66

EXHIBIT 3.66

LIMITED LIABILITY COMPANY AGREEMENT

OF

RACELAND TRUCK PLAZA AND CASINO, L.L.C.

This Operating Agreement of Raceland Truck Plaza and Casino, L.L.C., a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of February, 2002 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”) of Raceland Truck Plaza and Casino, L.L.C. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Raceland Truck Plaza and Casino, L.L.C. (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

2

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or

3

implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. Any one of the Managers may, from time to time as he deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless otherwise designated in writing, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by any one of the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

4

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

5

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
JALOU L.L.C.,
a Louisiana limited liability company
By:	/s/ Ian M. Stewart
	Ian M. Stewart, President and Manager

6

Schedule A

to RACELAND TRUCK PLAZA AND CASINO, L.L.C. Limited Liability Company
Operating Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Jalou L.L.C.	10515 Colonial Downs Parkway.	$	1,000.00	100	%
	New Kent, Virginia 23124

7

Schedule B

to RACELAND TRUCK PLAZA AND CASINO, L.L.C. Limited Liability Company
Operating Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.67

EXHIBIT 3.67

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU BREAUX BRIDGE, LLC

This Operating Agreement of Jalou Breaux Bridge, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of January 30, 2003 by Gameco Holdings, Inc., a Delaware corporation, the sole Member (the “Member”), of JALOU Breaux Bridge, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301 et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou Breaux Bridge LLC (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

1

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

2

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall, not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

3

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts. deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 maybe revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

4

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318; or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

5

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire A^greement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Intentionally Omitted.

23.Governing Law. This Agreement shall be governed by. and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all ri^ghts and remedies being ^governed by said laws.

24.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered. by the Member.

25.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable taw, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER:
GAMECO HOLDINGS, INC.
a Delaware corporation
By:	/s Jeffrey P. Jacobs
Jeffrey P. Jacobs, President

6

Schedule A

to Jalou Breaux Bridge, LLC Limited Liability Company
Operating Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution	Percentage Interest
Gameco Holdings, Inc	10510 Colonial Downs Parkway New Kent, Virginia 23124

7

Schedule B

to Jalou Breaux Bridge, LLC Limited Liability Company
Operating Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Secretary/Treasurer, Executive Vice President

8

EX-3.68

EXHIBIT 3.68

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU EUNICE, LLC

This Operating Agreement of JALOU EUNICE, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of March 27, 2003 by Gameco Holdings, Inc., a Delaware corporation, the sole Member (the “Member”), of JALOU EUNICE, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou Eunice, LLC  (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member

2

shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from

3

time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this

4

Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

5

21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GAMECO HOLDINGS, INC.
a Delaware corporation
By:	/s/ Jeffrey P. Jacobs
	Jeffrey P. Jacobs, Chief Executive Officer,
	President, Secretary and Treasurer

6

Schedule A

to JALOU EUNICE, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Gameco Holdings, Inc.	1231 Main Avenue Cleveland, Ohio 44113	$	1,000.00	100	%

7

Schedule B

to JALOU EUNICE, LLC

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Stewart	Secretary/Treasurer, Executive Vice President and Manager

8

EX-3.69

EXHIBIT 3.69

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU OF JEFFERSON, LLC

This Operating Agreement of JALOU OF JEFFERSON, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of September 23, 2003 by Gameco Holdings, Inc., a Delaware corporation, the sole Member (the “Member”), of JALOU OF JEFFERSON, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou of Jefferson, LLC (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23124.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member

2

shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from

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time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this

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Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

GAMECO HOLDINGS, INC.
a Delaware corporation
By:	/s/ Ian M. Stewart
	Ian M. Stewart, Vice-President

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Schedule A

to JALOU OF JEFFERSON, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Gameco Holdings, Inc.	1231 Main Avenue Cleveland, Ohio 44113	$	1,000.00	100	%

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Schedule B

to JALOU OF JEFFERSON, LLC

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Ian M. Stewart	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

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EX-3.70

EXHIBIT 3.70

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU OF LAROSE, LLC

This Operating Agreement of JALOU OF LAROSE, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of November 4, 2005 by Jalou L.L.C., a Louisiana limited liability company, the sole Member (the “Member”), of JALOU OF LAROSE, LLC (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member does hereby state as follows:

1.Name. The name of the limited liability company hereby is Jalou of Larose, LLC  (the “Company”).

2.Organization. The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose. The Company is formed for the object and purpose of:

a.Owning and operating various truck stop facilities and casinos;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office. The principal business office of the Company shall be located at 1869 Mills Highway, Breaux Bridge, Louisiana  70517.

6.Registered Agent and Office. The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State. The Member may change the registered agent or registered office by appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such or the registered office changes, the Member

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shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members. The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions. The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement. The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions. The Member is not required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers. The Company will have three (3) Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers. The Managers shall be Jeffrey P. Jacobs, Stan W. Guidroz and Reid M. Smith.

b.Term of Office. Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies. If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from

3

time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers. Any Manager may be removed, either with or without cause, at any time, by the Member. The vacancy caused by any such removal may be filled by the Member.

14.Officers. The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President, Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers. Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 14 may be revoked at any time by the Managers. The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification. No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct. To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this

4

Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments. A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member. If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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21.Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member. The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

JALOU L.L.C.
a Louisiana limited liability company
By:	/s/ Jeffrey P. Jacobs
	Jeffrey P. Jacobs
	Chairman and Manager

6

Schedule A

to JALOU OF LAROSE, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage Interest
Jalou L.L.C.	10515 Colonial Downs Parkway New Kent, VA 23124	$	1,000.00	100	%

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Schedule B

to JALOU OF LAROSE, LLC

Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman and Manager
Stan W. Guidroz	President and Manager
Reid M. Smith	Secretary/Treasurer, Executive Vice President and Manager

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EX-3.71

EXHIBIT 3.71

ARTICLES OF ORGANIZATION

OF

COLONIAL DOWNS, LLC

The undersigned, desiring to form a limited liability company under the provisions of the Virginia Limited Liability Company Act, Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended (the “Act”), hereby sets forth the following:

Article I.Name. The name of the Limited Liability Company is Colonial Downs, LLC (the “Company”).

Article II.Registered Office and Agent. The post office address of the initial registered office of the Company is located within the City of Richmond at 701 East Byrd Street, Richmond, Virginia 23219. The initial registered agent is James L. Weinberg, whose business address is the same as the post office address of the initial registered office, and who is a resident of Virginia and a member of the Virginia State Bar.

Article III.Principal Office. The principal office of the Company is located at 10515 Colonial Downs Parkway, New Kent, VA 23214.

Article IV.Duration. The Company shall have a perpetual duration until dissolved or terminated in accordance with the Act.

Article V.Written Operating Agreement. Any operating agreement entered into by the members of the Company, and any amendments or restatements thereof, shall be in writing. No oral agreement among any of the members or managers of the Company shall be deemed or construed to constitute any portion of, or otherwise affect the interpretation of, any written operating agreement of the Company, as amended and in existence from time to time.

Article VI.Indemnification and Elimination of Liability.

A.Definitions. As used in this Article, the following terms shall have the following meanings: (i) ”applicant” means the person seeking indemnification pursuant to this Article, (ii) ”expenses” includes counsel fees, (iii) ”liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding, (iv) ”party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding,

(v) “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, (vi) ”Authorized Managers” means the manager or managers of the Company authorized to make determinations, decisions and votes on behalf of the Company with regard to any matter set forth in this Article VI, and (vii) ”members,” “managers,” “employees” or “agents” include past, present and future members, managers, employees or agents and their respective heirs, executors and administrators.

B.Elimination of Liability for Monetary Damages. In any proceeding brought by or in the right of the Company or brought by or on behalf of its members, no manager or member shall be liable to the Company or its members for any monetary damages with respect to any transaction, occurrence, course of conduct, or otherwise, except for liability resulting from such manager’s or member’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities laws, or except as otherwise expressly provided by the applicable laws of the Commonwealth of Virginia or any written operating agreement of the Company in effect from time to time.

C.Indemnification of Members and Managers. The Company shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a member in the right of the Company or brought by or on behalf of members of the Company, by reason of the fact that he is or was a manager of the Company, or (ii) any manager who is or was serving at the request of the Company as an officer, director, member, manager, partner, or trustee of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities laws, or except as otherwise expressly provided by the applicable laws of the Commonwealth of Virginia or any written operating agreement of the Company in effect from time to time. A person is considered to be serving an employee benefit plan at the Company’s request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Authorized Managers are hereby empowered, by a majority vote of a quorum of disinterested Authorized Managers (or if such a quorum cannot be obtained, by such other bodies or individuals as permitted to determine whether indemnification is proper under Section E below), to enter into a contract to indemnify any manager in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

D.Absence of Presumption. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the applicant did not meet the standard of conduct described in Section C of this Article.

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E.Determination for Indemnification. Any indemnification under Section C of this Article (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in Section C of this Article. The determination shall be made: (i) by the Authorized Managers by a majority vote of a quorum consisting of Authorized Managers not at the time parties to the proceeding, (ii) if a quorum cannot be obtained under clause (i) of this Section, then if the Authorized Managers (including any Authorized Managers who are parties to the proceeding) so elect in their discretion, by majority vote of a committee duly designated by the Authorized Managers (in which designation Authorized Managers who are parties may participate), consisting solely of two or more managers not at the time parties to the proceeding, or (iii) if a quorum of Authorized Managers cannot be obtained and a committee is not designated under clauses (i) and (ii) of this Section, by special legal counsel selected by the Authorized Managers, in which selection Authorized Managers who are parties may participate, or (iv) if no quorum of authorized Managers, committee or special counsel is obtained as provided above, by the members, but membership interests owned by or voted under the control of managers who are at the time parties to the proceeding may not be voted on the determination. Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under clause (iii) of this Section to select counsel. Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Authorized Managers after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement or reimbursement of expenses with respect to any claim for indemnification made pursuant to this Article shall be made by special legal counsel agreed upon by the Authorized Managers and the applicant. If the Authorized Managers and the applicant are unable to agree upon such special legal counsel, the Authorized Managers and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

F.Expenses. The Company shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under Section E of this Article if the applicant furnishes the Company (i) a written statement of his good faith belief that he has met the standard of conduct described in Section C of this Article, and (ii) a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct, which undertaking shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment. Authorizations of payments under this Section shall be made by the persons specified in Section E of this Article.

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G.Indemnification of Employee and Agents. The Authorized Managers are hereby empowered, by majority vote of a quorum consisting of disinterested Authorized Managers (or if such a quorum cannot be obtained, by such bodies or individuals as permitted to determine whether indemnification is proper under Section E above), to cause the Company to indemnify or contract to indemnify any person not specified in Section C of this Article who was, is or may become a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section C of this Article. The provisions of Sections D through F of this Article, inclusive, shall be applicable to any indemnification provided hereafter pursuant to this Section.

H.Insurance. The Company may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and also may procure insurance, in such amounts as the Authorized Managers may determine, on behalf of any person who is or was a manager, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, member, manager, trustee, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Company would have power to indemnify him against such liability under the provisions of this Article.

I.Nonexclusive. The indemnification expressly provided in this Article, or which may hereafter be provided pursuant to the power conferred by this Article on the Authorized Managers, shall not be exclusive of (i) any right to indemnification provided or mandated by the applicable laws of the Commonwealth of Virginia, as enacted and amended from time to time, or (ii) any rights under any policies of insurance that may be purchased and maintained by the Company or others, with respect to claims, issues or matters in relation to which the Company would not have the power to indemnify such person under the provisions of this Article. This Article shall not prevent or restrict the power of the Company to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Authorized Managers (whether or not any of the Authorized Managers of the Company shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the

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extent that it is determined to be contrary to the applicable laws of the Commonwealth of Virginia.

J.Amendment or Repeal; Implementation. No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or repeal. The Company shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article and shall promptly pay or reimburse all reasonable expenses, including attorneys’ fees, incurred by any such manager, employee or agent in connection with such actions and determinations or proceedings of any kind arising therefrom.

K.Severability. Each provision of this Article shall be severable, and an adverse determination as to any one or more provisions of this Article shall in no way affect the validity of any remaining provisions of this Article.

Article VII.Manager-Managed Company. The Company shall be a “manager-managed limited liability company” within the meaning of the Act, and no member of the Company, solely by reason of such member’s membership in the Company, shall be considered or relied upon to be an agent of the Company for the purpose of binding the Company with respect to any transaction or other obligation whatsoever.

Dated: August 28, 2002
	/s/ James L. Weinberg
	James L. Weinberg, Organizer

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EX-3.72

EXHIBIT 3.72

OPERATING AGREEMENT

COLONIAL DOWNS, LLC

THIS OPERATING AGREEMENT (“Agreement”) is made as of August 30, 2002 by COLONIAL HOLDINGS, INC., a Virginia corporation (“Colonial Holdings” or the “Member”), as the sole initial Member and the sole initial Manager of COLONIAL DOWNS, LLC, a Virginia limited liability company (the “Company”). (Colonial Holdings and all subsequent members of the Company are referred to collectively as the “Members”).

NOW, THEREFORE, the parties agree as follows:

1.ORGANIZATION.

1.1Formation. The Company is a Virginia limited liability company and shall be subject to the terms of this Agreement.

1.2Name and Address. The Company’s name is Colonial Downs, LLC. The Company’s principal business office shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23219, or such other place as the Manager may advise the Members.

1.3Purpose. The Company’s purpose is to hold, operate, improve, lease, finance, refinance and dispose of certain real estate located in New Kent County, Virginia (the “Property”).

1.4Term. The Company shall have a perpetual duration, unless terminated sooner as provided below or in the Virginia Limited Liability Company Act, Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended and in force from time to time (the “Act”).

2.CAPITAL CONTRIBUTIONS.

2.1Initial Contributions. Colonial Holdings, as the sole initial Member, has contributed funds to the Company’s capital sufficient to acquire the Property described in Exhibit A hereto.

2.2Additional Contributions. No Member shall be required to make additional contributions to the Company’s capital, nor shall any Member be personally liable for any Company obligations.

2.3Interest and Return of Capital. No Member will receive interest on any contributions to the Company’s capital. Except as expressly provided in Section 7 below, no Member may withdraw from the Company nor require the Company to liquidate its interest in the Company before the Company’s dissolution and termination.

2.4Advances. Any advance of money by a Member to the Company and any payment made by a Member in satisfaction of a Company liability shall be considered a loan from the Member to the Company. The Company shall repay all such loans from a Member, upon such terms and with such interest as is mutually agreed upon in writing by the advancing Member and the Company.

3.DISTRIBUTIONS TO MEMBERS.

3.1Ratio. Cash Available for Distribution, as defined below, shall be distributed to the Members in proportion to their Membership Interests, as defined below.

3.2Definitions.

3.2.1  Cash Available for Distribution means revenues from the Property’s operation, mortgage refinancing and sales of Company property, to the extent such revenues exceed Company expenses, debt service obligations and a reserve for contingencies as determined by the Manager in their reasonable discretion.

3.2.2  Membership Interests of the Members means such Member’s percentage ownership interest in the Company and rights and obligations with respect thereto. The Members’ Membership Interests in the Company shall be as follows:

Colonial Holdings100%

4.ALLOCATION OF PROFIT AND LOSS.

4.1Capital Accounts. A separate Capital Account shall be maintained for each Member in accordance with Section 1.704.1(b) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”).

4.2Effect of Sale or Exchange. In the event of a permitted sale, exchange or other assignment of a Membership Interest in the Company, the Capital

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Account of the assignor shall become the Capital Account of the assignee to the extent it relates to the assigned Membership Interest.

4.3Distributions. All distributions of cash or other property (except upon the Company’s dissolution, which shall be governed by the applicable provisions of the Act and Section 8 hereof) shall be made to the Members on a pro rata basis in accordance with their respective Membership Interests. All distributions of cash or property shall be made at such time and in such aggregate amounts as determined by the Manager. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section.

4.4Allocations. All items of income, gain, loss, deduction and credit, whether resulting from operations of the Company or in connection with its dissolution, shall be allocated to the Members’ Capital Accounts as well as for federal, state and local income tax purposes to the Members on a pro rata basis in accordance with their respective Membership Interests.

5.FINANCIAL RECORDS. The Company shall maintain such bank accounts as the Manager considers appropriate. Withdrawals from such accounts may be made by such persons as the Manager determines. The Company shall maintain full and accurate books at its principal office. All Members shall have the right to inspect and examine the books at all reasonable times.

6.MANAGEMENT.

6.1Manager. Colonial Holdings shall serve as the Company’s initial manager (the “Manager”) until replaced by vote of Members holding a majority of the Membership Interests. The Manager shall have full charge of the management, conduct and operation of the Company’s business and shall take all action required of the Company hereunder. The Manager shall have all of the powers, authority and rights to act on the Company’s behalf as the Manager considers consistent with the furtherance of any Company purpose and appropriate for the conduct of the Company’s business. Without limiting the foregoing, the Manager shall have the right to purchase, sell, lease and otherwise dispose of the Property and to borrow on the Company’s behalf with or without providing security for such borrowing.

6.2Other Members. No Member other than the Manager shall take part in the management or control of the Company’s business, nor shall have any authority to act on behalf of or otherwise bind the Company.

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6.3Third Party Reliance. Whenever action is required by the Company, the action of the Manager acting alone shall be required and shall be sufficient to bind the Company. Any document obligating the Company shall be signed by the Manager on the Company’s behalf and no other signature shall be required. Any party doing business with the Company shall not be required to determine if the Manager has actual authority to act on the Company’s behalf and may rely on documents signed by the Manager on the Company’s behalf.

6.4Reimbursement. The Company shall reimburse the Manager for out-of-pocket expenses incurred on the Company’s behalf in the Company’s organization and conduct of the Company’s business.

7.ASSIGNMENTS; RESIGNATIONS.

7.1Assignment and Admission Generally. No Membership Interest of a Member shall be sold, exchanged, conveyed, transferred or otherwise assigned, either in whole or in part, and whether before, upon or after such Member’s dissolution or death (i) except as provided in Section 7.2 hereof or upon the written consent of the Members, or (ii) unless at the time there is only a single Member, in which case no such consent shall be required. Notwithstanding the foregoing, no assignee of a Membership Interest shall be admitted as a Member of the Company, except upon the written consent of the Members. Upon any such admission, the assignee shall automatically become bound and obligated as a Member hereunder, and shall execute all such documents and instruments as the Manager deems appropriate to evidence such admission. The Manager may require the assignee to pay all reasonable expenses in connection with such admission.

7.2Encumbrances. The Membership Interest of a Member, or the right to distributions therefrom, may be pledged, hypothecated, subjected to a security interest or otherwise encumbered to secure a bona fide borrowing; provided, that the instrument evidencing such encumbrance is duly filed with the Company. Notwithstanding the foregoing, no person who acquires any Membership Interest as a result of such an encumbrance shall be admitted as a Member except upon written consent of the Members. If such consent is given, such person shall automatically become bound and obligated as a Member hereunder, and shall execute all such documents and instruments as the Members deem appropriate to evidence such admission. The Manager may require such person to pay all reasonable expenses in connection with such admission.

7.3Absolute Prohibition. Notwithstanding any other provision in this Section 7, the Membership Interest of a Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred, pledged, hypothecated, subjected to a security interest or otherwise assigned or encumbered, if (i) the Company is then classified for federal income tax purposes as a

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partnership and as a result of such action, the Company’s partnership status would be terminated for federal income tax purposes in the opinion of counsel for the Company (unless the remaining Members holding a majority of the Membership Interests held by all the remaining Members consent to such termination) or (ii) such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.

7.4Acquisition Of Additional Membership Interests; Admission. No person shall be permitted to acquire any Membership Interest from the Company, in addition to that acquired by the initial Member as of the date hereof, except upon the written consent of the Members. Notwithstanding the foregoing, any person who acquires a Membership Interest from the Company, other than the Membership Interest acquired by the sole initial Member as of the date hereof, shall not be admitted as a Member of the Company with respect to such Membership Interest except upon the written consent of the Members. Upon any such admission, such person shall automatically become bound and obligated as a Member hereunder, and shall execute all such documents and instruments as the Manager deems appropriate to evidence such admission. The Manager may require such person to pay all reasonable expenses in connection with such admission.

7.5Resignation. No Member shall be entitled to resign from the Company, except upon the unanimous written consent of the Members.

7.6Additional Requirements. In addition to all requirements imposed in this Section 7, any admission of a Member or assignment of a Membership Interest shall be subject to all restrictions relating thereto expressly imposed by the Act or the Company’s Articles of Incorporation.

7.7Effect Of Prohibited Action. Any assignment or other action in violation of this Section 7 shall be void ab initio and of no force or effect whatsoever.

8.DISSOLUTION AND TERMINATION

8.1Generally. The Company shall be dissolved and terminated before the end of its term upon the first to occur of the following events (“Liquidating Events”):

1.the unanimous vote of the Members to terminate the Company;

2.the sale or other disposition of substantially all of the Company’s assets; or

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3.any event which under the express terms of the Company’s Articles of Incorporation requires dissolution of the Company.

The death, resignation, retirement, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates a Member’s continued membership in the Company shall not cause the Company to be dissolved.

8.2Distributions. Upon the occurrence of a Liquidating Event, the Manager shall oversee the winding up of the Company’s business and shall liquidate or distribute in kind the Company’s assets. The Manager shall apply or distribute the proceeds of such liquidation and other Company assets as follows:

1.first, to pay Company debts (including debts owed to Members) and liquidation expenses; and

2.second, to the Members in accordance with Section 3.1 above.

8.3No Deficit Restoration. No Member whose Capital Account has a deficit balance upon the Company’s liquidation shall be obligated to contribute to the Company’s capital with respect to such deficit. A deficit Capital Account shall not be considered to represent a Member’s obligation to the Company, any Company creditor or any other Member, for any purpose whatsoever.

8.4Accounting. As soon as reasonably practical, the Manager shall provide each Member with a statement approved by the Manager that sets forth the Company’s assets and liabilities as of the date of complete liquidation and the manner in which the Company’s assets are to be distributed.

8.5Termination of Company. Upon compliance with the foregoing distribution plan, the Manager shall prepare and file a certificate of cancellation on the Company’s behalf.

9.GENERAL PROVISIONS.

9.1Governing Law. This Agreement shall be construed and the Members’ rights and liabilities shall be determined in accordance with the laws of the Commonwealth of Virginia, other than its conflict of laws provisions.

9.2Binding Effect. This Agreement shall be binding on and inure to the benefit of the Members’ successors in interest.

9.3Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or

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unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.4Entire Agreement. This Agreement contains the entire understanding between the Members regarding the subject matter of this Agreement and supersedes all prior written or oral agreements between them regarding the subject matter of this Agreement. No representation, agreement, arrangement or understanding, oral or written, exists between the Members relating to the subject matter of this Agreement, that is not fully expressed herein.

The undersigned, being the sole initial Member of the Company as of the date hereof, hereby agrees, acknowledges and certifies that the foregoing Operating Agreement constitutes the sole and entire Operating Agreement of the Company, adopted by the sole initial Member of the Company effective as of the date first written above, and shall be binding on the Company notwithstanding that the Company has only a single Member as of such effective date.

SOLE INITIAL MEMBER
AND MANAGER:	COLONIAL HOLDINGS, INC.,
	a Virginia corporation
	By:	/s/ Ian M. Stewart
		Ian M. Stewart, President

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Exhibit A

Property Description

Tract One:  All that tract of land, with improvements thereon and appurtenances thereto, lying and being in Cumberland District, New Kent County, Virginia, containing 74.621 acres, as depicted on “Plat Showing 74.621 Acres of Land Lying East of Kentland Trail” dated May 8, 2002. Made by Koontz-Bryant, P.C., stamped and signed on September 20, 2002, by George L. Bryant, III, Land Surveyor. A true copy of the plat is attached hereto and recorded herewith. Reference is here made to the plat for a complete and accurate description of the land conveyed.

Tract Two:  All that tract of land, with improvements thereon and appurtenances thereto, lying and being in Cumberland District, New Kent County, Virginia, containing 136.0 + acres, as depicted on “Plat Showing 136.0 + Acres of Land Lying Southwest of Kentland Trail” dated May 8, 2002. Made by Koontz-Bryant, P.C., stamped and signed on September 20, 2002, by George L. Bryant, III, Land Surveyor. A true copy of the plat is attached hereto and recorded herewith. Reference is here made to the plat for a complete and accurate description of the land conveyed.

Tract Three:  All that tract of land, with improvements thereon and appurtenances thereto, lying and being in Cumberland District, New Kent County, Virginia, containing 61.651 acres, as depicted on “Plat Showing 61.651 Acres of Land Lying North of Kentland Trail” dated May 8, 2002. Made by Koontz-Bryant, P.C., stamped and signed on September 20, 2002, by George L. Bryant, III, Land Surveyor. A true copy of the plat is attached hereto and recorded herewith. Reference is here made to the plat for a complete and accurate description of the land conveyed.

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EX-3.73

Exhibit 3.73

W. Fox McKeithen Secretary of State			ARTICLES OF ORGANIZATION (R.S. 12:1301)
			Domestic Limited Liability Company Enclose $60.00 filing fee Make remittance payable to Secretary of State Do not send cash				Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sec.state.la.us
STATE OF Ohio						Check one:		ý   Businesso  Nonprofit
PARISH/COUNTY OF Cuyahoga
1.  The name of this limited liability company is: JRJ Properties, LLC
2.  This company is formed for the purpose of: (check one)
ý	Engaging in any lawful activity for which limited liability companies may be formed.
o
		(use for limiting activity)
3.  The duration of this limited liability company is: (may be perpetual) perpetual
4.  Other provisions:
									FOX McKEITHEN
									SECRETARY OF STATE
									RECEIVED & FILED
									DATE   2-4-03
					Signatures:
					/s/ Christopher S.W. Blake
					Christopher S.W. Blake, Esq.,
					Authorized Representative
Sworn to and subscribe before me, the undersigned Notary Public, on this date: 2/3/2003
				/s/ [ILLEGIBLE]
				Notary
[SEAL]				[ILLEGIBLE]
				Notary Public - State of Ohio
				My Commission Expires June 24, 2007

[ILLEGIBLE] (See instructions on back)

EX-3.74

EXHIBIT 3.74

LIMITED LIABILITY COMPANY AGREEMENT

OF

JRJ PROPERTIES, LLC

This Operating Agreement of JRJ Properties, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of February 5, 2003 by Jalou, L.L.C., a Louisiana limited liability company, the sole Member (the “Member”), and JRJ Properties, LLC. (the “Company” as defined herein).

The Company has been formed pursuant to and in accordance with the Limited Liability Company Act of Louisiana (Louisiana Limited Liability Act § 12:1301et seq.) as amended from time to time (the “Act”), and the Member and Company hereby agree as follows:

1.Name.  The name of the limited liability company hereby is JRJ Properties, LLC (the “Company”).

2.Organization.  The Company has been formed as a Louisiana limited liability company pursuant to the provisions of the Act.

3.Purpose.  The Company is formed for the object and purpose of:

a.Acquiring by purchase, lease, contribution of property or otherwise, owning, holding, selling, conveying, transferring or disposing of any real property;

b.Pursuing any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets;

c.Exercising all powers which may be legally exercised under the Act; and

d.Engaging in any activities reasonable necessary or convenient to the foregoing.

4.Powers.  In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:

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a.acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

b.act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

c.take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

d.operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

e.borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;

f.invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement;

g.prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

h.enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company;

i.employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;

j.enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and

k.do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the

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Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

5.Principal Business Office.  The principal business office of the Company shall be located at 1400 E. Bayou Parkway, #3A, Lafayette, Louisiana  70508.

6.Registered Agent and Office.   The registered agent and the registered office shall be as stated in the Articles of Organization filed with the Louisiana Secretary of State.  The Member may change the registered agent or registered office by appropriate filings with the Secretary of State.  In the event the registered agent ceases to act as such or the registered office changes, the Member shall promptly designate a new registered agent or file a notice of change of registered office, as the case may be.

7.Members.  The name and the mailing address of the Member is set forth on Schedule A attached hereto.

8.Limited Liabilities.  Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

9.Capital Contributions.  The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.  The Member will contribute the amount of United States Dollars to the Company as listed on Schedule A attached hereto.

10.Additional Contributions.  The Member is not required to make any additional capital contribution to the Company.  However, a Member may make additional capital contributions to the Company in such amounts and at such times as shall be determined by the Member.

11.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated to the Member.

12.Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Management. The management of the Company shall be vested in Managers.    The Company will have three (3) Managers.  The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.

a.Selection of Managers.  The Managers shall be Jeffrey P. Jacobs, Ian M. Stewart and Reid M. Smith.

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b.Term of Office.  Each Manager shall hold office until his or her earlier resignation, removal from office, or death.

c.Vacancies.  If a Manager shall vacate his/her position, such vacancy shall be filled by the decision of the Member.

d.General Powers of Managers.  Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:

i.To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.

ii.To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.  In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.

iii.The business and affairs of the Company shall be managed and conducted by the Managers.  Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.

e.Removal of Managers.  Any Manager may be removed, either with or without cause, at any time, by the Member.  The vacancy caused by any such removal may be filled by the Member.

14.Officers.  The Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”), assign in writing titles (including, without limitation, Chairman, President,  Vice President, Treasurer and Secretary) to any such persons and set forth in writing such persons’ duties and powers.  Unless the Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally

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associated with that office.  Any delegation pursuant to this Section 14 may be revoked at any time by the Managers.  The names and titles of the initial officers of the Company are set forth on Schedule B attached hereto.

15.Other Business.  The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others.  The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

16.Exculpation and Indemnification.  No Member, Manager or Officer shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that a Member, Manager or Officer shall be liable for any such loss, damage or claim incurred by reason of such Member’s, Manager’s or Officer’s gross negligence or willful misconduct.  To the fullest extent permitted by applicable law, a Member, Manager or Officer shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Member, Manager or Officer by reason of any act or omission performed or omitted by such Member, Manager or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member, Manager or Officer by this Agreement, except that no Member, Manager or Officer shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Member, Manager or Officer by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

17.Assignments.  A Member may assign in whole or in part its limited liability company interest by a written instrument executed by the Member.  If a Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

18.Admission of Additional Members.  One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

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19.Dissolution.

a.The Company shall be dissolved upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with R.S. 12:1318;  or (iii) upon entry of a decree of judicial dissolution under R.S. 12: 1335, as amended.

b.As soon as possible following the occurrence of any of the events specified in this Section effecting the dissolution of the Company, the appropriate representative of the Company shall execute Articles of Dissolution to dissolve the Company in such form as shall be prescribed by the Louisiana Secretary of State and file same with the Louisiana Secretary of State’s office.

c.The bankruptcy of the Member will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

d.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Part VII. of the Act.

20.Separability of Provisions.  Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

21.Entire Agreement.  This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

22.Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Louisiana (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

23.Amendments.  This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

24.Sole Benefit of Member.  The provisions of this Agreement (including Section 11) are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER:
JALOU, L.L.C.,
a Louisiana limited liability company
By:	/s/ Ian M. Stewart
	Ian M. Stewart, President and Manager

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Schedule A

to JRJ Properties, LLC Limited Liability Company Agreement

MEMBER

		Agreed Value of		Percentage
Name	Mailing Address	Capital Contribution		Interest
Jalou L.L.C	10510 Colonial Downs Parkway	$	1,000.00	100	%
	New Kent, Virginia 23124

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Schedule B

to JRJ Properties, LLC Limited Liability Company Agreement

OFFICERS

Name	Title
Jeffrey P. Jacobs	Chairman
Ian M. Stewart	President
Reid M. Smith	Secretary/Treasurer, Executive Vice President

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EX-3.75

EXHIBIT 3.75

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION

VIRGINIA CONCESSIONS, L.L.C.

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended, the undersigned states as follows:

1.The name of the limited liability company is Virginia Concessions, L.L.C. (the “Company”).

2.The address of the initial registered office in Virginia is c/o Hirschler, Fleischer, Weinberg, Cox & Allen, 701 East Byrd Street, 15th Floor, Richmond, Virginia 23219. This address is located in the City of Richmond.

3.The initial registered agent of the Company is James L. Weinberg, Esquire, who is a resident of the Commonwealth of Virginia, a member of the Virginia State Bar, and whose business address is the same as that of the initial registered office of the Company.

4.The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is 1231 Main Avenue, Cleveland, Ohio 44113.

5.The period of duration of the Company is until December 31, 2025.

6.The Company will be managed by a Manager or Managers.

7.Signature:

/s/ James L. Weinberg	11/15/95
James L. Weinberg, Esquire	Date
Organizer

EX-3.76

EXHIBIT 3.76

AMENDED AND RESTATED OPERATING AGREEMENT

VIRGINIA CONCESSIONS, L.L.C

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) is made as of February 22, 2002 by JACOBS ENTERTAINMENT, INC., a Delaware corporation (“JEI” or the “Member”), as the sole Member and the sole Manager of VIRGINIA CONCESSIONS, L.L.C., a Virginia limited liability company (the “Company”).  (JEI and all subsequent members of the Company are referred to collectively as the “Members”).

NOW, THEREFORE, the parties agree as follows:

1.ORGANIZATION.

1.1Formation.  The Company is a Virginia limited liability company and shall be subject to the terms of this Agreement.

1.2Name and Address.  The Company’s name is Virginia Concessions, L.L.C.  The Company’s principal business office shall be located at 10515 Colonial Downs Parkway, New Kent, Virginia 23219, or such other place as the Manager may advise the Members.

1.3Purpose.  The Company’s purpose is to own, operate, manage, and dispose of assets and to provide food and beverage services to facilities owned by Colonial Downs, L.P., a Virginia limited partnership (the “Assets”).

1.4Term.  The Company shall have a perpetual duration, unless terminated sooner as provided below or in the Virginia Limited Liability Company Act, Chapter 12 of Title 13.1 of the Code of Virginia of 1950, as amended and in force from time to time (the “Act”).

2.CAPITAL CONTRIBUTIONS.

2.1Initial Contributions.  JEI, as successor-in-interest and as the sole Member, has contributed funds to the Company’s capital sufficient to permit the Company to acquire and operate the Assets.

2.2Additional Contributions.  No Member shall be required to make additional contributions to the Company’s capital, nor shall any Member be personally liable for any Company obligations.

2.3Interest and Return of Capital.  No Member will receive interest on any contributions to the Company’s capital.  Except as expressly provided in Section 7 below, no Member may withdraw from the Company nor require the Company to liquidate its interest in the Company before the Company’s dissolution and termination.

2.4Advances.  Any advance of money by a Member to the Company and any payment made by a Member in satisfaction of a Company liability shall be considered a loan from the Member to the Company.  The Company shall repay all such loans from a Member, upon such terms and with such interest as is mutually agreed upon in writing by the advancing Member and the Company.

3.DISTRIBUTIONS TO MEMBERS.

3.1Ratio.  Cash Available for Distribution, as defined below, shall be distributed to the Members in proportion to their Membership Interests, as defined below.

3.2Definitions.

3.2.1  Cash Available for Distribution means revenues from the Company’s operations and sales of Company property, to the extent such revenues exceed Company expenses, debt service obligations and a reserve for contingencies as determined by the Manager in its reasonable discretion.

3.2.2  Membership Interests of the Members means such Member’s percentage ownership interest in the Company and rights and obligations with respect thereto.  The Members’ Membership Interests in the Company shall be as follows:

JEI 100 %

4.ALLOCATION OF PROFIT AND LOSS.

4.1Capital Accounts.  A separate Capital Account shall be maintained for each Member in accordance with Section 1.704.1(b) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”).

4.2Effect of Sale or Exchange.  In the event of a permitted sale, exchange or other assignment of a Membership Interest in the Company, the Capital Account of the assignor shall become the Capital Account of the assignee to the extent it relates to the assigned Membership Interest.

4.3Distributions.  All distributions of cash or other property (except upon the Company’s dissolution, which shall be governed by the applicable provisions of the Act and Section 8 hereof) shall be made to the Members on a pro rata basis in accordance with their respective Membership Interests.  All distributions of cash or property shall be made at such time and in such aggregate amounts as determined by the Manager.  All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members

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from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section.

4.4Allocations.  All items of income, gain, loss, deduction and credit, whether resulting from operations of the Company or in connection with its dissolution, shall be allocated to the Members’ Capital Accounts as well as for federal, state and local income tax purposes to the Members on a pro rata basis in accordance with their respective Membership Interests.

5.FINANCIAL RECORDS.  The Company shall maintain such bank accounts as the Manager considers appropriate.  Withdrawals from such accounts may be made by such persons as the Manager determines.  The Company shall maintain full and accurate books at its principal office.  All Members shall have the right to inspect and examine the books at all reasonable times.

6.MANAGEMENT.

6.1Manager.  JEI shall serve as the Company’s manager (the “Manager”) until replaced by vote of Members holding a majority of the Membership Interests.  The Manager shall have full charge of the management, conduct and operation of the Company’s business and shall take all action required of the Company hereunder.  The Manager shall have all of the powers, authority and rights to act on the Company’s behalf as the Manager considers consistent with the furtherance of any Company purpose and appropriate for the conduct of the Company’s business.  Without limiting the foregoing, the Manager shall have the right to purchase, sell, lease and otherwise dispose of the Property and to borrow on the Company’s behalf with or without providing security for such borrowing.

6.2Other Members.  No Member other than the Manager shall take part in the management or control of the Company’s business, nor shall have any authority to act on behalf of or otherwise bind the Company.

6.3Third Party Reliance.  Whenever action is required by the Company, the action of the Manager acting alone shall be required and shall be sufficient to bind the Company.  Any document obligating the Company shall be signed by the Manager on the Company’s behalf and no other signature shall be required.  Any party doing business with the Company shall not be required to determine if the Manager has actual authority to act on the Company’s behalf and may rely on documents signed by the Manager on the Company’s behalf.

6.4Reimbursement.  The Company shall reimburse the Manager for out-of-pocket expenses incurred on the Company’s behalf in the Company’s organization and conduct of the Company’s business.

6.5Designation of Officers by Manager.  The Manager designates the following individuals to be officers of the Company with such authority and duties that customarily are associated with such office set forth opposite each individual’s name as if the Company were a corporation formed under Virginia law:

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Jeffrey P. Jacobs	President
Ian M. Stewart	Vice President

7.ASSIGNMENTS; RESIGNATIONS.

7.1Assignment and Admission Generally.  No Membership Interest of a Member shall be sold, exchanged, conveyed, transferred or otherwise assigned, either in whole or in part, and whether before, upon or after such Member’s dissolution or death (i) except as provided in Section 7.2 hereof or upon the written consent of the Members, or (ii) unless at the time there is only a single Member, in which case no such consent shall be required.  Notwithstanding the foregoing, no assignee of a Membership Interest shall be admitted as a Member of the Company, except upon the written consent of the Members.  Upon any such admission, the assignee shall automatically become bound and obligated as a Member hereunder, and shall execute all such documents and instruments as the Manager deems appropriate to evidence such admission.  The Manager may require the assignee to pay all reasonable expenses in connection with such admission.

7.2Encumbrances.  The Membership Interest of a Member, or the right to distributions therefrom, may be pledged, hypothecated, subjected to a security interest or otherwise encumbered to secure a bona fide borrowing; provided, that the instrument evidencing such encumbrance is duly filed with the Company.  Notwithstanding the foregoing, no person who acquires any Membership Interest as a result of such an encumbrance shall be admitted as a Member except upon written consent of the Members.  If such consent is given, such person shall automatically become bound and obligated as a Member hereunder, and shall execute all such documents and instruments as the Members deem appropriate to evidence such admission.  The Manager may require such person to pay all reasonable expenses in connection with such admission.

7.3Absolute Prohibition.  Notwithstanding any other provision in this Section 7, the Membership Interest of a Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred, pledged, hypothecated, subjected to a security interest or otherwise assigned or encumbered, if (i) the Company is then classified for federal income tax purposes as a partnership and as a result of such action, the Company’s partnership status would be terminated for federal income tax purposes in the opinion of counsel for the Company (unless the remaining Members holding a majority of the Membership Interests held by all the remaining Members consent to such termination) or (ii) such action would result in a violation of federal or state securities laws in the opinion of counsel for the Company.

7.4Acquisition of Additional Membership Interests; Admission.  No person shall be permitted to acquire any Membership Interest from the Company, in addition to that acquired by the Member as of the date hereof, except upon the written consent of the Members.  Notwithstanding the foregoing, any person who acquires a Membership Interest from the Company, other than the Membership Interest acquired by the sole Member as of the date hereof, shall not be admitted as a Member of the Company with respect to such Membership Interest except upon the written consent of the Members.  Upon any such admission, such person shall automatically

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become bound and obligated as a Member hereunder, and shall execute all such documents and instruments as the Manager deems appropriate to evidence such admission.  The Manager may require such person to pay all reasonable expenses in connection with such admission.

7.5Resignation.  No Member shall be entitled to resign from the Company, except upon the unanimous written consent of the Members.

7.6Additional Requirements.  In addition to all requirements imposed in this Section 7, any admission of a Member or assignment of a Membership Interest shall be subject to all restrictions relating thereto expressly imposed by the Act or the Company’s Articles of Incorporation.

7.7Effect of Prohibited Action.  Any assignment or other action in violation of this Section 7 shall be void ab initio and of no force or effect whatsoever.

8.DISSOLUTION AND TERMINATION

8.1Generally.  The Company shall be dissolved and terminated before the end of its term upon the first to occur of the following events (“Liquidating Events”):

1.the unanimous vote of the Members to terminate the Company;

2.the sale or other disposition of substantially all of the Company’s assets; or

3.any event which under the express terms of the Company’s Articles of Incorporation requires dissolution of the Company.

The death, resignation, retirement, expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates a Member’s continued membership in the Company shall not cause the Company to be dissolved.

8.2Distributions.  Upon the occurrence of a Liquidating Event, the Manager shall oversee the winding up of the Company’s business and shall liquidate or distribute in kind the Company’s assets.  The Manager shall apply or distribute the proceeds of such liquidation and other Company assets as follows:

1.first, to pay Company debts (including debts owed to Members) and liquidation expenses; and

2.second, to the Members in accordance with Section 3.1 above.

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8.3No Deficit Restoration.  No Member whose Capital Account has a deficit balance upon the Company’s liquidation shall be obligated to contribute to the Company’s capital with respect to such deficit.  A deficit Capital Account shall not be considered to represent a Member’s obligation to the Company, any Company creditor or any other Member, for any purpose whatsoever.

8.4Accounting.  As soon as reasonably practical, the Manager shall provide each Member with a statement approved by the Manager that sets forth the Company’s assets and liabilities as of the date of complete liquidation and the manner in which the Company’s assets are to be distributed.

8.5Termination of Company.  Upon compliance with the foregoing distribution plan, the Manager shall prepare and file a certificate of cancellation on the Company’s behalf.

9.GENERAL PROVISIONS.

9.1Governing Law.  This Agreement shall be construed and the Members’ rights and liabilities shall be determined in accordance with the laws of the Commonwealth of Virginia, other than its conflict of laws provisions.

9.2Binding Effect.  This Agreement shall be binding on and inure to the benefit of the Members’ successors in interest.

9.3Severability.  If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

9.4Entire Agreement.  This Agreement contains the entire understanding between the Members regarding the subject matter of this Agreement and supersedes all prior written or oral agreements between them regarding the subject matter of this Agreement.  No representation, agreement, arrangement or understanding, oral or written, exists between the Members relating to the subject matter of this Agreement, that is not fully expressed herein.

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The undersigned, being the sole Member of the Company as of the date hereof, hereby agrees, acknowledges and certifies that the foregoing Amended and Restated Operating Agreement constitutes the sole and entire Amended and Restated Operating Agreement of the Company, adopted by the sole Member of the Company effective as of the date first written above, and shall be binding on the Company notwithstanding that the Company has only a single Member as of such effective date.

SOLE MEMBER
AND MANAGER:	JACOBS ENTERTAINMENT, INC.,
	a Delaware corporation
	By:	/s/ Jeffrey P. Jacobs
	Name: Jeffrey P. Jacobs
	Title: Chief Executive Officer

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EX-3.77A

Exhibit 3.77A

ARTICLES OF INCORPORATION

OF

OLD DOMINION RACING ASSOCIATION, INC.

I, the undersigned natural person, do hereby form a stock corporation under the provisions of Chapter 9 of Title 13.1, Code of Virginia, and to that end set forth the following;

ARTICLE I. The name of the corporation is Old Dominion Racing Association, Inc. (the “Corporation”).

ARTICLE II. The period of its duration is perpetual.

ARTICLE III. The purposes for which the Corporation is organized are:

(a)To engage in all aspects of the business of horse racing (including, without limitation, the ownership and operation of horse racing facilities with pari-mutuel wagering) and to carry on all activities necessary or incidental thereof.

(b)To acquire by purchase, exchange, contract, lease, options for lease, assignment of lease or otherwise, and to own, equip, erect, build, construct, finance, maintain, operate and improve; and to sell, lease, mortgage, pledge, transfer, or otherwise dispose of, properties of all kinds, real and personal.

(c)To apply for, obtain, purchase, or otherwise acquire, any licenses, trademarks, trade names, patents, franchises, copyrights, rights, processes, formulas, and the like, which may be capable of being used for any of the purposes of the Corporation; and to use, exercise, develop and otherwise deal in or with the same.

(d)To make and perform any contracts and to do any acts and things, and to exercise any powers suitable, convenient or proper for the accomplishment of any of the objects and purposes herein enumerated or incidental to the powers herein specified, or which at any time may appear conductive to or expedient for the accomplishment of any of such objects or purposes.

(e)To serve as a or the general partner of limited partnerships which engage in activities in which the Corporation may engage.

(f)In general, to carry on any other business connected with or incidental to the foregoing objects and purposes, and to have and exercise, without

limitation, all the powers conferred now or hereafter by the laws of the Commonwealth of Virginia upon corporations formed under the Virginia Stock Corporation Act.

(g)The foregoing objects and purposes shall, except when otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause of this or any other article of these Articles of Incorporation or of any amendments thereof, and shall each be regarded as independent, and construed as powers as well as objects and purposes.

ARTICLE IV. The aggregate number of shares which the Corporation shall have authority to issue is twenty thousand (20,000), consisting of ten thousand (10,000) shares of the class designated as “Class A Common Stock” and ten thousand (10,000) shares of the class designated as “Class B Common Stock.” Such two classes are collectively referred to as “Common.” The par value of each share of such class is ten cents ($.10).

ARTICLE V. There are no preferences, qualifications, limitations, restrictions, or special or relative rights in respect to the shares of the class designated as “Common”, except as hereinafter provided. The shares of Common shall have the following rights and privileges:

(a)Both Class A Common Stock and Class B Common Stock shall have the right to participate in dividends and all other financial benefits of ownership of stock of the Corporation.

(b)The Class A Common Stock shall have the exclusive right to vote on all matters on which shareholders shall be entitled by law to vote. There shall be no cumulative voting on any issue and each share of such stock which is issued and outstanding shall be entitled to one (1) vote on each matter which is submitted to a vote of the stockholders.

(c)Without limiting the generality of the foregoing sub-paragraphs, on any and all matters on which the stockholders shall have a right by law or otherwise to vote (including but not limited to, any sale of any or

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substantially all the assets of the Corporation, any liquidation of the Corporation in whole or in part, or any merger of the Corporation), the affirmative vote of the holders of more than fifty percent (50%) of the issued and outstanding Class A Common Stock of the Corporation shall be required, and there shall not be applicable to the Corporation any provision of law allowing or requiring a greater vote.

ARTICLE VI. Provisions limiting or denying to stockholders of the Corporation the preemptive right to acquire additional shares of the stock of Corporation are:

No stockholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class or stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

ARTICLE VII. The number of directors constituting the initial Board of Directors of the Corporation is three (3), and thereafter the number of directors constituting the Board of Directors shall be fixed in the By-Laws of the Corporation. The names and post office addresses of the persons who are to serve as directors until the first annual meeting of stockholders, and until their successors are elected and shall qualify are:

Name	Address
Joseph A. De Francis	P.O. Box 130
	Laurel, Maryland 20725
Martin Jacobs	P.O. Box 130
	Laurel, Maryland 20725
Karin M. Van Dyke	P.O. Box 130
	Laurel, Maryland 20725

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ARTICLE VIII. Provisions for the regulation of the internal affairs of the Corporation are:

(a)All powers and authority of the Corporation shall be vested in and exercised by the Board of Directors.

(b)The Board of Directors shall have the power, without the consent or vote of the stockholders, to make, alter, amend, or repeal the bylaws of the Corporation.

(c)No contract or transaction between this Corporation and any of its directors, or between this Corporation and any other corporation, firm, association, or other legal entity, shall be invalid by reason of the fact that one or more directors of this Corporation has a direct or indirect interest, pecuniary or otherwise, in such corporation, firm, association, or legal entity, or because the interested director was present at the meeting of the Board of Directors which acted upon or in reference to such contract or transaction, or because he participated in such action, provided that the interest of each such director shall have been disclosed to or known by the Board, and a majority of the disinterested members of the Board shall have nonetheless ratified and approved such contract or transaction. Such interested director or directors may be counted in determining whether a quorum is present for the meeting at which such ratification or approval is given. If the vote of such interested director or directors is, or was, necessary for the approval of such contract or transaction, then such contract or transaction shall, with disclosure of the director’s or directors’ interest, be submitted for the approval or ratification of the stockholders.

ARTICLE IX. The post office address of the initial registered office of the Corporation is 13000 Grey Friars Place, Herndon, Virginia 22071. The name of the County in which the initial registered office is located is Fairfax. The name of the initial registered agent at such address is David B. Tatge, who is a resident of Virginia and a member of the Virginia State Bar.

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ARTICLE X. In any proceeding brought by or in the right of the Corporation, there shall be no damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct except that the liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.

ARTICLE XI. The name and post office address of the incorporator is:

Name	Address
Mary Beth Ryan	1250 Connecticut Ave., N.W.
	Washington, D.C. 20036

IN WITNESS WHEREOF, I have set my hand and seal to these Articles of Incorporation, and do hereby acknowledge the same to be my act on this 14th day of September, 1993.

/s/ Mary Beth Ryan

Mary Beth Ryan

Incorporator

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EX-3.77B

EXHIBIT 3.77B

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

OLD DOMINION RACING ASSOCIATION, INC.

The undersigned, being the Vice President of Old Dominion Racing Association, Inc., hereby certifies to the State Corporation Commission:

FIRST: The name of the Corporation is Old Dominion Racing Association, Inc. (The “Corporation”).

SECOND: The Articles of Incorporation of the Corporation are hereby amended by striking in its entirety Article I and inserting in lieu thereof the following:

Article I.  The name of the corporation is Old Dominion Jockey Club, Inc. (the “Corporation”).

THIRD: The amendment to the Articles of Incorporation as set forth above was deemed advisable by the directors of the Corporation and was duly approved by unanimous written consent of the Board of Directors of the Corporation on September 21, 1993, in accordance with the Virginia Stock Corporation Act.  No shareholder action is required as no shares of the Corporation have been issued to date.

The undersigned, being the Vice President of Old Dominion Racing Association, Inc., has executed these Articles of Incorporation on behalf of the Corporation and hereby acknowledges the foregoing amendment to be the corporate act of said Corporation.

Date: September 21, 1993

/s/ Martin Jacobs

Martin Jacobs

Vice President

EX-3.77C

EXHIBIT 3.77C

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

OLD DOMINION JOCKEY CLUB, INC.

The undersigned, being the Vice President of OLD DOMINION JOCKEY CLUB, INC., hereby certifies to the State Corporation Commission:

FIRST: The name of the Corporation is OLD DOMINION JOCKEY CLUB, INC. (the “Corporation”).

SECOND: The Articles of Incorporation of the Corporation are hereby amended by these Articles of Amendment by striking out Article I of the Articles of Incorporation in its entirety and inserting in lieu thereof the following:

“ARTICLE I.  The name of the Corporation is Maryland-Virginia Racing Circuit, Inc. (the “Corporation”).”

THIRD: The foregoing amendment was adopted on March 15, 1995.

FOURTH: The foregoing amendment was adopted by the unanimous written consent of the shareholders.

The undersigned Vice President of the Corporation has executed these Articles of Amendment on behalf of the Corporation, acknowledges the foregoing amendment to be the corporate act of the Corporation and declares that the facts herein stated are true on the 19^th day of April, 1995.

OLD DOMINION JOCKEY CLUB, INC.
By:	/s/ Martin Jacobs
	Martin Jacobs
	Vice President

EX-3.77D

EXHIBIT 3.77D

MARYLAND-VIRGINIA RACING CIRCUIT, INC.

ARTICLES OF AMENDMENT

MARYLAND-VIRGINIA RACING CIRCUIT, INC., a Virginia corporation (hereinafter called “Corporation”), hereby certifies to the Virginia State Corporation Commission that:

FIRST: The name of the corporation is:

Maryland-Virginia Racing Circuit, Inc.

SECOND: The charter of the Corporation is amended by striking out ARTICLE VII of the Articles of Incorporation and inserting in lieu thereof the following:

ARTICLE VII: The property, affairs and business of the Corporation shall be managed by a Board of Directors.  The number of Directors constituting the Board of Directors of the Corporation shall be seven (7).

THIRD: The foregoing amendment was adopted on November 27, 2002.

FOURTH: This amendment does not increase the authorized stock of the Corporation.

FIFTH: The Board of Directors of the Corporation, by written consent to such action signed by all the members thereof and filed with the minutes of proceedings of the Board, adopted a resolution in which was set forth the foregoing amendment to the charter declaring that the said amendment to the charter was advisable and in the best interests of the Corporation.

SIXTH: A consent in writing, setting forth approval of the amendment of the charter of the Corporation hereinabove set forth, was signed by all Stockholders of the Corporation entitled to vote thereon, and such consent is filed with the records of the Corporation.

SEVENTH: The amendment of the charter of the Corporation as hereinabove set forth has been duly advised by the Board of Directors and approved by the Stockholders entitled to vote thereon of the Corporation in the manner and by the vote required by law.

IN WITNESS WHEREOF, the Corporation has caused this instrument to be signed in its name and on its behalf by its President, Joseph A. DeFrancis and attested by its Executive Vice President, Karin M. DeFrancis on the 27^th day of November, 2002.

THE UNDERSIGNED acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects and that this statement is made under the penalties of perjury.

WITNESS:	MARYLAND-VIRGINIA RACING
	CIRCUIT, INC.
/s/ Karin M. DeFrancis	By:	/s/ Joseph A. DeFrancis
Karin M. DeFrancis,	Joseph A. DeFrancis, President
Executive Vice President

EX-4.3

EXHIBIT 4.3

PLEDGE AGREEMENT dated as of June 16, 2006 (the “Agreement”), among JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation (“Black Hawk” and, together with Borrower, the “Pledgors”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

Reference is made to (a) the Credit Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), CIBC World Markets Corp., as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender, CIT Lending Services Corporation, as Documentation Agent and Credit Suisse, as issuing bank (in such capacity, “Issuing Bank”), Administrative Agent for the Lenders and Collateral Agent for the Secured Parties and Issuing Bank, (b) the Guarantee Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Borrower, the Guarantors (including the Pledgors) party thereto and the Collateral Agent and (c) the Security Agreement dated as of June 16, 2006 by and among the Pledgors and the Collateral Agent (the “Security Agreement”).

The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower and its Subsidiaries, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Black Hawk has agreed to guarantee, among other things, all the obligations of the Borrower under the Credit Agreement (upon the terms specified in the Guarantee Agreement). The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Pledgors of a pledge agreement in the form hereof to secure (a) the due and punctual payment by the Borrower of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and each Loan Party under or pursuant to the Credit Agreement and the other Loan Documents and (c) the due and punctual payment and performance of all obligations of the Borrower under each Hedging Agreement and Treasury Services

Agreement entered into with any counterparty that was a Lender or Lender Affiliate at the time such Hedging Agreement or Treasury Services Agreement was entered into (all the monetary and other obligations described in the preceding clauses (a) through (c) being collectively called the “Secured Obligations”). Capitalized terms used herein and not defined herein shall have meanings assigned to such terms in the Credit Agreement.

Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

SECTION 1.           Pledge. As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) subject to Gaming Laws (as defined in Section 5(c)), the shares of capital stock or equity interest owned by it and listed on Schedule I hereto and the certificates representing all such shares (the “Pledged Stock”);(b) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clause (a) above; (c) subject to Section 5, all rights and privileges of each Pledgor with respect to the securities and other property referred to in clause (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Nevada Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, or other securities now or hereafter included in the Nevada Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Nevada Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrower or the Pledgors.

TO HAVE AND TO HOLD the Nevada Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

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SECTION 2.           Delivery of the Nevada Collateral. Each Pledgor agrees promptly to deliver or cause to be delivered to Dunham Trust Company, the Collateral Agent’s designee in the State of Nevada (the “Nevada Nominee”), any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Nevada Collateral, upon the receipt of all approvals required under Gaming Laws.

SECTION 3.           Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and covenants, as to itself and the Nevada Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a)           the Pledged Stock represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock and equity interest of the issuer with respect thereto;

(b)           except for the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I, (ii) holds the same free and clear of any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, whether voluntary or imposed by law, or any agreement to give any of the foregoing and free and clear of the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property (collectively, “Liens”), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Nevada Collateral, other than pursuant hereto, and (iv) subject to Section 5 and, with respect to delivery of the Pledged Stock, subject to receipt of all approvals required under Gaming Laws, will cause any and all Nevada Collateral, whether for value paid by such Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c)           each Pledgor (i) has the power and authority to pledge the applicable Nevada Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all persons whomsoever;

(d)           no consent of any other person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity or effectiveness of the pledge (other than the approval of the Nevada Gaming Control Board (the “Nevada Board”) and the Nevada Gaming Commission (the “Nevada Commission” and, together with the Nevada Board, and any other Nevada state or local agency with jurisdiction over gaming operations or liquor licensing in the State of Nevada or any political subdivision thereof, the “Nevada Gaming Authorities”)) effected hereby;

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(e)           by virtue of the execution and delivery by each Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing such Nevada Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations;

(f)            the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Nevada Collateral as set forth herein;

(g)           all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

(h)           all information set forth herein relating to the Pledged Stock is accurate and complete in all material respects as of the date hereof; and

(i)            the pledge of the Pledged Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 4.           Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its reasonable discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Collateral Agent except that, in the case of the Pledged Stock, the Collateral Agent will hold the Pledged Stock in the name of the applicable Pledgor only. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 5.           Voting Rights; Dividends and Interest, etc.

(a)           Unless and until an Event of Default shall have occurred and be continuing:

(i)      Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose not prohibited by the terms of this Agreement, the Credit Agreement and the other Loan Documents. Each Pledgor agrees that it shall not exercise any such right for any purpose prohibited by the terms of, or if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under, this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same;

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(ii)     The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and

(iii)    Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Nevada Collateral, and, if received by a Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b)           Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to dividends, interest or principal that the Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and, subject to Gaming Laws, all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by each Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7. After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c)           Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise

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pursuant to paragraph (a)(i) of this Section 5 other than, in the case of Pledged Stock, those required pursuant to any applicable federal, state and local gaming laws, rules or regulations, as amended from time to time (the “Gaming Laws”), and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers during the continuance of such Event of Default, provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit each Pledgor to exercise such rights. After all Events of Default have been cured or waived, all rights vested in the Collateral Agent pursuant to this clause (c) shall cease and each Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 5.

(d)           Each Pledgor agrees that, upon the occurrence of and during the continuance of an Event of Default and at the Collateral Agent’s request, it will, and will cause each of its Subsidiaries to, immediately file such applications for approval and shall use commercially reasonable efforts to take all other and further actions required by the Collateral Agent to obtain such approvals or consents of the Nevada Gaming Authorities, and any other Governmental Authorities with jurisdiction as are necessary for the Collateral Agent, to continue operation of the businesses of Pledgors and their Subsidiaries under the Gaming Licenses held by it, or its interest in any Person holding any such Gaming License pursuant to the Gaming Laws. To enforce the provisions of this Section 5, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the Nevada Gaming Authority any other Governmental Authorities with jurisdiction, authorization pursuant to the Gaming Laws to continue operation of the businesses of each Pledgor and its Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of each Pledgor and its Subsidiaries. Each Pledgor hereby agrees to authorize, and to cause each of its Subsidiaries to authorize such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of such Pledgor and its Subsidiaries upon the request of the receiver so appointed and, if any Pledgor or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of any Event of Default, each Pledgor shall further use, and shall cause its Subsidiaries to use, commercially reasonable efforts to assist in obtaining approval of the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, and filing with the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Pledgor and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Nevada Collateral. Each Pledgor acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Pledgor and its Subsidiaries under the Gaming Licenses or for a transfer of control is integral to the Collateral Agent’s realization of the value of the Nevada Collateral, that there is no adequate remedy at law for failure by each Pledgor to comply with the provisions of this Section 5 and that such failure would not be

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adequately compensable in damages, and therefore agrees that the agreements contained in this Section 5 may be specifically enforced.

(e)           All rights, remedies, and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provision of the Gaming Laws and all provisions of this Agreement and the other Loan Documents are intended to be subject to all applicable mandatory provisions of the Gaming Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement or the other Loan Documents invalid or unenforceable, in whole or in part. The CollateralAgent will timely apply for any receive all required approvals of the Nevada Gaming Authority for the sale of other disposition of gaming equipment regulated by the Gaming Laws (including any such sale or disposition of gaming equipment consisting of slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, and all other “gaming devices” (as such term or words of like import referring thereto are defined in the Gaming Laws), and “associated equipment” (as such term or words of like import referring thereto are defined in the Gaming Law).

(f)            For purposes hereof, “Gaming License” means any finding of suitability, registration, license, franchise, or other finding of qualification, or other approval or authorization required to own, lease, operate or otherwise conduct or manage gaming activities in the State of Nevada and all applicable liquor licenses.

SECTION 6.           Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements (including the Gaming Laws), the Collateral Agent may sell the Nevada Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Nevada Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Nevada Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Nevada Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgors, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal the Pledgors now have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

In the event that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent intends to exercise any of the voting and other rights with respect to any Pledged Stock, including, but not limited to (i) re-registration of any Pledged Stock, or (ii) foreclosure, transfer or other enforcement of the security interests in any Pledged Stock, pursuant to applicable Gaming Laws, such exercise of remedies shall require the prior approval of any agency, authority, board (including the Nevada Gaming Authorities), bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing,

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or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by each Pledgor or its subsidiaries (the “Gaming Authorities”) and/or licensing of the Collateral Agent or its nominee (unless such licensing requirement is waived by the applicable Gaming Authorities upon the application of the Collateral Agent or its nominee), pursuant to applicable Gaming Laws. The approval by the applicable Gaming Authorities of this Agreement shall not act or be construed as the approval, either express or implied, for the Collateral Agent to take any action or steps provided for in this Agreement for which prior approval of any applicable Gaming Authorities is required, without first obtaining such prior approval of such applicable Gaming Authorities to the extent then required by applicable Gaming Law.

The Collateral Agent shall give the applicable Pledgor 10 days’ prior written notice (which such Pledgor agrees is reasonable notice within the meaning of Section 9-612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Pledgor’s Nevada Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Nevada Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Nevada Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Nevada Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Nevada Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Nevada Collateral is made on credit or for future delivery, the Nevada Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Nevada Collateral so sold and, in case of any such failure, such Nevada Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of the applicable Pledgor (all said rights being also hereby waived and released), the Nevada Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Nevada Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) the Pledgors shall not be entitled to the return of the Nevada Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Nevada Collateral Agent shall have entered into such an agreement all Events of Default shall

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have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Nevada Collateral and to sell the Nevada Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to the extent permitted by applicable law to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7.           Application of Proceeds of Sale. Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of Nevada Collateral pursuant to Section 6, as well as any Nevada Collateral consisting of cash, shall be applied by the Collateral Agent as follows:

FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with such sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of the Pledgors and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and

THIRD, to each Pledgor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Nevada Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Nevada Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8.           Reimbursement of Collateral Agent.

(a)           Each Pledgor agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, other charges and disbursements of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Nevada Collateral, (iii) the exercise or enforcement

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of any of the rights of the Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or observe any of the provisions hereof.

(b)           Without limitation of its indemnification obligations under the other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and the Indemnitees (as defined in Section 10.03(b) of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnitee or any of its Affiliates.

(c)           Any amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section 8 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 8 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement.

SECTION 9.           Collateral Agent Appointed Attorney-in-Fact. Subject to Gaming Laws, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of the applicable Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Nevada Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the applicable Pledgor representing any interest or dividend or other distribution payable in respect of the Nevada Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Nevada Collateral or any part thereof or the moneys due or to become

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due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Pledgors for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

SECTION 10.         Waivers; Amendment.

(a)           No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on either Pledgor in any case shall entitle such Pledgor to any other or further notice or demand in similar or other circumstances.

(b)           Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Agent and the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.02 of the Credit Agreement.

SECTION 11.         Securities Act, etc. In view of the position of each Pledgor in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale

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might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 11 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 12.         Condition Precedent. Notwithstanding anything to the contrary contained in this Agreement, certificates representing the shares of capital stock or equity interest owned by the Pledgors and listed on Schedule I hereto shall not be physically delivered to the Collateral Agent pursuant to the terms of this Agreement prior to receipt of all approvals required under Gaming Laws; provided, however, that this Section 12 shall not affect any other provision of this Agreement in any way.

SECTION 13.         Security Interest Absolute. To the extent permitted by applicable law, all rights of the Collateral Agent hereunder, the grant of a security interest in the Nevada Collateral and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, either Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

SECTION 14.         Termination or Release.

(a)           This Agreement and the security interests granted hereby shall terminate when all the Secured Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement.

(b)           Upon any sale or other transfer by the Pledgors of any Nevada Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor (as such term is defined in the Credit Agreement), or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Nevada Collateral pursuant to Section 10.02 of the Credit Agreement, the security interest in such Nevada Collateral shall be automatically released.

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(c)           In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall (i) promptly deliver to the applicable Pledgor all Nevada Collateral pledged to the Collateral Agent herein and (ii) execute and deliver to the applicable Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request from time to time to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

SECTION 15.         Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to each Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 10.01 of the Credit Agreement.

SECTION 16.         Further Assurances. Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Nevada Collateral or any part thereof or in order better to assure and confirm unto the Collateral Agent its rights and remedies hereunder.

SECTION 17.         Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgors that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement shall become effective as to each Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that such Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Nevada Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. If all of the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Pledgors and may be amended, modified, supplemented, waived or released with respect to each Pledgor without the approval of any other Pledgor (as such term is defined in the Credit Agreement) and without affecting the obligations of any other Pledgor (as such term is defined in the Credit Agreement) under the Credit Agreement or under any other Loan Document.

SECTION 18.         Survival of Agreement; Severability.

(a)           All covenants, agreements, representations and warranties made by the Borrower or the Pledgors in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery

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of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement (other than claims not yet asserted, including as to indemnification claims) is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

(b)           Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 19.         Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

SECTION 20.         Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 of the Credit Agreement, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 21.         Rules of Interpretation. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of and Schedules to, this Agreement, (e) any reference to any law or regulation

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herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract.

SECTION 22.         Jurisdiction; Waiver of Venue; Consent to Service of Process.

(a)           Submission to Jurisdiction. Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b)           Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 15. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)           Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier or electronic communications) in Section 15. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 23.         Waiver of Jury Trial. Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

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SECTION 24.         Authorization Regarding Filing of Financing Statements. Each Pledgor authorizes the Collateral Agent to file financing statements with respect to the Nevada Collateral owned by it in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

SECTION 25.         Compliance with Gaming Laws. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Collateral Agent expressly acknowledges and agrees that the exercise of its rights, powers, privileges and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws and the requirements of the Nevada Gaming Authorities. Specifically, the Collateral Agent acknowledges and agrees that:

(a)           The pledge of the Pledged Stock by each Pledgor, and any restrictions on the transfer of and agreements not to encumber the Pledged Stock contained in this Agreement or in any other Loan Documents, are not effective without the prior approval of the Nevada Gaming Authorities;

(b)           Any amendment of this Agreement will require the approval of the Nevada Gaming Authorities before such amendment will be effective;

(c)           The Collateral Agent and the Nevada Nominee shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by each Pledgor, including, without limitation, the requirement that the Collateral Agent, by and through the Nevada Nominee as its agent, maintain the certificates evidencing the Pledged Stock at a location in Nevada designated to the Nevada Board, and that the Collateral Agent and the Nevada Nominee permit agents or employees of the Nevada Board to inspect such certificates immediately upon request during normal business hours; and

(d)           Neither the Collateral Agent nor the Nevada Nominee shall surrender possession of any certificate evidencing the Pledged Stock to any person other than the respective Pledgor without the prior approval of the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JACOBS ENTERTAINMENT, INC.
By:	/s/ Jeffrey P. Jacobs
	Name: Jeffrey P. Jacobs
	Title: Chief Executive Officer
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
By:	/s/ Stephen R. Roark
	Name: Stephen R. Roark
	Title: President
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,
By:	/s/ Cassandra Droogan
	Name: Cassandra Droogan
	Title: Vice President
By:	/s/ Doreen Barr
	Name: Doreen Barr
	Title: Vice President

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Schedule I to the
Pledge Agreement

CAPITAL STOCK

Issuer (Jurisdiction of Incorporation)	Number of Certificate	Registered Owner	Number and Class of Shares	Percentage of Shares
Jacobs Pinon Plaza Entertainment, Inc. (Nevada)	1	Jacobs Entertainment, Inc.	100 / Common	100	%
Gold Dust West Casino, Inc. (Nevada)	1	Black Hawk Gaming & Development Company, Inc.	100 / Common	100	%
Black Hawk Gaming & Development Company, Inc. (Colorado)	2	Jacobs Entertainment, Inc.	1,000 / Capital Stock	100	%
Jacobs Elko Entertainment, Inc.	1	Jacobs Entertainment, Inc.	100 / Common Stock	100	%

DEBT SECURITIES(1)

Issuer Principal Amount Date of Note Maturity Date

(1)           Company to confirm that there are none.

EX-4.4

EXHIBIT 4.4

GUARANTEE AGREEMENT dated as of June 16, 2006, among JACOBS ENTERTAINMENT, INC. (“Borrower”), each of the subsidiaries of Borrower listed on Schedule I hereto or from time to time party hereto by execution of a supplement referred to in Section 19 below (each such subsidiary individually, a “Guarantor” and, together, the “Guarantors”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“CS”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

Reference is made to the Credit Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the lenders from time to time party thereto (the “Lenders”), CS, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent and issuing bank (in such capacity, the “Issuing Bank”).  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of Borrower and its Restricted Subsidiaries, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.  Each of the Guarantors acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank and is therefore willing to enter into this Guarantee Agreement.  The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by Borrower and the Guarantors of a Guarantee Agreement in the form hereof.  As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue the Letters of Credit, Borrower and the Guarantors are willing to execute this Agreement.

Accordingly, the parties hereto agree as follows:

SECTION 1.Guarantee.  The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, Hedging Agreement or Treasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”).  The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay

the Guaranteed Obligations to the Secured Parties in cash, on demand, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

SECTION 2.Obligations Unconditional.  The obligations of the Guarantors under this Agreement shall constitute a guaranty of payment and, to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower under the Credit Agreement, the Notes, if any, or any other agreement or instrument referred to in the Credit Agreement or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full of the Guaranteed Obligations).  Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Requirements of Law it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:  (i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of the Credit Agreement, or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, Issuing Bank or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 11.

The Guarantors hereby expressly waive, to the fullest extent permitted by applicable Requirements of Law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrower under the Credit Agreement or the Notes, if any, or any other agreement or instrument referred to in the Credit Agreement or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations.  The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee.  This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns,

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notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

SECTION 3.Guarantee of Payment.  This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.

SECTION 4.Subrogation; Subordination.  Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under the Credit Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 1, whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.  Any Indebtedness of any Loan Party permitted pursuant to Section 6.01(d) of the Credit Agreement shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

SECTION 5.Information.  Each of the Guarantors assumes all responsibility for being and keeping itself informed of Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.

SECTION 6.Representations and Warranties.  Each of the Guarantors represents and warrants as to itself that all representations and warranties relating to it contained in the Credit Agreement are true and correct on and as of the date hereof.

SECTION 7.Termination.  The Guarantees made hereunder shall automatically terminate when all the Guaranteed Obligations have been paid in full in cash and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement.  In connection with the foregoing, the Collateral Agent shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release.

SECTION 8.Reinstatement.  The obligations of the Guarantors under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment

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by or on behalf of Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 9.General Limitation on Guarantee Obligations.  In any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

SECTION 10.Right of Contribution.  Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 4.  The provisions of this Section 10 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders, and each Guarantor shall remain liable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders for the full amount guaranteed by such Guarantor hereunder.

SECTION 11.Binding Effect; Several Agreement; Assignments; Release.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns.  This Agreement shall become effective as to any Guarantor when a counterpart hereof (or a Supplement referred to in Section 19) executed on behalf of such Guarantor shall have been delivered to the Collateral Agent, and a counterpart hereof (or a Supplement referred to in Section 19) shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Guarantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void).  If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is Borrower or one of its Subsidiaries, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under the Credit Agreement (including under Section 10.03 thereof) and under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of

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such Equity Interests to the Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with the Credit Agreement; provided that such Guarantor is also released from its obligations under the Loan Documents on the same terms.  This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

SECTION 12.Waivers; Amendment.  No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Guarantor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent and each Guarantor affected thereby.  Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Guarantor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given.  Except where notice is specifically required by this Agreement or any other document evidencing the Obligations, no notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in similar or other circumstances.

SECTION 13.Remedies.  The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under the Credit Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.01 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01 of the Credit Agreement) for purposes of Section 1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 1.

SECTION 14.Instrument for the Payment of Money.  Each Guarantor hereby acknowledges that the guarantee in this Agreement constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right, to the fullest extent permitted by applicable Requirements of Law, to bring a motion-action under New York CPLR Section 3213.

SECTION 15.Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial.  Sections 10.09 and 10.10 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

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SECTION 16.Notices.  Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Guarantor, addressed to it at the address of Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 16.

SECTION 17.Survival of Agreement; Severability.

(a)All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

(b)Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 18.Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  This Agreement shall become effective when it shall have been executed by the Collateral Agent and when the Collateral Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 19.Additional Guarantors.  Pursuant to Section 5.11 of the Credit Agreement and subject to the limitations with respect to Foreign Subsidiaries therein, each Subsidiary (other than a Excluded Subsidiary) that was not in existence or not such a Subsidiary on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Subsidiary.  Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of an instrument (“Supplement”) in the form of Annex 1, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally

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named as a Guarantor herein.  The execution and delivery of any Supplement adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder.  The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

SECTION 20.Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates may have.  Each Lender and the Issuing Bank agrees to notify Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JACOBS ENTERTAINMENT, INC., as Borrower
By:	/s/ Jeffrey P. Jacobs
	Name: Jeffrey P. Jacobs
	Title: Chief Executive Officer
GUARANTOR
JACOBS PIÑON PLAZA ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:  Jeffrey P. Jacobs
Its:  President
JACOBS ELKO ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:  Jeffrey P. Jacobs
Its:  President
/s/ Stephen R. Roark
Stephen R. Roark, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President
GOLD DUST WEST CASINO, INC., as its Vice President
GILPIN VENTURES, INC., as its President
JALOU L.L.C., as its President and Manager
JALOU II INC., as its President

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GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
	By:		/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Its:  President
By: Black Hawk Gaming & Development Company, Inc., its partner
	By:		/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Its:  President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its:  Authorized Manager
	By:		/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Its:  President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
	By:		/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Its:  Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
	By:	/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Its:  Chief Financial Officer

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/s/ Stan Guidroz

Stan Guidroz, signing on behalf of the entities

listed below in the capacity listed next to each
respective entity:

WINNER’S CHOICE CASINO, INC., as its
President

JACE, INC., as its President

FUEL STOP 36, INC., as its President

HOUMA TRUCK PLAZA & CASINO, L.L.C., as
its President and Manager

JALOU – CASH’S L.L.C., its President and
Manager

LUCKY MAGNOLIA TRUCK STOP AND
CASINO, L.L.C., as its President and Manager

BAYOU VISTA TRUCK PLAZA AND CASINO,
L.L.C., as its President and Manager

RACELAND TRUCK PLAZA AND CASINO,
L.L.C., as its President and Manager

JRJ PROPERTIES, LLC, as its President and
Manager

JALOU OF LAROSE, LLC, as its President and
Manager

JALOU BREAUX BRIDGE, LLC, as its President and
Manager

JALOU EUNICE, LLC, as its President and
Manager

JALOU OF ST. MARTIN, L.L.C., as its President and
Manager

JALOU DIAMOND, L.L.C., as its President and
Manager

JALOU MAGIC, L.L.C., as its President and
Manager

JALOU OF VINTON, LLC, as its President and
Manager

JALOU OF VINTON-BINGO, LLC, as its President and
Manager

JALOU OF ST. HELENA, LLC, as its President and
Manager

JALOU OF JEFFERSON, LLC, as its President and
Manager

10

/s/ Ian M. Stewart
Ian M. Stewart, signing on behalf of the entities listed below in the capacity listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, LLC, as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
	By:	/s/ Ian M. Stewart
	Name:		Ian M. Stewart
	Its:  President
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,
By:	/s/ Cassandra Droogan
	Name: Cassandra Droogan
	Title: Vice President
By:	/s/ Doreen Barr
	Name: Doreen Barr
	Title: Vice President

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EX-4.5

EXHIBIT 4.5

SECURITY AGREEMENT

By

JACOBS ENTERTAINMENT, INC.,

as Borrower

and

THE GUARANTORS PARTY HERETO

and

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Collateral Agent

Dated as of June 16, 2006

TABLE OF CONTENTS

		Page
PREAMBLE		1
RECITALS		2
AGREEMENT		2
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1	Definitions	2
SECTION 1.2	Interpretation	9
SECTION 1.3	Resolution of Drafting Ambiguities	9
SECTION 1.4	Perfection Certificate	9
ARTICLE II
GRANT OF SECURITY AND SECURED OBLIGATIONS
SECTION 2.1	Pledge	9
SECTION 2.2	Secured Obligations	9
SECTION 2.3	Security Interest	10
SECTION 2.4	No Release	10
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL
SECTION 3.1	Delivery of Certificated Securities Collateral	10
SECTION 3.2	Perfection of Uncertificated Securities Collateral	11
SECTION 3.3	Financing Statements and Other Filings	11
SECTION 3.4	Other Actions	12
SECTION 3.5	Joinder of Additional Guarantors	14
SECTION 3.6	Motor Vehicles	14
SECTION 3.7	Supplements; Further Assurances	15
SECTION 3.8	Use and Pledge of Pledged Collateral	15
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1	Title and Authority	15
SECTION 4.2	Validity of Security Interest	16

i

		Page
SECTION 4.3	Defense of Claims; Transferability of Pledged Collateral	16
SECTION 4.4	Other Financing Statements	16
SECTION 4.5	Location of Inventory and Equipment	16
SECTION 4.6	Due Authorization and Issuance	16
SECTION 4.7	No Claims	17
SECTION 4.8	Consents, etc	17
SECTION 4.9	Pledged Collateral	17
SECTION 4.10	Insurance	17
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1	Pledge of Additional Securities Collateral	17
SECTION 5.2	Voting Rights; Distributions, etc.	18
SECTION 5.3	Defaults, etc.	19
SECTION 5.4	Certain Agreements of Pledgors As Issuers and Holders of Equity Interests	19
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL
SECTION 6.1	Grant of License	19
SECTION 6.2	Protection of Collateral Agent’s Security	20
SECTION 6.3	After-Acquired Property	20
SECTION 6.4	Modifications	21
SECTION 6.5	Litigation	21
ARTICLE VII
CERTAIN PROVISIONS CONCERNING ACCOUNTS
SECTION 7.1	Maintenance of Records	21
SECTION 7.2	Legend	22
SECTION 7.3	Modification of Terms, etc	22
SECTION 7.4	Collection	22

ii

		Page
ARTICLE VIII
TRANSFERS AND OTHER LIENS
ARTICLE IX
REMEDIES
SECTION 9.1	Remedies	22
SECTION 9.2	Notice of Sale	24
SECTION 9.3	Waiver of Notice and Claims	24
SECTION 9.4	Certain Sales of Pledged Collateral	25
SECTION 9.5	No Waiver; Cumulative Remedies	25
SECTION 9.6	Certain Additional Actions Regarding Intellectual Property	26
ARTICLE X
APPLICATION OF PROCEEDS
ARTICLE XI
COLLATERAL ACCOUNT
ARTICLE XII
MISCELLANEOUS
SECTION 12.1	Concerning Collateral Agent	27
SECTION 12.2	Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact	28
SECTION 12.3	Continuing Security Interest; Assignment	28
SECTION 12.4	Termination; Release	29
SECTION 12.5	Modification in Writing	29
SECTION 12.6	Notices	29
SECTION 12.7	Governing Law; Consent to Jurisdiction and Service of Process; Waiver of Jury Trial	29
SECTION 12.8	Severability of Provisions	30
SECTION 12.9	Execution in Counterparts	30
SECTION 12.10	Business Days	30
SECTION 12.11	No Credit for Payment of Taxes or Imposition	30
SECTION 12.12	No Claims Against Collateral Agent	31
SECTION 12.13	Obligations Absolute	31

iii

		Page
ARTICLE XIII
SPECIAL PROVISIONS RELATING TO GAMING LAWS
SECTION 13.1	Additional Provisions Relating to Gaming Laws and Gaming Licenses	31
SECTION 13.2	Compliance with Gaming Laws	32
EXHIBIT 1	Form of Issuer Acknowledgment
EXHIBIT 2	Form of Securities Pledge Amendment
EXHIBIT 3	Form of Joinder Agreement
EXHIBIT 4	Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5	Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6	Form of Copyright Security Agreements
EXHIBIT 7	Form of Patent Security Agreements
EXHIBIT 8	Form of Trademark Security Agreement
EXHIBIT 9	Form of Bailee’s Letter

iv

SECURITY AGREEMENT

SECURITY AGREEMENT (the “Agreement”), dated as of June 16, 2006, made by JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), and EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (collectively, the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in its capacity as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) pursuant to the Credit Agreement (as hereinafter defined).

R E C I T A L S :

A.In connection with the execution and delivery of this Agreement, (a) the Borrower and the Collateral Agent have entered into the Credit Agreement, dated as of June 16, 2006, among the Borrower, the lenders from time to time party thereto (the “Lenders”), Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Collateral Agent, and issuing bank (in such capacity, the “Issuing Bank”), Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender and CIT Lending Services Corporation, as Documentation Agent, pursuant to which the Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower and its Subsidiaries (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) the Pledgors and the Collateral Agent have entered into the Guarantee Agreement, dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee”), and (c) the Borrower, Black Hawk Gaming & Development Company, Inc., and the Collateral Agent have entered into a Pledge Agreement pursuant to which all Equity Interests issued by each Subsidiary organized under the laws of the State of Nevada that is subject to regulation by the Nevada Gaming Authorities are pledged for the benefit of the Secured Parties, dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Initial Pledge Agreement”).

B.Each Guarantor has, pursuant to the Guarantee, among other things, unconditionally guaranteed the Secured Obligations.

C.Each Pledgor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and other Loan Documents and is, therefore, willing to enter into this Agreement.

D.The Pledgors own (or will own), legally and/or beneficially, certain collateral to be pledged hereunder as condition to the Credit Agreement and the making of the Loans and the other financial accommodations thereunder.

E.This Agreement is given by each Pledgor in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties (as hereinafter defined) to secure the payment and performance of all of the Secured Obligations (as hereinafter defined).

F.It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the Issuing Bank to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Hedging Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T:

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1Definitions.

(a)Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC, including the following which are capitalized herein:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”; “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b)Capitalized terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein mutatis mutandis.

(c)The following terms shall have the following meanings:

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Casino Bankroll” means only the amount of cash or Cash Equivalents required by the provisions of applicable Gaming Law (including Section 6.150 of the Regulations of the Nevada Gaming Commission) to satisfy the casino minimum bankroll requirements, mandatory game security reserves, allowances for redemption of casino chips and tokens, or payment of winning wagers to gaming patrons.

“Collateral Material Adverse Effect” shall mean, as of any date of determination and in the aggregate, (a) any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on the business or operations as presently conducted in connection with the Pledged Collateral of the Borrower and the Guarantors, taken as a whole; (b) any event, circumstance, occurrence or condition which has caused or resulted in (or

2

would reasonably be expected to cause or result in) a material adverse effect on the value or utility of the Pledged Collateral, taken as a whole; or (c) any event, circumstance, occurrence or condition which has caused or resulted in (or would reasonably be expected to cause or result in) a material adverse effect on the legality, priority or enforceability of any Lien created by this Agreement or the rights and remedies of the Collateral Agent hereunder; provided that Gaming Laws shall not at any time be deemed to be a Collateral Material Adverse Effect.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing the value of any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Commodity Account.

“Contracts” shall mean, collectively, with respect to each Pledgor, the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and third parties, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“Control Agreements” shall mean, collectively, each Deposit Account Control Agreement, each Securities Account Control Agreement and each Commodity Account Control Agreement.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 6 hereto.

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law and whether established or registered in the United States or any other country) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable Requirements of Law with respect to such Pledgor’s use of such copyrights, (ii)  income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present or future infringements thereof.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Deposit Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Deposit Account.

3

“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Accounts” shall mean any Deposit Accounts which does not hold funds of the Pledgors, with an average daily balance in any calendar month of more than $75,000.00; provided, at no time shall the aggregate amount of funds on deposit in all such Deposit Accounts with banks not party to a Control Agreement in favor of the Collateral Agent exceed $250,000.00 in the aggregate; provided further that, notwithstanding anything to the contrary, each Deposit Account at JPMorgan Chase Bank, NA or any of its affiliates shall be an Excluded Account for the 90 days after the Closing Date without regard to the $75,000.00 or $250,000.00 thresholds established above.

“Excluded Property” shall mean Special Property other than the following:

(a)the right to receive any payment of money (including, without limitation, Accounts, General Intangibles and Payment Intangibles) or any other rights referred to in Section 9-406(f), 9-407(a) or 9-408(a) of the UCC; and

(b)any Proceeds, substitutions or replacements of any Special Property (unless such Proceeds, substitutions or replacements would constitute Special Property).

“Gaming Authorities” shall mean any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by the Borrower or any of its Restricted Subsidiaries.

“Gaming Law” shall mean any gaming laws or regulations of any jurisdictions to which the Borrower or any of its Subsidiaries is or may at any time after the Closing Date be subject.

“Gaming License” means any finding of suitability, registration, license, franchise or other approval or authorization required to own, lease, operate or otherwise conduct or manage riverboat, dockside or land-based gaming activities in any state or jurisdiction in which Pledgors or any of their Subsidiaries conduct business (including all such licenses granted by the Nevada Gaming Authorities under Gaming Laws) issued by any Gaming Authority and all applicable liquor licenses.

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include, without limitation, (i) all of such Pledgor’s rights, title and interest in, to and under all insurance policies and Contracts, (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property of such Pledgor, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other Person and the benefits of any and all collateral or other security given by any other Person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or

4

of, any of the Pledged Collateral or any of the Mortgaged Property of such Pledgor, (v) all lists, books, records, correspondence, ledgers, print-outs, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including, without limitation, all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation, and (vii) all rights to reserves, to deferred payments, to deposits, to securing performance refunds, to indemnification of claims and to claims for tax or other refunds against any Governmental Authority.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including, without limitation, (i) all goodwill connected with the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest and (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any Person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill.

“Guarantee” shall have the meaning assigned to such term in Recital A hereof.

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Initial Pledge Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

5

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate (and each other intercompany note hereafter acquired by such Pledgor) and all certificates, instruments or agreements evidencing such intercompany notes and all amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, (x) the Securities Collateral and (y) any Equity Interests which are required to be pledged under a Pledge Agreement pursuant to Section 5.11 (b) of the Credit Agreement.

“Joinder Agreement” shall mean the form of joinder agreement attached hereto as Exhibit 3.

“Mortgaged Property” shall mean, collectively, each Mortgaged Property as such term is defined in each Mortgage.

“Nevada Gaming Securities” means any securities issues by Gold Dust West Casino, Inc., Black Hawk Gaming & Development, Inc., Jacobs Pinon Plaza Entertainment, Inc. (if and when it is licensed by the Gaming Authorities of the State of Nevada) or Jacobs Elko Entertainment, Inc. (if and when it is licensed by the Gaming Authorities of the State of Nevada) that are, in either case, subject to Gaming Laws of the State of Nevada.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 7 hereto.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to and all patent applications and registrations made by such Pledgor (whether established or registered or recorded in the United States or any other country), including, without limitation, the patents, patent applications, registrations and recordings listed in Schedule 12(a) to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable Requirements of Law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Perfection Certificate” shall mean that certain perfection certificate dated June 16, 2006, executed and delivered by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, and each other perfection certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof.

“Pledge Agreement” shall mean (a) the Initial Pledge Agreement and (b) any Pledge Agreement entered into after the date hereof pursuant to Section 5.11 (b) of the Credit Agreement with respect to the Equity Interests issued by any Subsidiary subject to regulation by the Nevada Gaming Authorities or the Nevada Gaming Laws.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

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“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 10(a) and 10(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance), and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests; provided, however, that Pledged Securities shall not include (x) any Equity Interests which are not required to be pledged pursuant to Section 5.11(b) of the Credit Agreement or (y) any Equity Interests which are required to be pledged under a Pledge Agreement pursuant to Section 5.11 (b) of the Credit Agreement, including the Nevada Gaming Securities.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of the Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, the Lenders and each party to a Hedging Agreement if at the date of entering into such Hedging Agreement such person was a Lender or an Affiliate of a Lender and such person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 9.03, 10.03 and 10.09 of the Credit Agreement.

“Securities Account Control Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto or such other form that is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with respect to any Securities Account.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Special Property” shall mean:

(a)any permit, lease, contract, property rights, agreement or license to which any Pledgor is a party or any of the rights or interests held by any Pledgor pursuant thereto if and so long as the creation by such Pledgor of a security interest therein would result in the

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abandonment, invalidation, or unenforceability of any right, title or interest of the Pledgor therein or would constitute a breach or grounds for termination or a default thereunder;

(b)any permit, lease or license (including Gaming Licenses) held by any Pledgor to the extent that any Requirements of Law applicable thereto prohibits the creation of a security interest therein;

(c)any Equipment or other assets owned by any Pledgor on the date hereof or hereafter acquired that is subject to a Lien securing a Purchase Money Obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement or any other Lien of the type permitted by Section 6.02 (k) or (o) of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Purchase Money Obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien in such Equipment or assets or if the creation by such Pledgor of a security interest in such Equipment or assets would result in a breach or violation of or constitute a default under an agreement or instrument governing the rights of the holder of such lien, the loss of use of such Equipment or asset or would permit the holder of such lien to terminate such Pledgor’s rights in or use of such Equipment or asset unless such rights have been waived by the holder of such Lien;

(d)Casino Bankroll to the extent that any Requirements of Law applicable thereto prohibits the creation of a security interest therein;

(e)any fractional ownership of any aircraft owned by any Pledgor; and

(f)any Securities Collateral that is subject to a Requirement of Law that prohibits, or otherwise restricts, the pledge thereof, including, without limitation, the Nevada Gaming Securities.

provided, however, that in each case described in clauses (a), (b), (c) and (f) of this definition, such property shall constitute “Special Property” only to the extent and for so long as such permit, lease, license, property right, contract or other agreement or Requirement of Law applicable thereto validly prohibits the creation of a Lien in such property in favor of the Collateral Agent or would give rise to the consequences described in such clauses and, upon the termination of such prohibition (howsoever occurring), such property shall cease to constitute “Special Property.”

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 8 hereto.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), logos, slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other Country), including, without limitation, the registrations and applications (other than “intent to use” applications filed pursuant to Section 1(b) of the Lanham Act, unless and until the amendment to alleged use or a verified statement of use under Section 1(c) or Section 1(d) of such Act has been filed with respect thereto listed in Schedule 12(a) to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable Requirements of Law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect

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thereto, including, without limitation, damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if at any time by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect at such time in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

SECTION 1.2Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.03 thereof) shall be applicable to this Agreement.

SECTION 1.3Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

SECTION 1.4Perfection Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1Pledge. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the Secured Parties, a security interest in and to and pledge of all of the right, title and interest of such Pledgor in, to and under the following property, wherever located and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) Equipment; (ii) all other Goods; (iii) Documents; (iv) Instruments; (v) Chattel Paper; (vi) Letters of Credit and Letter-of-Credit Rights; (vii) Securities Collateral; (viii) Accounts; (ix) Inventory; (x) Investment Property; (xi) Intellectual Property Collateral; (xii) Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (xiii) General Intangibles; (xiv) Money and Deposit Accounts; (xv) Fixtures; (xvi) Supporting Obligations; (xvii) to the extent not covered by clauses (i) through (xvi) of this sentence, all other personal property and any and all books and records relating to the foregoing; together with all Proceeds of any of the foregoing; provided, however, that Pledged Collateral shall not include any Excluded Property.

SECTION 2.2Secured Obligations. This Agreement secures, and the Pledged Collateral is collateral security for, the payment and performance in full when due of the Secured Obligations.

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SECTION 2.3Security Interest.

(a)Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments or continuations thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including, without limitation, (i) whether the Pledgor is an organization, the type of organization and any organizational identification number issued to the Pledgor and (ii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide such additional information to the Collateral Agent promptly upon request.

(b)Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(c)The Collateral Agent is further authorized to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, a Copyright Security Agreement, (if applicable), a Patent Security Agreement (if applicable) and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each Pledgor hereunder, without the signature of any Pledgor, and naming any Pledgor or the Pledgors, as debtors, and the Collateral Agent, as secured party.

SECTION 2.4No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability owed by such Pledgor to any Person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on the Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of each item of Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL

SECTION 3.1Delivery of Certificated Securities Collateral. All certificates, agreements or instruments representing or evidencing the Securities Collateral, to the extent not

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previously delivered to the Collateral Agent, shall promptly (but in any event no more than ten (10) days thereafter) upon receipt thereof by any Pledgor be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Subject to the provisions of Section 13 hereof, to the fullest extent permitted by Requirements of Law, the Collateral Agent shall have the right, at any time after the giving of five Business Days prior notice to the issuer thereof following the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2Perfection of Uncertificated Securities Collateral. If any issuer of Pledged Securities is organized in a jurisdiction which does not permit the use of certificates to evidence equity ownership, or if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the fullest extent permitted by applicable Requirements of Law, use commercially reasonable efforts to cause the issuer to record such pledge on the equityholder register or the books of the issuer, cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and provide to the Collateral Agent an opinion of counsel, in form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and perfection thereof. After the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, each Pledgor shall (A) cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) to the fullest extent permitted by Requirements of Law, cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

SECTION 3.3Financing Statements and Other Filings. Each Pledgor hereby represents and warrants that, as of the date hereof: (a) the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Pledgor to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement in respect of each item of Pledged Collateral upon which perfection may be achieved by filing are listed in Schedule 7 to the Perfection Certificate and (b) all such filings, registrations and recordings have been duly executed and delivered to the Collateral Agent for filing in each governmental, municipal or other office specified in Schedule 7 to of the Perfection Certificate. Each Pledgor agrees that at any time and from time to time, at the sole cost and expense of the Pledgors, it will execute and file and refile, or permit the Collateral Agent to file and refile, such financing statements, continuation statements and other documents (including, without limitation, this Agreement), in form reasonably acceptable to the Collateral Agent, in such offices (including, without limitation, the United States Patent and Trademark Office and, if applicable, the United States Copyright Office) as the Collateral Agent may in its reasonable judgment deem necessary or appropriate, wherever required or advisable in order to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to any Pledged Collateral. Each Pledgor hereby authorizes the Collateral Agent to file any such financing or continuation statement or other document including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the debtor or in which the debtor otherwise has rights.”

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SECTION 3.4Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a)Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that no amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper as are listed in Schedule 11 to the Perfection Certificate and have been delivered to the Collateral Agent. If any amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within ten days after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request; provided, however, that so long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, at such time for collection in the ordinary course of such Pledgor’s business.

(b)Deposit Accounts. As of the date hereof, each Pledgor represents and warrants that it does not have any Deposit Accounts other than the Deposit Accounts listed in Schedule 14 to the Perfection Certificate and that each such account (other than the Excluded Accounts) is subject to an agreement that by its terms grants Control over such account to the Collateral Agent. With respect to each such Deposit Account, the applicable Pledgor represents and warrants that the Collateral Agent has a first priority security interest perfected by Control in each such Deposit Account. No Pledgor shall hereafter establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 15 days’ prior written notice of its intention to establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall, within 30 days after establishing such Deposit Account, have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing. The provisions of this Section 3.4(b) shall not apply to any Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control of any Deposit Account to any person other than the Collateral Agent. Notwithstanding anything to the contrary contained in this Agreement, the foregoing provisions of this Section 3.4(b) shall not apply to any Excluded Account.

(c)Investment Property. (i)  As of the date hereof each Pledgor hereby represents and warrants that it has neither opened nor maintains any Securities Account or Commodity Account other than those listed in Schedule 14 to the Perfection Certificate and that the Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control.

(ii)No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 15 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as

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the case may be, and such Pledgor, shall within 30 days after establishing such Securities Account or Commodity Account, have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such exercise of dealing and withdrawal rights, would occur. The provisions of this Section 3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent.

(iii)As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether in the possession of, or maintained as a security entitlement by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other Person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other Person under any Control Agreement or under Requirements of Law; and, provided further, Collateral Agent shall exercise such care with respect to Investment Property in its possession as exercised with respect to its own property of the same type.

(d)Electronic Chattel Paper and Transferable Records. If any amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for such Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e)Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued in favor of such Pledgor in an amount in the aggregate in excess of $100,000, such Pledgor shall promptly notify the Collateral Agent thereof and such Pledgor

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shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of the Letter of Credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement.

(f)Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly (and in any event within 10 days) notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does not have a security interest, does not exceed $100,000 in the aggregate for all Pledgors.

(g)Excluded Property. After the Collateral Agent’s request therefor, the Pledgors shall deliver to the Collateral Agent an Officer’s Certificate setting forth all permits, leases or licenses constituting Special Property that are material to the operation of each Pledgor’s business. At the Collateral Agent’s request, each Pledgor shall use commercially reasonable efforts to obtain as soon as practicable the consent (which shall be in form and substance reasonably satisfactory to the Collateral Agent) of the other parties to each permit, lease or license listed in such Officer’s Certificate to permit the assignment, transfer or grant of security interest in such permit, lease or license pursuant to the terms hereof. No Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

SECTION 3.5Joinder of Additional Guarantors. The Pledgors shall cause each Restricted Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, to execute and deliver to the Collateral Agent (i) a joinder agreement substantially in the form of Exhibit 3 annexed hereto and (ii) a Perfection Certificate, in each case, within 30 days (45 days if such Subsidiary is formed or acquired in connection with the acquisition of a truck stop video poker plaza) of the date on which it was acquired or created and, upon such execution and delivery, such Restricted Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such joinder agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

SECTION 3.6Motor Vehicles. At any time after the occurrence and during the continuance of an Event of Default, each Pledgor shall, upon the request of the Collateral Agent, promptly (but in no event later than 30 days following such request) deliver to the Collateral Agent originals of the certificates of title or ownership for all motor vehicles valued at over $50,000 (and any other Equipment covered by Certificates of Title or ownership) owned by it with the Collateral Agent listed as lienholder therein unless such vehicles or Equipment constitutes Excluded Property.

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SECTION 3.7Supplements; Further Assurances. Each Pledgor agrees to take such further actions, and to execute and deliver to the Collateral Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate, wherever required or permitted by law, in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s rights, powers and remedies hereunder or permit the Collateral Agent to exercise and enforce its respective rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon reasonable request such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent may reasonably request. The Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

SECTION 3.8Use and Pledge of Pledged Collateral. Unless an Event of Default shall have occurred and be continuing, the Collateral Agent shall from time to time execute and deliver, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, any and all instruments, certificates or other documents, in a form reasonably requested by such Pledgor, necessary or appropriate in the reasonable judgment of such Pledgor to enable such Pledgor to continue to exploit, license, use, enjoy and protect the Pledged Collateral in the operation of its business or any other activity permitted under the terms hereof and of the Credit Agreement. The Pledgors and the Collateral Agent acknowledge that this Agreement is intended to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in and Lien upon the Pledged Collateral and shall not constitute or create a present assignment of any of the Pledged Collateral.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1Title and Authority. Except for the security interest granted to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor has good and valid rights in and title to the Pledged Collateral and has full power and authority to grant to the Collateral Agent the security interest in and Liens on such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this

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Agreement, without the consent or approval of any other Person other than the consents listed on Schedule 17 of the Perfection Certificate and any consent or approval that has been obtained. No Liens or claims exist on the Securities Collateral, other than Permitted Liens.

SECTION 4.2Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Collateral Agent (for the benefit of the Secured Parties) hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Secured Obligations, and (b) subject to the filings and other actions described in Schedule 7 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all Pledged Collateral. The security interest and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will constitute a perfected, continuing security interest therein, prior to all other Liens on the Pledged Collateral except for Permitted Liens.

SECTION 4.3Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.05 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all persons, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Liens. There is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder other than as permitted under the Credit Agreement.

SECTION 4.4Other Financing Statements. There is no (nor will there be any) valid or effective financing statement (or similar statement or instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral other than in the case of Pledged Collateral (other than the Securities Collateral) financing statements and other statements and instruments relating to Permitted Liens. So long as any of the Secured Obligations remain unpaid, no Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement or instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except, in the case of any Pledged Collateral (other than the Securities Collateral), financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the holder of the Permitted Liens.

SECTION 4.5Location of Inventory and Equipment. No Pledgor shall move any Inventory and Equipment to any location other than any location that is listed in Schedules 2(a), (b), (d) or (e) to the Perfection Certificate unless it shall have given the Collateral Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Collateral Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States.

SECTION 4.6Due Authorization and Issuance. All of the Pledged Securities issued by any Subsidiary of Borrower existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized and validly issued and are (or upon such issuance will be) fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged

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Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

SECTION 4.7No Claims. Such Pledgor owns or has rights to use all of the Pledged Collateral pledged by it hereunder and all rights with respect to Pledged Collateral used in, necessary for or material to such Pledgor’s business as currently conducted. The use by such Pledgor of such Pledged Collateral and all such rights with respect to the foregoing do not infringe on the rights of any Person other than such infringement which would not in the aggregate, result in a Collateral Material Adverse Effect. No claims have been made and remain outstanding that such Pledgor’s use of any Pledged Collateral does or may violate the rights of any third Person that would in the aggregate, have a Collateral Material Adverse Effect.

SECTION 4.8Consents, etc. In the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.9Pledged Collateral. All information set forth herein and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate (as supplemented from time to time) constitutes, as of the time of delivery thereof or any supplement thereto, all of the property of such type of Pledged Collateral owned or held by the Pledgors.

SECTION 4.10Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such proceeds shall be held in trust for the benefit of the Collateral Agent and immediately after receipt thereof shall be paid to the Collateral Agent for application in accordance with the Credit Agreement.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person, accept the same in trust for the benefit of the Collateral Agent and promptly (but in any event within five Business Days after receipt thereof by any Pledgor) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Interests or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

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SECTION 5.2Voting Rights; Distributions, etc.

(i)So long as no Event of Default shall have occurred and be continuing:

(A)Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, of the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which may have a material adverse effect on the value of the Pledged Collateral or the Lien and security interest intended to be granted to the Collateral Agent hereunder, in each case, taken as a whole.

(B)Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five Business Days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(C)So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(i)(B) hereof.

(ii)Upon the occurrence and during the continuance of any Event of Default:

(A)To the fullest extent permitted by applicable Requirements of Law, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(i)(A) hereof without any action shall cease two (2) Business Days following the delivery of a notice of such Event of Default in accordance with Section 12.6 hereof, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights, subject to compliance with the provisions of Section 13 hereof.

(B)All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(i)(B) hereof shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(iii)Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(ii)(A) hereof and to receive all Distributions

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which it may be entitled to receive under Section 5.2(ii)(B) hereof, subject to compliance with the provisions of Section 13 hereof.

(iv)All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

SECTION 5.3Defaults, etc.Each Pledgor represents and warrants that such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder. Each Pledgor represents and warrants that to the best of such Pledgor’s knowledge, no Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organizational Documents and certificates representing such Pledged Securities that have been delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor.

SECTION 5.4Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a)In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor, to the fullest extent permitted by applicable Requirements of Law, agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b)In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be, subject to compliance with the provisions of Section 13 hereof and all applicable Requirements of Law.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL

SECTION 6.1Grant of License. For the purpose of enabling the Collateral Agent, after the occurrence and during the continuance of a Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Pledgor) to use, assign, license or sublicense any of the Intellectual Property

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Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored (to the extent permitted by any applicable vendors) and to all computer programs (to the extent permitted by any applicable vendors) used for the compilation or printout hereof.

SECTION 6.2Protection of Collateral Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Collateral Agent of (A) any materially adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) take all commercially reasonable steps to maintain and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Collateral Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Collateral Agent in relation thereto including, without limitation, a levy or threat of levy or any legal process against the Intellectual Property Collateral or any portion thereof, (v) not license the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral intended to be granted to the Collateral Agent for the benefit of the Secured Parties, without the consent of the Collateral Agent, (vi) until the Collateral Agent exercises its rights to make collection, diligently keep records respecting the Intellectual Property Collateral consistent with current business practices and in accordance with the reasonable requests of the Collateral Agent, and (vii) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time request.

SECTION 6.3After-Acquired Property. If any Pledgor shall, at any time before the Secured Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Collateral Documents, survive the termination thereof), (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall

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promptly (i) provide to the Collateral Agent written notice of any of the foregoing and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 6.3 by execution of an instrument in form reasonably acceptable to the Collateral Agent.

SECTION 6.4Modifications. Each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedule 12(a) and (b) to the Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of such Pledgor including, without limitation, any of the items listed in Section 6.3 hereof.

SECTION 6.5Litigation.  Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent, as the case may be, for all reasonable out-of-pocket costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.5 in accordance with the Credit Agreement. In the event that the Collateral Agent shall elect not to bring suit to enforce the Intellectual Property Collateral and notifies the applicable Pledgor(s) of such election, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by others and for that purpose agrees to diligently maintain any suit, proceeding or other action against any Person so infringing necessary to prevent such infringement.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING ACCOUNTS

SECTION 7.1Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with prudent business practice, including, without limitation, records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including, without limitation, all documents evidencing Receivables and any books and records relating thereto, to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor.

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SECTION 7.2Legend. Each Pledgor shall legend, at the request of the Collateral Agent made at any time after the occurrence of any Event of Default and in form and manner satisfactory to the Collateral Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

SECTION 7.3Modification of Terms, etc. Without the prior written consent of the Collateral Agent, no Pledgor shall rescind or cancel any indebtedness evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such indebtedness except in the ordinary course of business consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business consistent with prudent business practice. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

SECTION 7.4Collection. Each Pledgor shall use commercially reasonable efforts to cause to be collected from the account debtor of each of the Receivables, as and when due in the ordinary course of business consistent with prudent business practice (including, without limitation, Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including, without limitation, reasonable attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS AND OTHER LIENS

No Pledgor shall (i) sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as permitted by the Credit Agreement or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral pledged by it hereunder other than Permitted Liens with respect to Pledged Collateral (other than Securities Collateral).

ARTICLE IX

REMEDIES

SECTION 9.1Remedies. Upon the occurrence and during the continuance of any Event of Default, subject to compliance with the provisions of Section 13 hereof, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, to the fullest extent permitted by

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applicable Requirements of Law, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i)Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii)Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; in each case, consistent with prudent business practices; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than one Business Day after receipt thereof) pay such amounts to the Collateral Agent;

(iii)Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(iv)Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent that is not unreasonably inconvenient to the Pledgor, in which event such Pledgor shall at its own expense:  (A) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and there delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition or otherwise insure them against loss from theft or destructon at such location. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v)Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof;

(vi)Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof;

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(vii)Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii)Exercise all the rights and remedies of a secured party on default under the UCC, and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Pledged Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by applicable Requirements of Law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent, in the exercise of commercially reasonable judgement, accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

SECTION 9.2Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale of the Pledged Collateral or any part thereof shall be required by law, ten days’ notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable Requirements of Law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable Requirements of Law:  (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to

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divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all Persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

SECTION 9.4Certain Sales of Pledged Collateral.

(i)Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(ii)Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral, to limit purchasers to Persons who will agree, among other things, to acquire such Securities Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

(iii)If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number of securities included in the Securities Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(iv)Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

SECTION 9.5No Waiver; Cumulative Remedies.

(i)No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any

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other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(ii)In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, to the maximum extent permitted by applicable Requirements of Law so long as the Secured Obligations are outstanding, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and such other documents as are necessary or appropriate to carry out the intent and purposes hereof.

ARTICLE X

APPLICATION OF PROCEEDS

The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies as a secured creditor as provided in Article IX hereof shall be applied, together with any other sums then held by the Collateral Agent, in the manner set forth in the Credit Agreement.

ARTICLE XI

COLLATERAL ACCOUNT

The Collateral Agent is hereby authorized to establish and maintain in the name of the Collateral Agent and pursuant to a Control Agreement, a restricted deposit account designated “Jacobs Entertainment, Inc. Collateral Account.”

Each Pledgor shall deposit into the Collateral Account from time to time all amounts required to be deposited in the Collateral Account by the Credit Agreement and any amounts specifically required to be deposited therein by any other Loan Documents. The balance from time to time in the Collateral Account shall constitute part of the Collateral and shall not constitute payment of the Obligations until applied as hereinafter provided. At any time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may in its discretion apply or cause to be applied the balance from time to time outstanding to the credit of the Collateral Account to the payment of the Secured Obligations in the manner specified in the Credit Agreement.

The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. If any Pledgor is required hereunder to deposit an amount of cash collateral into the Collateral Account as a result of the occurrence of an Event of Default,

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such amount together with interest income (if any) (to the extent not applied as provided herein or in any other Loan Document) shall be returned to such Pledgor within three Business Days after all Defaults or Events of Default have been cured or waived.

Deposits shall be invested in cash or Cash Equivalents, which, other than during the continuance of an Event of Default, shall be invested in such cash or Cash Equivalents as the applicable Pledgor may request. Other than any interest earned on the investment of such deposits, which investments shall be made at the Pledgors’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.

ARTICLE XII

MISCELLANEOUS

SECTION 12.1Concerning Collateral Agent.

(i)The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(ii)The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Pledged Collateral.

(iii)The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(iv)If any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of

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trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.

(v)The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 5.13(a) of the Credit Agreement. If any Pledgor fails to provide information to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 12.2Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including, without limitation, such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of the Credit Agreement. Neither the provisions of this Section 12.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 12.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement and the other Collateral Documents which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 12.3Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other Persons (including, without limitation, any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such

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Secured Party, herein or otherwise, subject, however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Hedging Agreement, such Hedging Agreement. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Parties upon the bankruptcy or reorganization of any Pledgor or otherwise.

SECTION 12.4Termination; Release. When all the Secured Obligations have been paid in full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement, the Pledged Collateral shall be released from the Lien of this Agreement and the applicable Subsidiary Guarantor shall be relieved of its obligations under this Agreement. Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to each Pledgor, against receipt and without recourse to or warranty by the Collateral Agent, such of the Pledged Collateral to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

SECTION 12.5Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 12.6Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Pledgor set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 12.6.

SECTION 12.7Governing Law; Consent to Jurisdiction and Service of Process; Waiver of Jury Trial.

(a)Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

(b)Submission to Jurisdiction. Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of

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New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)Waiver of Venue. Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 12.7(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier or electronic communications) in Section 12.6. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

(e)Waiver of Jury Trial. Each Pledgor hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 12.7(e).

SECTION 12.8Severability of Provisions. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 12.9Execution in Counterparts. 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.

SECTION 12.10Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

SECTION 12.11No Credit for Payment of Taxes or Imposition. Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement or the Loans, and such Pledgor shall not be entitled to any credit against any other sums which

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may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

SECTION 12.12No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 12.13Obligations Absolute. To the fullest extent permitted by applicable Requirements of Law, all obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii)any lack of validity or enforceability of the Credit Agreement, any Hedging Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(iii)any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Hedging Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(iv)any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(v)any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof or of the Credit Agreement, any Hedging Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 12.5 hereof; or

(vi)any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

ARTICLE XIII

SPECIAL PROVISIONS RELATING TO GAMING LAWS

SECTION 13.1Additional Provisions Relating to Gaming Laws and Gaming Licenses.

(a)Each Pledgor agrees that, upon the occurrence of and during the continuance of an Event of Default and at the Collateral Agent’s request, it will, and will cause each of its Subsidiaries to, promptly file (and in any event within 5 Business Days) such applications for approval and shall use commercially reasonable efforts to take all other and further actions required by the Collateral Agent to

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obtain such approvals or consents of the applicable Gaming Authorities, and any other Governmental Authorities with jurisdiction as are necessary for the Collateral Agent, to continue operation of the businesses of the Borrower and its Subsidiaries under the Gaming Licenses held by it, or to hold its interest in any Person holding any such Gaming License related to the operations of any Pledgor pursuant to the Gaming Laws. To enforce the provisions of this Article XIII, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the applicable Gaming Authority and any other Governmental Authorities with jurisdiction, authorization pursuant to the Gaming Laws to continue operation of the businesses of each Pledgor and its Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of each Pledgor and its Subsidiaries. Each Pledgor hereby agrees to authorize, and to cause each of its Subsidiaries to authorize such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of such Pledgor and its Subsidiaries upon the request of the receiver so appointed and, if any Pledgor or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and continuance of an Event of Default, each Pledgor shall further use, and shall cause its Subsidiaries to use, commercially reasonable efforts to assist in obtaining approval of the applicable Gaming Authority and any other Governmental Authorities with jurisdiction, if required, for any action or transactions contemplated by the Agreement or the Loan Documents, including, preparation, execution, and filing with the applicable Gaming Authority and any other Governmental Authorities with jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Pledgor and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Pledged Collateral. Each Pledgor acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Pledgor and its Subsidiaries under the Gaming Licenses or for a transfer of control is integral to the Collateral Agent’s realization of the value of the Pledged Collateral, that there is no adequate remedy at law for failure by each Pledgor to comply with the provisions of this Article XIII and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Article XIII may be specifically enforced.

(b)All rights, remedies, and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provision of the Gaming Laws and all provisions of this Agreement and the other Loan Documents are intended to be subject to all applicable mandatory provisions of the Gaming Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement or the other Loan Documents invalid or unenforceable, in whole or in part. The Collateral Agent will timely apply for and receive all required approvals of the applicable Gaming Authority for the sale or other disposition of gaming equipment regulated by the Gaming Laws (including any such sale or disposition of gaming equipment consisting of slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, and all other “gaming devices” (as such term or words of like import referring thereto are defined in the Gaming Laws), and “associated equipment” (as such term or words of like import referring thereto are defined in the Gaming Laws).

SECTION 13.2Compliance with Gaming Laws(a). Notwithstanding anything to the contrary contained herein or in any other Loan Documents, the Collateral Agent expressly acknowledges and agrees that the exercise of its rights and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws.

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IN WITNESS WHEREOF, the Pledgors and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

JACOBS ENTERTAINMENT, INC.,

as Borrower and Pledgor

/s/ Jeffrey P. Jacobs

By:

Jeffrey P. Jacobs

Its:

Chief Executive Officer

/s/ Stephen R. Roark

Stephen R. Roark, signing on behalf of the

entities listed below in the capacity listed

next to each respective entity:

BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President

GOLD DUST WEST CASINO, INC., as its Vice President

GILPIN VENTURES, INC., as its President

JALOU L.L.C., as its President and Manager

JALOU II INC., as its President

GILPIN HOTEL VENTURE

By:

Gilpin Ventures, Inc., its partner

By:

/s/ Stephen R. Roark

Name:

Stephen R. Roark

Its:

President

By:  Black Hawk Gaming & Development Company, Inc., its partner

By:

/s/ Stephen R. Roark

Name:

Stephen R. Roark

Its:

President

BLACK HAWK/JACOBS ENTERTAINMENT, LLC

By: Black Hawk Gaming & Development Company, Inc.

Its:

Authorized Manager

By:

/s/ Stephen R. Roark

Name:

Stephen R. Roark

Its:

President

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DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
		By:					/s/ Stephen R. Roark
		Name:			Stephen R. Roark
		Its:	Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
		By:					/s/ Stephen R. Roark
		Name:			Stephen R. Roark
		Its:	Chief Financial Officer
/s/ Ian M. Stewart
Ian M. Stewart, signing on behalf of the entities listed below in the capacity listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, LLC, as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By:	Stansley Racing Corp., its General Partner
		By:					/s/ Ian M. Stewart
		Name:				Ian M. Stewart
		Its:		President

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	/s/ Stan Guidroz
Stan Guidroz, signing on behalf of the entities
listed below in the capacity listed next to each respective entity:
WINNER’S CHOICE CASINO, INC., as its President
JACE, INC., as its President
FUEL STOP 36, INC., as its President
HOUMA TRUCK PLAZA & CASINO, L.L.C., as its President and Manager
JALOU – CASH’S L.L.C., its President and Manager
LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C., as its President and Manager
BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C., as its President and Manager
RACELAND TRUCK PLAZA AND CASINO, L.L.C., as its President and Manager
JRJ PROPERTIES, LLC, as its President and Manager
JALOU OF LAROSE, LLC, as its President and Manager
JALOU BREAUX BRIDGE, LLC, as its President and Manager
JALOU EUNICE, LLC, as its President and Manager
JALOU OF ST. MARTIN, L.L.C., as its President and Manager
JALOU DIAMOND, L.L.C., as its President and Manager
JALOU MAGIC, L.L.C., as its President and Manager
JALOU OF VINTON, LLC, as its President and Manager
JALOU OF VINTON-BINGO, LLC, as its President and Manager
JALOU OF ST. HELENA, LLC, as its President and Manager
JALOU OF JEFFERSON, LLC, as its President and Manager

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GUARANTOR AND PLEDGOR
JACOBS PIÑON PLAZA ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:	Jeffrey P. Jacobs
Its:	President
JACOBS ELKO ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:	Jeffrey P. Jacobs
Its:	President
CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Collateral Agent
/s/ Cassandra Droogan
By:	Cassandra Droogan
Title:	Vice President
/s/ Doreen Barr
By:	Doreen Barr
Title:	Vice President

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EX-4.6

EXHIBIT 4.6

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”) is entered into as of June 16, 2006, by and among JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”) and EACH UNDERSIGNED AFFILIATE OF THE BORROWER (the “Guarantors”, and, together with the Borrower, collectively, the “Contributors”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Credit Agreement, dated as of June    , 2006, among the Borrower, the lenders from time to time party thereto (the “Lenders”), Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Collateral Agent, and issuing bank (in such capacity, the “Issuing Bank”), Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender and CIT Lending Services Corporation, as Documentation Agent (the “Credit Agreement”; capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Credit Agreement), the Lenders and the Issuing Bank have agreed to make certain loans and other financial accommodations to the Contributors in an aggregate principal amount not to exceed $100,000,000.00;

WHEREAS, the Borrower is directly liable for amounts owing in respect of the Loans and other obligations pursuant to the Credit Agreement and the Guarantors are liable therefore as guarantors (collectively, the “Liabilities”);

WHEREAS, the Contributors desire to set forth a fair and equitable arrangement among themselves as to their respective contribution obligations with respect to the Liabilities;

WHEREAS, the Contributors desire to confirm that they shall each be responsible for funding their Proportionate Share (as defined below) of the Liabilities when they become due; and

WHEREAS, each Contributor’s “Proportionate Share” is set forth opposite the respective Contributor’s name on Exhibit A hereto.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein the parties hereto agree as follows:

1.             Liabilities. Each Contributor confirms that such Contributor shall be liable for, and hereby agrees to pay when due, such Contributor’s Proportionate Share of any Liability. In the event a Contributor shall make any payment in excess of its Proportionate Share (an “Excess Payment”), then such Contributor shall be entitled to contribution in the amount of the Excess Payment from each other Contributor who pays less than such other Contributor’s Proportionate Share of such Liability.

2.             Agreement to Pay Enforcement Costs. In the event any Contributor shall not make any payment required hereunder, the other Contributor(s) seeking such payment shall, in addition to such payment, be entitled to reimbursement for all expenses (including reasonable attorneys’ fees) incurred in connection with enforcing such Contributor’s rights hereunder.

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3.Notice. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered (including by an overnight or other delivery service) or mailed by registered or certified first class mail, postage prepaid, delivered or addressed to the party to whom such notice is to be given at such party’s respective address set forth along with such party’s name on the signature page hereof or at such other address as such party may specify by notice given as provided in this Section 3.

4.Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof, and may not be changed, modified, terminated, or discharged, in whole or in part, except by a writing executed by all of the parties hereto. Except as otherwise provided herein, no waiver of any of the provisions or conditions of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented to such waiver.

5.Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, heirs, administrators, executors, trustees, beneficiaries, devisees, successors and permitted assigns. This Agreement shall not be assignable, in whole or in part, by any party without the prior written consent of the other parties hereto. Except as provided otherwise in this Section 5 nothing herein, express or implied, is intended or shall be construed to confer upon or to give to any person, corporation, firm or legal entity other than the parties hereto any rights, remedies or other benefits.

6.Applicable Law; Construction. This Agreement shall be governed by, and construed under and pursuant to, the laws of the State of New York without regard to conflict of law principles that would require application of the law of another jurisdiction.

7.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

8.Captions. The captions in this Agreement are included for purposes of convenience only and shall not be considered a part of this Agreement in construing or interpreting any provision hereof.

9.Invalidity. The invalidity or unenforceability of any term or provision in this Agreement, or the application of such term or provision to any person or circumstances, shall not impair or affect the remainder of this Agreement and its application to other persons and circumstances, and the remaining terms and provisions hereof shall not be invalidated but shall remain in full force and effect.

10.Number. Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned Contributors have executed this Agreement as of the date and year first above written.

JACOBS ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:	Jeffrey P. Jacobs
Its:	Chief Executive Officer
JACOBS PIÑON PLAZA ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:	Jeffrey P. Jacobs
Its:	President
JACOBS ELKO ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By:	Jeffrey P. Jacobs
Its:	President
/s/ Stephen R. Roark
Stephen R. Roark, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President
GOLD DUST WEST CASINO, INC., as its Vice President
GILPIN VENTURES, INC., as its President
JALOU L.L.C., as its President and Manager
JALOU II INC., as its President
GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
		By:	/s/ Stephen R. Roark
		Name:		Stephen R. Roark
		Its:	President
By: Black Hawk Gaming & Development Company, Inc., its partner
		By:	/s/ Stephen R. Roark
		Name:		Stephen R. Roark
		Its:	President

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BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its: Authorized Manager
	By:	/s/ Stephen R. Roark
	Name:						Stephen R. Roark
	Its:		President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
	By:				/s/ Stephen R. Roark
	Name:						Stephen R. Roark
	Its:					Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
	By:			/s/ Stephen R. Roark
	Name:						Stephen R. Roark
	Its:		Chief Financial Officer

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/s/ Stan Guidroz

Stan Guidroz, signing on behalf of the entities

listed below in the capacity listed next to each respective entity:

WINNER’S CHOICE CASINO, INC., as its President

JACE, INC., as its President

FUEL STOP 36, INC., as its President

HOUMA TRUCK PLAZA & CASINO, L.L.C., as its President and Manager

JALOU – CASH’S L.L.C., its President and Manager

LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C., as its President and Manager

BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C., as its President and Manager

RACELAND TRUCK PLAZA AND CASINO, L.L.C., as its President and Manager

JRJ PROPERTIES, LLC, as its President and Manager

JALOU OF LAROSE, LLC, as its President and Manager

JALOU BREAUX BRIDGE, LLC, as its President and Manager

JALOU EUNICE, LLC, as its President and Manager

JALOU OF ST. MARTIN, L.L.C., as its President and Manager

JALOU DIAMOND, L.L.C., as its President and Manager

JALOU MAGIC, L.L.C., as its President and Manager

JALOU OF VINTON, LLC, as its President and Manager

JALOU OF VINTON-BINGO, LLC, as its President and Manager

JALOU OF ST. HELENA, LLC, as its President and Manager

JALOU OF JEFFERSON, LLC, as its President and Manager

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/s/ Ian M. Stewart
Ian M. Stewart, signing on behalf of the entities listed below in the capacity listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, LLC, as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
	By:		/s/ Ian M. Stewart
	Name:			Ian M. Stewart
	Its:	President

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EX-4.7

EXHIBIT 4.7

CUSTODIAN AGREEMENT

This Custodian Agreement (the “Agreement”) is dated as of June 16, 2006, and is made by DUNHAM TRUST COMPANY, 1 East Liberty Street, Sixth Floor, Reno, NV 89504, as custodian (the “Custodian”), CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Collateral Agent (the “Agent”) under the Credit Agreement, as defined below, JACOBS ENTERTAINMENT, INC., a Delaware corporation as the Borrower under the Credit Agreement (“Jacobs”) and BLACKHAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation (“Black Hawk” and, together with Jacobs, the “Pledgors” under the Pledge Agreement (as defined below)). Capitalized terms used herein without definition have the meanings assigned thereto in the Pledge Agreement.

RECITALS

A.Jacobs, as Borrower, and the Agent, as Issuing Bank, Administrative Agent for the Lenders and Collateral Agent for the Secured Parties and the Issuing Bank, the several lenders from time to time thereto, as Lenders, CIBC World Markets Corp., as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent and as Swingline Lender, and CIT Lending Services Corporation, as Documentation Agent, have entered into that certain Credit Agreement, dated as of June 16, 2006 (the “Credit Agreement”), pursuant to which the Lenders have agreed to make certain loans and Issuing Bank has agreed to issue letters of credit to Jacobs in an aggregate amount of $100,000,000;

B.In addition to the Credit Agreement, Jacobs and Black Hawk, each in its capacity as a Pledgor, and Agent, have executed that certain Pledge Agreement, dated as of June 16, 2006 (the “Pledge Agreement”). The Pledgors have agreed, as security for the Secured Obligations, to pledge certain property as collateral, including the stock described on Schedule A attached hereto and incorporated herein by this reference (the “Pledged Nevada Stock”); and

C.In order to conform to the requirements of the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, and the regulations of the Nevada Gaming Commission (“Commission”) promulgated thereunder (collectively, the “Nevada Gaming Laws”), it is necessary for the Agent to appoint an agent in the State of Nevada to take possession and maintain custody of the stock evidencing the Pledged Nevada Stock (the “Certificates”) in the State of Nevada, for the purpose of perfecting the security interest in the Pledged Collateral held by the Agent for the benefit of the Lenders under the Pledge Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

APPOINTMENT; TERM

1.01Appointment of Custodian. The Agent hereby appoints the Custodian as the Agent’s representative in the State of Nevada to hold the Certificates on behalf of the Agent pursuant to the terms of this Agreement and hereby vests in the Custodian the right to hold custody of the Certificates within the State of Nevada as required by applicable Nevada Gaming Laws. The Custodian hereby accepts its appointment as Agent’s representative in the State of Nevada, agrees to maintain custody of the Certificates at a location within the State of Nevada (the “Nevada Collateral Location”), and agrees to act at the direction of the Agent with respect to any or all of the Pledged Nevada Stock, subject to the terms and conditions hereof. The Custodian shall notify the Pledgors of the initial Nevada Collateral Location and at least thirty (30) days prior to any change of such location, shall notify the Pledgors of any such change during the term of this Agreement or upon the termination of this Agreement, and shall make the Certificates available for inspection by agents or employees of the Nevada State Gaming Control Board immediately upon request during normal business hours.

1.02Term. The Custodian may terminate this Agreement upon thirty (30) days prior written notice to the Agent and to the Pledgors, and the Agent may terminate this Agreement upon thirty (30) days written notice to the Custodian and the Pledgors advising of the impending change in the Nevada Collateral Location. Upon termination of this Agreement, if the Custodian has not previously released the Certificates in accordance with this Agreement, the Custodian shall deliver the Certificates to such person as shall be designated in writing by the Agent (and approved in writing by the Pledgors) or by order of any court of competent jurisdiction and this Agreement shall continue in full force and effect until such time. Notwithstanding the foregoing, so long as one of the entities whose equity interests constitutes any part of the Pledged Nevada Stock holds a license or registration issued by the Nevada Gaming Commission, the Certificates may not be surrendered by the Custodian to any party other than the Pledgors (to the extent permitted by the Agent) or a successor custodian in Nevada without the prior approval of the Nevada Gaming Commission or the Nevada State Gaming Control Board, as applicable.

1.03Fees. Each of the parties hereto agrees that Pledgors shall be solely responsible for paying Custodian’s fees as set forth in Schedule B hereto, and for reimbursing Custodian for its out-of-pocket expenses incurred in connection with the rendering of custodial services under this Agreement.

2

ARTICLE II

DUTIES OF CUSTODIAN

2.01Purpose of Custody. The Custodian has been engaged as Agent’s representative in the State of Nevada in order to comply with the requirements of applicable Nevada Gaming Laws respecting the Pledged Nevada Stock such that the Certificates are required to be maintained at a location within the State of Nevada.

2.02Obligations of Custodian. The Custodian agrees that it shall accept instructions or directions with respect to the Certificates solely from the Agent, and shall disregard any conflicting instructions or directions from the Pledgors, or their affiliates; provided, however, that the Custodian shall forward to the Pledgors a copy of any such instructions or directions received from the Agent within two (2) business days of its receipt thereof; provided, further however, that the failure to forward such instructions or directions to the Pledgors shall not affect the Custodian’s right and obligation to comply with such instructions or directions. The Custodian may act in good faith reliance upon any instruction, direction, instrument, or signature reasonably believed to be that of the Agent or an authorized agent, employee, or representative thereof in connection with this Agreement or any notice pursuant hereto, or the Certificates.

2.03Indemnification. The Pledgors hereby indemnify and hold harmless the Custodian from any claims, demands, losses, or liabilities (including reasonable attorneys’ fees) arising out of or related to any action or inaction of the Custodian with respect to the Certificates in respect of any instruction or direction given by the Agent, except for any claims, demands, losses, or liabilities resulting from the gross negligence or willful misconduct of the Custodian. Notwithstanding anything herein to the contrary, Custodian shall not be liable for consequential or punitive damages relating to its activities under this Agreement.

ARTICLE III

MISCELLANEOUS

3.01Notices. All notices to the Custodian shall be given to it at its address in the preamble hereto. All notices to the Agent and the Pledgors hereunder shall be given to them at the following addresses:

Agent:	Credit Suisse, Cayman Islands Branch
	11 Madison Avenue
	New York, NY 10010
	Attn: Thomas Lynch
	Tel: (212) 325 - 9205
	Fax: (212) 325 – 8304

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Pledgors:	Jacobs Entertainment, Inc.
	Blackhawk Gaming & Development Company, Inc.
	P.O. Box 25
	240 Main Street
	Black Hawk, Colorado 80422
	Attn: Chief Financial Officer
	Tel: (303) 582-1117
	Fax: (303) 582-0239

Any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service, upon receipt of telefacsimile or telex, or three business days after depositing it in the United States mail with postage prepaid and properly addressed.

3.02Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

3.03Governing Law. This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Nevada applicable to contracts made and performed in such state, except as otherwise required by mandatory provisions of law.

3.04Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[signatures on following page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first above written.

DUNHAM TRUST COMPANY, as Custodian
By:
Name:
Title:
CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as Agent
By:
Name:
Title:
JACOBS ENTERTAINMENT, INC., as a Pledgor
By:	/s/ Jeffrey P. Jacobs
Name:	Jeffrey P. Jacobs
Title:	Chief Executive Officer
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC., as a Pledgor
By:	/s/ Stephen R. Roark
Name:	Stephen R. Roark
Title:	President

Schedule A

Pledged Collateral

Pledgor	Issuer of Pledged Nevada Stock	Number of Shares	Class	Certificate Number(s)	Jurisdiction of Incorporation of Issuer of Pledged Nevada Stock
Black Hawk Gaming & Development Company, Inc.	Gold Dust West Casino, Inc.	100	Common	1	Nevada
Jacobs Entertainment, Inc.	Jacobs Pinon Plaza Entertainment, Inc.	100	Common	1	Nevada
Jacobs Entertainment, Inc.	Black Hawk Gaming & Development Copmany, Inc.	1000	Capital	2	Colorado
Jacobs Entertainment, Inc.	Jacobs Elko Entertainment, Inc.	100	Common	1	Nevada

Schedule B

Custodian’s Fees

$2,000.00 annually for holding the Certificates as Custodian under this Agreement.

EX-4.8

EXHIBIT 4.8

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED

INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH 501(a)(1), (2), (3), or (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO CLAUSE (C) OR (E) ABOVE, PRIOR TO SUCH TRANSFER, THE HOLDER WILL BE REQUIRED TO FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

(Face of Note)

CUSIP No:  469815 AE4

9.75% Senior Notes due 2014

No. 001 $209,135,000

JACOBS ENTERTAINMENT, INC.

promises to pay to CEDE & Co. or registered assigns, the principal sum of TWO HUNDRED NINE MILLION ONE HUNDRED THIRTY FIVE THOUSAND Dollars on June 15, 2014.

Interest Payment Dates:  June 15 and December 15, commencing December 15, 2006

Record Dates:  June 1 and December 1

Dated: June 16, 2006
JACOBS ENTERTAINMENT, INC.
By:
	Name: Stephen R. Roark
	Title: Chief Financial Officer

Certificate of Authentication:

This is one of the Global Notes
referred to in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee

By:
	Authorized Signatory

Dated:  June 16, 2006

(Back of Note)

9.75% Senior Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest. Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.75% per annum. The Company shall pay interest and Additional Interest, if any, semi-annually on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of this Note. The Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2.Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest to the Persons who are registered Holders at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture (as defined below) with respect to defaulted interest. The Notes shall be payable as to principal, premium, interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest on all Global Notes and all other Notes the Holders of more than $1,000 in aggregate principal amount of Notes which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.Indenture. The Company issued the Notes under an Indenture dated as of June 16, 2006 (“Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act

for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.Optional Redemption. On or after June 15, 2010, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on June 15 of the years indicated below:

Year	Percentage
2010	104.875	%
2011	102.438	%
2012 and thereafter	100.000	%

In addition, at any time prior to June 15, 2009, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of record on the Relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of any Equity Offering; provided that:

(1)at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2)the redemption must occur within 45 days after the date of the closing of such Equity Offering.

Except pursuant to the preceding paragraph, the Notes shall not be redeemable at the Company’s option prior to June 15, 2010.

6.Mandatory Redemption. Other than as set forth in Paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

7.Mandatory Disposition in Accordance with Gaming Laws. If any Gaming Authority requires that a Holder or beneficial owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner (i) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority or (ii) is denied such license or qualification or not found suitable, the Company shall have the right, at its option (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (i) or (ii) above or (2) to redeem the Notes of such Holder or beneficial owner at a redemption price equal to the lesser of (y) the principal amount thereof, together with accrued and unpaid interest and Additional

Interest, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority and (z) the price at which such Holder or beneficial owner acquired the Notes, together with accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority. The Company shall notify the Trustee in writing of any redemption pursuant to Section 3.09 of the Indenture as soon as practicable.

Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes will not be licensed, qualified or found suitable, the Holder or beneficial owner will, to the extent required by applicable law, have no further right (i) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes; or (ii) to receive any interest, dividend, economic interests or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company, the Subsidiary Guarantors or the Trustee.

The Holder or beneficial owner that is required to apply for a license, qualification or a finding of suitability shall pay all fees and costs of applying for and obtaining the license, qualification or finding of suitability and of any investigation by the applicable Gaming Authorities.

8.Change of Control Offer. Upon the occurrence of a Change of Control, the Company shall, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as set forth in Article 3 of the Indenture, offer to repurchase all or any part (in minimum principal amounts of $2,000 and integral multiples of $1,000) of such Holder’s Notes pursuant to the offer described below at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon to the date of purchase. Within 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

9.Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 Business Days before a selection of Notes to be redeemed.

10.Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes.

11.Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing Default or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

12.Defaults and Remedies. Events of Default are set forth in the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13.Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14.No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any Obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

15.Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16.Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17.Additional Rights of Holders of Notes. In addition to the rights provided to Holders under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the Issue Date, among the Company, the Subsidiary Guarantors and the Initial Purchasers.

18.CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of this Indenture and/or the Registration Rights Agreement. Requests may be made to:

Jacobs Entertainment, Inc.
17301 W. Colfax Avenue
Suite 250
Golden, Colorado  80410
Attention:  President
Telephone No.:  (303) 215-5200
Telecopier No.:  (303) 215-5219

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 9.75% Senior Notes due 2014 (the “Notes”) of 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 (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 10 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee.

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 10 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 16, 2006

SUBSIDIARY GUARANTORS:

JACOBS PIÑON PLAZA ENTERTAINMENT, INC.

By: Jeffrey P. Jacobs

Its: President

JACOBS ELKO ENTERTAINMENT, INC.

By: Jeffrey P. Jacobs

Its: President

Stephen R. Roark, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President
GOLD DUST WEST CASINO, INC., as its Vice President
GILPIN VENTURES, INC., as its President
JALOU L.L.C., as its President and Manager
JALOU II INC., as its President
GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
					By:
					Name: Stephen R. Roark
					Its: President
By: Black Hawk Gaming & Development Company, Inc., its partner
				By:
				Name: Stephen R. Roark
				Its: President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its: Authorized Manager
			By:
			Name: Stephen R. Roark
			Its: President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
		By:
		Name: Stephen R. Roark
		Its: Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
	By:
	Name: Stephen R. Roark
	Its: Chief Financial Officer

Stan Guidroz, signing on behalf of the

 entities listed below in the capacity

listed next to each respective entity:

WINNER’S CHOICE CASINO, INC., as its President

JACE, INC., as its President

FUEL STOP 36, INC., as its President

HOUMA TRUCK PLAZA & CASINO, L.L.C., as its
President and Manager

JALOU – CASH’S L.L.C., its President and Manager

LUCKY MAGNOLIA TRUCK STOP AND CASINO,
L.L.C., as its President and Manager

BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.,
as its President and Manager

RACELAND TRUCK PLAZA AND CASINO, L.L.C., as
its President and Manager

JRJ PROPERTIES, LLC, as its President and Manager

JALOU OF LAROSE, LLC, as its President and Manager

JALOU BREAUX BRIDGE, LLC, as its President and
Manager

JALOU EUNICE, LLC, as its President and Manager

JALOU OF ST. MARTIN, L.L.C., as its President and
Manager

JALOU DIAMOND, L.L.C., as its President and Manager

JALOU MAGIC, L.L.C., as its President and Manager

JALOU OF VINTON, LLC, as its President and Manager

JALOU OF VINTON-BINGO, LLC, as its President and
Manager

JALOU OF ST. HELENA, LLC, as its President and
Manager

JALOU OF JEFFERSON, LLC, as its President and
Manager

Ian M. Stewart, signing on behalf of the
Entities listed below in the capacity
listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, L.L.C., as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
	By:
	Name: Ian M. Stewart
	Its: President

Assignment Form

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                      to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guarantee.

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or 4.14 of the Indenture, check the box below:

o Section 4.14 o Section 4.11

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.14 or 4.11 of the Indenture, state the amount you elect to have purchased:  $

Date:	Your Signature:
	(Sign exactly as your name appears on the Note)
	Tax Identification No.:

Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Note Amount of increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
following such decrease
(or increase) Signature of
authorized officer of
Trustee or Note
Custodian

EX-4.9

EXHIBIT 4.9

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS

ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH 501(a)(1), (2), (3), or (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO CLAUSE (C) OR (E) ABOVE, PRIOR TO SUCH TRANSFER, THE HOLDER WILL BE REQUIRED TO FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

(Face of Note)

CUSIP No:  U46754AB0

9.75% Senior Notes due 2014

No. 002 $865,000

JACOBS ENTERTAINMENT, INC.

promises to pay to CEDE & Co. or registered assigns, the principal sum of  EIGHT HUNDRED SIXTY-FIVE THOUSAND Dollars on June 15, 2014.

Interest Payment Dates:  June 15 and December 15, commencing December 15, 2006

Record Dates:  June 1 and December 1

Dated: June 16, 2006
JACOBS ENTERTAINMENT, INC.
By:
	Name: Stephen R. Roark
	Title: Chief Financial Officer

Certificate of Authentication:

This is one of the Global Notes
referred to in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee

By:
	Authorized Signatory

Dated:  June 16, 2006

(Back of Note)

9.75% Senior Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest. Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.75% per annum. The Company shall pay interest and Additional Interest, if any, semi-annually on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of this Note. The Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2.Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest to the Persons who are registered Holders at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture (as defined below) with respect to defaulted interest. The Notes shall be payable as to principal, premium, interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest on all Global Notes and all other Notes the Holders of more than $1,000 in aggregate principal amount of Notes which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.Indenture. The Company issued the Notes under an Indenture dated as of June 16, 2006 (“Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act

for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.Optional Redemption. On or after June 15, 2010, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on June 15 of the years indicated below:

Year	Percentage
2010	104.875	%
2011	102.438	%
2012 and thereafter	100.000	%

In addition, at any time prior to June 15, 2009, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of record on the Relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of any Equity Offering; provided that:

(1)at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2)the redemption must occur within 45 days after the date of the closing of such Equity Offering.

Except pursuant to the preceding paragraph, the Notes shall not be redeemable at the Company’s option prior to June 15, 2010.

6.Mandatory Redemption. Other than as set forth in Paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

7.Mandatory Disposition in Accordance with Gaming Laws. If any Gaming Authority requires that a Holder or beneficial owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner (i) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority or (ii) is denied such license or qualification or not found suitable, the Company shall have the right, at its option (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (i) or (ii) above or (2) to redeem the Notes of such Holder or beneficial owner at a redemption price equal to the lesser of (y) the principal amount thereof, together with accrued and unpaid interest and Additional

Interest, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority and (z) the price at which such Holder or beneficial owner acquired the Notes, together with accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority. The Company shall notify the Trustee in writing of any redemption pursuant to Section 3.09 of the Indenture as soon as practicable.

Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes will not be licensed, qualified or found suitable, the Holder or beneficial owner will, to the extent required by applicable law, have no further right (i) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes; or (ii) to receive any interest, dividend, economic interests or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company, the Subsidiary Guarantors or the Trustee.

The Holder or beneficial owner that is required to apply for a license, qualification or a finding of suitability shall pay all fees and costs of applying for and obtaining the license, qualification or finding of suitability and of any investigation by the applicable Gaming Authorities.

8.Change of Control Offer. Upon the occurrence of a Change of Control, the Company shall, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as set forth in Article 3 of the Indenture, offer to repurchase all or any part (in minimum principal amounts of $2,000 and integral multiples of $1,000) of such Holder’s Notes pursuant to the offer described below at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon to the date of purchase. Within 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

9.Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 Business Days before a selection of Notes to be redeemed.

10.Persons Deemed Owners. The registered holder of a Note may be treated as its owner for all purposes.

11.Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing Default or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

12.Defaults and Remedies. Events of Default are set forth in the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13.Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14.No Recourse Against Others. A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any Obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

15.Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16.Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17.Additional Rights of Holders of Notes. In addition to the rights provided to Holders under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the Issue Date, among the Company, the Subsidiary Guarantors and the Initial Purchasers.

18.CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of this Indenture and/or the Registration Rights Agreement. Requests may be made to:

Jacobs Entertainment, Inc.
17301 W. Colfax Avenue
Suite 250
Golden, Colorado  80410
Attention:  President
Telephone No.:  (303) 215-5200
Telecopier No.:  (303) 215-5219

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 9.75% Senior Notes due 2014 (the “Notes”) of 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 (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 10 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee.

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 10 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 16, 2006

SUBSIDIARY GUARANTORS:

JACOBS PIÑON PLAZA ENTERTAINMENT, INC.

By: Jeffrey P. Jacobs

Its: President

JACOBS ELKO ENTERTAINMENT, INC.

By: Jeffrey P. Jacobs

Its: President

Stephen R. Roark, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President
GOLD DUST WEST CASINO, INC., as its Vice President
GILPIN VENTURES, INC., as its President
JALOU L.L.C., as its President and Manager
JALOU II INC., as its President
GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
					By:
					Name: Stephen R. Roark
					Its: President
By: Black Hawk Gaming & Development Company, Inc., its partner
				By:
				Name: Stephen R. Roark
				Its: President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its: Authorized Manager
			By:
			Name: Stephen R. Roark
			Its: President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
		By:
		Name: Stephen R. Roark
		Its: Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
	By:
	Name: Stephen R. Roark
	Its: Chief Financial Officer

Stan Guidroz, signing on behalf of the

 entities listed below in the capacity

listed next to each respective entity:

WINNER’S CHOICE CASINO, INC., as its President

JACE, INC., as its President

FUEL STOP 36, INC., as its President

HOUMA TRUCK PLAZA & CASINO, L.L.C., as its
President and Manager

JALOU – CASH’S L.L.C., its President and Manager

LUCKY MAGNOLIA TRUCK STOP AND CASINO,
L.L.C., as its President and Manager

BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.,
as its President and Manager

RACELAND TRUCK PLAZA AND CASINO, L.L.C., as
its President and Manager

JRJ PROPERTIES, LLC, as its President and Manager

JALOU OF LAROSE, LLC, as its President and Manager

JALOU BREAUX BRIDGE, LLC, as its President and
Manager

JALOU EUNICE, LLC, as its President and Manager

JALOU OF ST. MARTIN, L.L.C., as its President and
Manager

JALOU DIAMOND, L.L.C., as its President and Manager

JALOU MAGIC, L.L.C., as its President and Manager

JALOU OF VINTON, LLC, as its President and Manager

JALOU OF VINTON-BINGO, LLC, as its President and
Manager

JALOU OF ST. HELENA, LLC, as its President and
Manager

JALOU OF JEFFERSON, LLC, as its President and
Manager

Ian M. Stewart, signing on behalf of the
Entities listed below in the capacity
listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, L.L.C., as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
	By:
	Name: Ian M. Stewart
	Its: President

Assignment Form

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                      to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guarantee.

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or 4.14 of the Indenture, check the box below:

o Section 4.14 o Section 4.11

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.14 or 4.11 of the Indenture, state the amount you elect to have purchased:  $

Date:	Your Signature:
	(Sign exactly as your name appears on the Note)
	Tax Identification No.:

Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Note Amount of increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
following such decrease
(or increase) Signature of
authorized officer of
Trustee or Note
Custodian

EX-4.10

EXHIBIT 4.10

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED

INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH 501(a)(1), (2), (3), or (7) UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO CLAUSE (C) OR (E) ABOVE, PRIOR TO SUCH TRANSFER, THE HOLDER WILL BE REQUIRED TO FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

(Face of Note)

CUSIP No:  469815AF1

9.75% Senior Notes due 2014

No. 003 $0

JACOBS ENTERTAINMENT, INC.

promises to pay to CEDE & Co. or registered assigns, the principal sum of  ZERO Dollars on June 15, 2014.

Interest Payment Dates:  June 15 and December 15, commencing December 15, 2006

Record Dates:  June 1 and December 1

Dated: June 16, 2006
JACOBS ENTERTAINMENT, INC.
By:
	Name: Stephen R. Roark
	Title: Chief Financial Officer

Certificate of Authentication:

This is one of the Global Notes
referred to in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee

By:
	Authorized Signatory

Dated:  June 16, 2006

(Back of Note)

9.75% Senior Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest.  Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.75% per annum.  The Company shall pay interest and Additional Interest, if any, semi-annually on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of this Note.  The Company shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect; it shall pay interest (including Accrued Bankruptcy Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2.Method of Payment.  The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest to the Persons who are registered Holders at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture (as defined below) with respect to defaulted interest.  The Notes shall be payable as to principal, premium, interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest on all Global Notes and all other Notes the Holders of more than $1,000 in aggregate principal amount of Notes which shall have provided wire transfer instructions to the Company or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar.  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

4.Indenture.  The Company issued the Notes under an Indenture dated as of June 16, 2006 (“Indenture”) among the Company, the Subsidiary Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act

for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.Optional Redemption.  On or after June 15, 2010, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-month period beginning on June 15 of the years indicated below:

Year	Percentage
2010	104.875	%
2011	102.438	%
2012 and thereafter	100.000	%

In addition, at any time prior to June 15, 2009, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the right of Holders of record on the Relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of any Equity Offering; provided that:

(1)at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company and its Subsidiaries); and

(2)the redemption must occur within 45 days after the date of the closing of such Equity Offering.

Except pursuant to the preceding paragraph, the Notes shall not be redeemable at the Company’s option prior to June 15, 2010.

6.Mandatory Redemption.  Other than as set forth in Paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

7.Mandatory Disposition in Accordance with Gaming Laws.  If any Gaming Authority requires that a Holder or beneficial owner of Notes be licensed, qualified or found suitable under any applicable Gaming Law and such Holder or beneficial owner (i) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority or (ii) is denied such license or qualification or not found suitable, the Company shall have the right, at its option (1) to require any such Holder or beneficial owner to dispose of its Notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (i) or (ii) above or (2) to redeem the Notes of such Holder or beneficial owner at a redemption price equal to the lesser of (y) the principal amount thereof, together with accrued and unpaid interest and Additional

Interest, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority and (z) the price at which such Holder or beneficial owner acquired the Notes, together with accrued and unpaid interest and Additional Interest, if any, to the earlier of the date of redemption or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority.  The Company shall notify the Trustee in writing of any redemption pursuant to Section 3.09 of the Indenture as soon as practicable.

Immediately upon a determination by a Gaming Authority that a Holder or beneficial owner of the Notes will not be licensed, qualified or found suitable, the Holder or beneficial owner will, to the extent required by applicable law, have no further right (i) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the Notes; or (ii) to receive any interest, dividend, economic interests or any other distributions or payments with respect to the Notes or any remuneration in any form with respect to the Notes from the Company, the Subsidiary Guarantors or the Trustee.

The Holder or beneficial owner that is required to apply for a license, qualification or a finding of suitability shall pay all fees and costs of applying for and obtaining the license, qualification or finding of suitability and of any investigation by the applicable Gaming Authorities.

8.Change of Control Offer.  Upon the occurrence of a Change of Control, the Company shall, unless the Company has previously or concurrently mailed a redemption notice with respect to all of the outstanding Notes as set forth in Article 3 of the Indenture, offer to repurchase all or any part (in minimum principal amounts of $2,000 and integral multiples of $1,000) of such Holder’s Notes pursuant to the offer described below at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon to the date of purchase.  Within 10 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes pursuant to the procedures required by the Indenture and described in such notice.  The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

9.Denominations, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the transfer of any Notes for a period of 15 Business Days before a selection of Notes to be redeemed.

10.Persons Deemed Owners.  The registered holder of a Note may be treated as its owner for all purposes.

11.Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing Default or noncompliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes.  Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA.

12.Defaults and Remedies.  Events of Default are set forth in the Indenture.  If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes.  The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

13.Trustee Dealings with Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14.No Recourse Against Others.  A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any Obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such Obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

15.Authentication.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16.Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the

entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17.Additional Rights of Holders of Notes.  In addition to the rights provided to Holders under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the Issue Date, among the Company, the Subsidiary Guarantors and the Initial Purchasers.

18.CUSIP Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of this Indenture and/or the Registration Rights Agreement.  Requests may be made to:

Jacobs Entertainment, Inc.
17301 W. Colfax Avenue
Suite 250
Golden, Colorado  80410
Attention:  President
Telephone No.:  (303) 215-5200
Telecopier No.:  (303) 215-5219

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 9.75% Senior Notes due 2014 (the “Notes”) of 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 (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 10 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee.

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 10 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 16, 2006

SUBSIDIARY GUARANTORS:

JACOBS PIÑON PLAZA ENTERTAINMENT, INC.

By: Jeffrey P. Jacobs

Its: President

JACOBS ELKO ENTERTAINMENT, INC.

By: Jeffrey P. Jacobs

Its: President

Stephen R. Roark, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President
GOLD DUST WEST CASINO, INC., as its Vice President
GILPIN VENTURES, INC., as its President
JALOU L.L.C., as its President and Manager
JALOU II INC., as its President
GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
	By:
	Name: Stephen R. Roark
	Its: President
By: Black Hawk Gaming & Development Company, Inc., its partner
	By:
	Name: Stephen R. Roark
	Its: President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its: Authorized Manager
	By:
	Name: Stephen R. Roark
	Its: President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
	By:
	Name: Stephen R. Roark
	Its: Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
	By:
	Name: Stephen R. Roark
	Its: Chief Financial Officer

Stan Guidroz, signing on behalf of the

entities listed below in the capacity

listed next to each respective entity:

WINNER’S CHOICE CASINO, INC., as its President

JACE, INC., as its President

FUEL STOP 36, INC., as its President

HOUMA TRUCK PLAZA & CASINO, L.L.C., as its
President and Manager

JALOU – CASH’S L.L.C., its President and Manager

LUCKY MAGNOLIA TRUCK STOP AND CASINO,
L.L.C., as its President and Manager

BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.,
as its President and Manager

RACELAND TRUCK PLAZA AND CASINO, L.L.C., as
its President and Manager

JRJ PROPERTIES, LLC, as its President and Manager

JALOU OF LAROSE, LLC, as its President and Manager

JALOU BREAUX BRIDGE, LLC, as its President and
Manager

JALOU EUNICE, LLC, as its President and Manager

JALOU OF ST. MARTIN, L.L.C., as its President and
Manager

JALOU DIAMOND, L.L.C., as its President and Manager

JALOU MAGIC, L.L.C., as its President and Manager

JALOU OF VINTON, LLC, as its President and Manager

JALOU OF VINTON-BINGO, LLC, as its President and
Manager

JALOU OF ST. HELENA, LLC, as its President and
Manager

JALOU OF JEFFERSON, LLC, as its President and
Manager

Ian M. Stewart, signing on behalf of the
Entities listed below in the capacity
listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, L.L.C., as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
	By:
	Name: Ian M. Stewart
	Its: President

Assignment Form

To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Signature Guarantee.

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or 4.14 of the Indenture, check the box below:

o  Section 4.14 o  Section 4.11

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.14 or 4.11 of the Indenture, state the amount you elect to have purchased:  $                  

Date:		Your Signature:
		(Sign exactly as your name appears on the Note)
		Tax Identification No.:
Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount of
this Global Note Amount of increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
following such decrease
(or increase) Signature of
authorized officer of
Trustee or Note
Custodian

EX-4.11

EXHIBIT 4.11

INTERCOMPANY NOTE

New York, New York

June 16, 2006

FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed below (each, in such capacity, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as a Payee shall from time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to such Payor.  Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

This note (“Note”) is an Intercompany Note referred to in the Credit Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among JACOBS ENTERTAINMENT, INC., a Delaware corporation (“Borrower”), the Lenders (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, as swingline lender (in such capacity, “Swingline Lender”) and as issuing bank (“Issuing Bank”) and is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security Agreement, to the extent required pursuant to the terms thereof.  Each Payee hereby acknowledges and agrees that the Administrative Agent may exercise all rights provided in the Credit Agreement and the Security Agreement with respect to this Note.

Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is Borrower or a Guarantor to any Payee other than Borrower shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Payor under the Credit Agreement, including, without limitation, where applicable, under such Payor’s guarantee of the Obligations under the Credit Agreement (such Obligations and other indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”):

(i)In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Payor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Payor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts

1

constituting Senior Indebtedness before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Payee would otherwise be entitled (other than debt securities of such Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness;

(ii)if any default occurs and is continuing with respect to any Senior Indebtedness (including any Default under the Credit Agreement), then no payment or distribution of any kind or character shall be made by or on behalf of the Payor or any other Person on its behalf with respect to this Note; and

(iii)if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.

To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder.  Each Payee and each Payor hereby agree that the subordination of this Note is for the benefit of the Administrative Agent, the Issuing Bank and the Lenders and the Administrative Agent, the Issuing Bank and the Lenders are obligees under this Note to the same extent as if their names were written herein as such and the Administrative Agent may, on behalf of the itself, the Issuing Bank and the Lenders, proceed to enforce the subordination provisions herein.

The indebtedness evidenced by this Note owed by any Payor that is not Borrower or a Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Payor.

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness.

Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note.  All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

2

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

JACOBS ENTERTAINMENT, INC.

/s/ Jeffrey P. Jacobs

By:    Jeffrey P. Jacobs

Its:    Chief Executive Officer

JACOBS PIÑON PLAZA ENTERTAINMENT,
INC.

/s/ Jeffrey P. Jacobs

By:   Jeffrey P. Jacobs

Its:   President

JACOBS ELKO ENTERTAINMENT, INC.

/s/ Jeffrey P. Jacobs

By:   Jeffrey P. Jacobs

Its:   President

/s/ Stephen R. Roark

Stephen R. Roark, signing on behalf of the

entities listed below in the capacity listed

next to each respective entity:

BLACK HAWK GAMING & DEVELOPMENT

COMPANY, INC., as its President

GOLD DUST WEST CASINO, INC., as its Vice

President

GILPIN VENTURES, INC., as its President

JALOU L.L.C., as its President and Manager

JALOU II INC., as its President

3

GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
	By:	/s/ Stephen R. Roark
	Name:  Stephen R. Roark
	Its:   President
By: Black Hawk Gaming & Development Company, Inc., its partner
	By:	/s/ Stephen R. Roark
	Name:   Stephen R. Roark
	Its:   President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its: Authorized Manager
	By:	/s/ Stephen R. Roark
	Name:   Stephen R. Roark
	Its:   President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
	By:	/s/ Stephen R. Roark
	Name:   Stephen R. Roark
	Its:   Chief Financial Officer
JACOBS DAKOTA WORKS, LLC
By: Jacobs Entertainment, Inc., its Sole Manager
	By:	/s/ Stephen R. Roark
	Name:   Stephen R. Roark
	Its:   Chief Financial Officer

4

/s/ Stan Guidroz

Stan Guidroz, signing on behalf of the entities

listed below in the capacity listed next to each
respective entity:

WINNER’S CHOICE CASINO, INC., as its
President

JACE, INC., as its President

FUEL STOP 36, INC., as its President

HOUMA TRUCK PLAZA & CASINO, L.L.C., as
its President and Manager

JALOU – CASH’S L.L.C., its President and
Manager

LUCKY MAGNOLIA TRUCK STOP AND
CASINO, L.L.C., as its President and Manager

BAYOU VISTA TRUCK PLAZA AND CASINO,
L.L.C., as its President and Manager

RACELAND TRUCK PLAZA AND CASINO,
L.L.C., as its President and Manager

JRJ PROPERTIES, LLC, as its President and
Manager

JALOU OF LAROSE, LLC, as its President and
Manager

JALOU BREAUX BRIDGE, LLC, as its President
and Manager

JALOU EUNICE, LLC, as its President and
Manager

JALOU OF ST. MARTIN, L.L.C., as its President
and Manager

JALOU DIAMOND, L.L.C., as its President and
Manager

JALOU MAGIC, L.L.C., as its President and
Manager

JALOU OF VINTON, LLC, as its President and
Manager

JALOU OF VINTON-BINGO, LLC, as its
President and Manager

JALOU OF ST. HELENA, LLC, as its President
and Manager

JALOU OF JEFFERSON, LLC, as its President and
Manager

5

/s/ Ian M. Stewart
Ian M. Stewart, signing on behalf of the entities listed below in the capacity listed next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its President
VIRGINIA CONCESSIONS, LLC, as its Vice President
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
	By:	/s/ Ian M. Stewart
	Name:   Ian M. Stewart
	Its:   President

6

EX-4.12

EXHIBIT 4.12

$210,000,000

JACOBS ENTERTAINMENT, INC.

9.75% Senior Notes due 2014

PURCHASE AGREEMENT

June 9, 2006

CREDIT SUISSE SECURITIES (USA) LLC (“Credit Suisse”),

  As Representative of the Several Purchasers,

Eleven Madison Avenue,

New York, N.Y. 10010-3629

Dear Sirs:

1.Introductory.  Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”).  The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”).  The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.”

The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below).

The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the

1

“Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western Piñon Plaza Resort, a land-based casino located in Carson City, Nevada (“Piñon Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “Piñon Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses.

The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the Piñon Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.”  The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.”

The Issuers hereby agree with the several Purchasers as follows:

2.Representations and Warranties of the Company.  Each Issuer represents and warrants to, and agrees with, the several Purchasers that:

(a)A preliminary offering circular (as supplemented by the Supplement dated June 9, 2006, the “Preliminary Offering Circular”) relating to the Offered Securities to be offered by the Purchasers and a final offering circular (the “Final Offering Circular”) disclosing the offering price and other final terms of the Offered Securities and is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement) have been or will be prepared by the Company.  “General Disclosure Package” means the Preliminary Offering Circular, together with any Issuer Free Writing Communication (as hereinafter defined) existing at the Applicable Time (as hereinafter defined) and the information in which is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule C to this Agreement (including the term sheet listing the final terms of the Offered Securities and their offering, included in Schedule C to this Agreement, which is referred to as the “Terms Communication”).

2

“Applicable Time” means 10 :00 am ( New York City time) on the date of this Agreement.  As of the date of this Agreement, the Final Offering Circular does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  At the Applicable Time neither (i) the General Disclosure Package, nor (ii) any individual Supplemental Marketing Material (as hereinafter defined), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding two sentences do not apply to statements in or omissions from the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material based upon written information furnished to the Company by any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof. Except as disclosed in the General Disclosure Package, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “Exchange Act Reports”) which have been filed by the Company with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

“Free Writing Communication” means a written communication (as such term is defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities and is made by means other than the Preliminary Offering Circular or the Final Offering Circular.  “Issuer Free Writing Communication” means a Free Writing Communication prepared by or on behalf of any Issuer, used or referred to by any Issuer or containing a description of the final terms of the Offered Securities or of their offering, in the form retained in such Issuer’s records.  “Supplemental Marketing Material” means any Issuer Free Writing Communication (other than any Issuer Free Writing Communication specified in Schedule C to this Agreement) set forth on Schedule D to this Agreement.

(b)The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware , with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the management, business, condition (financial or other), properties or

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results of operations of the Company and the Subsidiaries, taken as a whole (any such event, a “Material Adverse Effect”).

(c)Each subsidiary of the Company has been duly organized and is in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect; all of the issued and outstanding equity interests of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable; and the equity interests of each subsidiary owned by the Company, directly or through subsidiaries, are owned free from liens, encumbrances and defects except as described in the General Disclosure Package.

(d)Each of the Issuers has the requisite corporate power and authority to execute, deliver and perform its obligations under the Offered Securities, the Exchange Notes and the Private Exchange Securities.  The Notes, the Exchange Notes and the Private Exchange Securities have each been duly and validly authorized by the Company for issuance and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and, in the case the Notes, delivered to and paid for by the Purchasers in accordance with the terms hereof, and, in the case of the Exchange Notes and the Private Exchange Securities delivered in exchange for the Notes, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement is considered in a proceeding at law or in equity) (collectively, the “Enforceability Exceptions”); the Guarantees endorsed on the Notes and the guarantees to be endorsed on the Exchange Notes and the Private Exchange Securities have each been duly and validly authorized by each of the Guarantors to the extent applicable and, when the Notes are executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and delivered to and paid for by the Purchasers in accordance with the terms hereof, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Guarantors, entitled to the benefits of the Indenture and enforceable against the Guarantors in accordance with their terms except that the enforcement thereof may be limited by the Enforceability Exceptions; the Offered Securities are in the form contemplated by the Indenture.

(e)Each of the Issuers has the requisite corporate power and authority to execute, deliver and perform its obligations under the Indenture.  The Indenture has been duly and validly authorized by the Issuers and meets the requirements for qualification

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under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and, when executed and delivered by the Issuers (assuming the due authorization, execution and delivery thereof by the Trustee), will constitute a valid and legally binding agreement of the Issuers, enforceable against the Issuers in accordance with its terms except that the enforcement thereof may be limited by the Enforceability Exceptions.

(f)Each of the Issuers has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly and validly authorized by the Issuers and, when executed and delivered by the Issuers, will constitute a valid and legally binding agreement of the Issuers (assuming due authorization, execution and delivery by the other parties thereto), enforceable against the Issuers in accordance with its terms except that the enforcement thereof may be limited by the Enforceability Exceptions and except as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy considerations.

(g)Each of the Issuers has the requisite corporate power and authority to execute, deliver and perform its obligations under the Registration Rights Agreement.  The Registration Rights Agreement has been duly and validly authorized by the Issuers and, when executed and delivered by the Issuers, will constitute a valid and legally binding agreement of the Issuers (assuming due authorization, execution and delivery by the other parties thereto), enforceable against the Issuers in accordance with its terms except that the enforcement thereof may be limited by the Enforceability Exceptions and except as any rights to indemnity or contribution hereunder may be limited by federal and state securities laws and public policy considerations.

(h)Each of the Issuers has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, in each case to the extent a party thereto.  The Transaction Documents have been duly and validly authorized by the Issuers, in each case to the extent a party thereto, and, when executed and delivered by the applicable Issuers, will constitute valid and legally binding agreements of such Issuers, enforceable against such Issuers in accordance with their terms except that the enforcement thereof may be limited by the Enforceability Exceptions and except as any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations.  Each of the Transaction Documents conforms in all material respects to the description thereof in the General Disclosure Package.

(i)(A) The Issuers have delivered to the Purchasers a true and correct copy of each of the Transaction Documents that have been executed (or finalized to the extent execution is not required) and delivered prior to the date of this Agreement and each other Transaction Document in the form substantially as it will be executed and delivered on or prior to the Closing Date, together, in each case, with all related agreements and all schedules and exhibits thereto, and as of the date hereof there have been no material amendments, alterations, modifications or waivers of any of the provisions of any of the Transaction Documents or from the form in which any such Transaction Document has been delivered to the Purchasers; and (B) there exists as of the date hereof (after giving

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effect to the transactions contemplated by each of the Transaction Documents) no event or condition that would constitute a default or an event of default (in each case, as defined in each of the Transaction Documents) under any of the Transaction Documents that would result in a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the Transactions.

(j)Except as set forth in the General Disclosure Package, no consent, approval, authorization, license, qualification, exemption or order of any court or governmental agency or body or third party is required for the performance of any Transaction Document or otherwise in connection with the Tender Offer by the Issuers or for the consummation by the Issuers of any of the transactions contemplated hereby and thereby, or the application of the proceeds of the issuance of the Offered Securities as described in General Disclosure Package (including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board (collectively, the “Nevada Gaming Authorities”), the Colorado Limited Gaming Control Commission, the Colorado Division of Gaming (collectively, the “Colorado Gaming Authorities”), the Louisiana Gaming Control Board and the Video Gaming Division of the Louisiana State Police (the “Louisiana Gaming Authorities”) and the Virginia Racing Commission (the “Virginia Gaming Authorities”) (collectively, the “Gaming Authorities”)), except as has already been acquired or as may be required under state securities or “Blue Sky” laws in connection with the Tender Offer or the purchase and distribution of the Offered Securities by the Purchasers and except as would not, individually or in the aggregate, have a Material Adverse Effect; all such consents, approvals, authorizations, licenses, qualifications, exemptions and orders (including, without limitation, pursuant to any statutes, laws, rules or regulations relating to gaming or wagering which are applicable to the businesses of the Issuers (collectively, “Gaming Laws”) which are required to be obtained by law or by any Transaction Document by the Closing Date have been obtained or made, as the case may be, and are in full force and effect and not the subject of any pending or, to the best knowledge of the Issuers, threatened attack by appeal or direct proceeding or otherwise.

(k)None of the Issuers is (i) in violation of its certificate of incorporation or bylaws (or similar organizational document), (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation, including, without limitation, any rule or regulation of any Gaming Authority, applicable to it or any of its properties or assets, which breach or violation would, individually or in the aggregate, have a Material Adverse Effect, or (iii) in default (nor has any event occurred which with notice or passage of time, or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any Transaction Document or any other contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which it is a party or to which it is subject, which default would, individually or in the aggregate, have a Material Adverse Effect.

(l)The execution, delivery and performance by the Issuers of each of the Transaction Documents to which they are parties and the consummation by the Issuers of the transactions contemplated hereby and thereby and by the General Disclosure Package

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and the fulfillment of the terms hereof and thereof will not (a) violate, conflict with or constitute or result in a breach of or a default under (or an event that, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (i) the terms or provisions of any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which any Issuer is a party or to which any of its properties or assets are subject, (ii) the certificate of incorporation or bylaws (or similar organizational document) of any Issuer or (iii) (assuming compliance with all applicable state securities or “Blue Sky” laws) any statute, judgment, decree, order, rule or regulation of any court or governmental agency or other body (including, without limitation, any Gaming Law and any rule or regulation of any Gaming Authority) applicable to the Issuers or any of their respective properties or assets or (b) result in the imposition of any lien upon or with respect to any of the properties or assets now owned or hereafter acquired by any Issuer (other than any lien arising under the Transaction Documents), which violation, conflict, breach, default or lien would, individually or in the aggregate, have a Material Adverse Effect.

(m)The audited consolidated financial statements included in the General Disclosure Package present fairly the consolidated financial position, results of operations and cash flows of the entities for which they are included at the dates and for the periods to which they relate and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis; the interim unaudited consolidated financial statements included in the General Disclosure Package present fairly the consolidated financial position, results of operations and cash flows of such entities at the dates and for the periods to which they relate and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with the audited consolidated financial statements included therein; the summary and selected financial and statistical data included in the General Disclosure Package present fairly the information shown therein and have been prepared and compiled on a basis consistent with the audited financial statements included therein, except as otherwise stated therein; and Deloitte & Touche LLP, which has examined certain of such financial statements as set forth in its reports included in the General Disclosure Package, is an independent public accounting firm as required by the Securities Act.

(n)The pro forma financial statements and other pro forma financial information (including the notes thereto) included in the General Disclosure Package (A) have been prepared in accordance with applicable requirements of Regulation S-X promulgated under the Exchange Act and (B) have been properly computed on the bases described therein; and the assumptions used in the preparation of the pro forma financial statements and other pro forma financial information included in the General Disclosure Package are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.

(o)Except as described in the General Disclosure Package, there is not pending or, to the best knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, to which any of the Issuers is a party, or to which its respective properties or assets are subject, before or brought by any court, arbitrator or governmental agency or body, that, if determined

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adversely to any Issuer would, individually or in the aggregate, have a Material Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the Transactions or the issuance or sale of the Offered Securities to be sold hereunder or the application of the proceeds therefrom or the other transactions described in the General Disclosure Package.

(p)None of the Issuers has, and, after giving effect to the Transactions and the issuance and sale of the Offered Securities, no Issuer will have any liability for any prohibited transaction (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”)), accumulated funding deficiency (as defined in Section 302 of ERISA) or any complete or partial withdrawal from a multiemployer plan (as defined in Section 4001(a)(3) of ERISA), with respect to any plan (as defined in Section 3(3) of ERISA) as to which the Issuers have or could have any direct or indirect, actual or contingent liability.  With respect to such plans, the Issuers are, and, after giving effect to the Transactions and the issuance and sale of the Offered Securities, will be, in compliance in all material respects with all provisions of the Code and ERISA.

(q)The Issuers own or possess adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how that are necessary to conduct their business (including, without limitation, those issued by Gaming Authorities) as described in the General Disclosure Package.  No Issuer has received any notice of infringement of or conflict with (or knows of any such infringement of or conflict with) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how that, if such assertion of infringement or conflict were sustained, would, individually or in the aggregate, have a Material Adverse Effect.

(r)Except as set forth in the General Disclosure Package, each Issuer and each of their respective securityholders, directors and members of management possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals (including, without limitation, the Gaming Authorities) presently required or necessary to own or lease, as the case may be, and to operate its respective properties and to carry on its respective businesses as now or proposed to be conducted as set forth in the General Disclosure Package (“Permits”), except where the failure to obtain such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each Issuer and each of their respective securityholders, directors and members of management has fulfilled and performed in all material respects all of its obligations with respect to such Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such Permit; and none of the Issuers has received any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the General Disclosure Package and except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

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(s)Subsequent to the respective dates as of which information is given in the General Disclosure Package and except as described therein, (i) the Issuers have not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, in either case whether or not in the ordinary course of business, (ii) the Issuers have not purchased any of their respective outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on any of their respective capital stock or otherwise (other than, with respect to any of the Guarantors, the purchase of, or dividend or distribution on, capital stock owned by the Company), (iii) there has not been any other change in the capital stock or any change in the long-term indebtedness of the Issuers, (iv) there has not occurred any material change, or any development involving a prospective material change, in or affecting the general affairs, management, business, condition (financial or other), properties, prospects or results of operations of the Issuers, taken as a whole, not contemplated by the General Disclosure Package and (v) the Issuers have not sustained any material loss or interference with respect to their respective businesses or properties from fire, flood, hurricane, earthquake, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding.

(t)There are no legal or governmental proceedings, nor are there any contracts or other documents required by the Securities Act to be described in a prospectus for a Registration Statement on Form S-1 that are not described in the General Disclosure Package.  Except as described in the General Disclosure Package, none of the Issuers is in default under any of the contracts described in the General Disclosure Package, has received a notice or claim of any such default or has knowledge of any breach of such contracts by the other party or parties thereto, except such defaults or breaches as would not, individually or in the aggregate, have a Material Adverse Effect.

(u)None of the Issuers has taken or will take any action that would cause this Agreement or the issuance or sale of the Offered Securities to violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, in each case as in effect, or as the same may hereafter be in effect, on the Closing Date.

(v)Each of the Issuers has good and marketable title to all real property described in the General Disclosure Package as being owned by it and good and marketable title to the leasehold estate in the real property described therein as being leased by it, free and clear of all liens, charges, encumbrances or restrictions, except, in each case, as described in the General Disclosure Package or such as would not, individually or in the aggregate, have a Material Adverse Effect.  All leases, contracts and agreements, including those referred to in the General Disclosure Package to which any Issuer is a party or by which any of them is bound are valid and enforceable against such Issuer (subject to the Enforceability Exceptions), are, to the knowledge of the Issuers, valid and enforceable against the other party or parties thereto (subject to the Enforceability Exceptions) and are in full force and effect.

(w)Each of the Issuers has filed all necessary federal, state and foreign income and franchise tax returns, except where the failure to so file such returns would not, individually or in the aggregate, have a Material Adverse Effect, and have paid all taxes

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shown as due thereon; and other than tax deficiencies which any Issuer is contesting in good faith and for which adequate reserves have been provided in accordance with generally accepted accounting principles or as otherwise disclosed in the General Disclosure Package, there is no tax deficiency that has been asserted against any Issuer that would, individually or in the aggregate, have a Material Adverse Effect.

(x)(i) Immediately after the consummation of the Transactions and the other transactions contemplated by this Agreement and the other Transaction Documents, the (i) fair value and present fair saleable value of the assets of each of the Issuers will exceed the sum of its stated liabilities and identified contingent liabilities; and (ii) each of the Issuers is not, nor will it be, after giving effect to the execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the Transactions and the other transactions contemplated hereby and thereby, in each case to which it is a party (a) left with unreasonably small capital with which to carry on its business as it is proposed to be conducted or (b) unable to pay its debts (contingent or otherwise) as they mature.

(y)Except as disclosed in the General Disclosure Package and except as would not, individually or in the aggregate, have a Material Adverse Effect, (A) each of the Issuers is in compliance with all, and is not subject to liability (including, without limitation, fines or penalties) under any, applicable Environmental Laws, (B) each of the Issuers has made all filings and provided all notices required under any applicable Environmental Law, and has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their requirements, (C) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the best knowledge of the Issuers, threatened against any Issuer under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by any Issuer, (E) no Issuer is subject to any order, decree or agreement requiring, or otherwise obligated or required to perform any response or corrective action relating to any hazardous material, (F) no Issuer has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law, (G) no property or facility of any Issuer is (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority and (H) there are no past or present actions, events, operations or activities which could reasonably be expected to prevent or interfere with compliance by any Issuer with any applicable Environmental Law or to result in liability (including, without limitation, fines or penalties) under any applicable Environmental Law.

For purposes of this Agreement, the following terms shall have the following meanings:  “Environmental Law” means any federal, state, local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common law and any judicial or

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administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment binding on any Issuer, relating to pollution or protection of the environment, natural resources or health or safety including, without limitation, any relating to the release or threatened release of any pollutant, contaminated substance, material, waste, chemical or contaminant subject to regulation thereunder.

(z)No Issuer is, or immediately after the Closing Date will be, required to register as an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(aa)No Issuer or any of such entities’ directors, officers, employees, agents or controlling persons has taken, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result, under the Securities Act or otherwise, in, or that has constituted, stabilization or manipulation of the price of the Offered Securities.

(bb)No Issuer or any of its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any “security” (as defined in the Securities Act) which is or could be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the Offered Securities or (ii) assuming the accuracy of the representations and warranties of the Purchasers and compliance by the Purchasers with the covenants in Section 4 hereof, engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Offered Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.  Assuming the accuracy of the representations and warranties of the Purchasers and compliance by the Purchasers with the covenants in Section 4 hereof, it is not necessary in connection with the offer, sale and delivery of the Offered Securities to the Purchasers in the manner contemplated by this Agreement to register any of the Offered Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

(cc)No securities of any Issuer are of the same class (within the meaning of Rule 144A under the Securities Act) as the Offered Securities and listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.

(dd)Except as set forth in the General Disclosure Package, there is no strike, labor dispute, slowdown or work stoppage with the employees of any Issuer which is pending or, to the best knowledge of any Issuer, threatened.

(ee)Each Issuer carries insurance (including self-insurance) in such amounts and covering such risks as in its reasonable determination is adequate for the conduct of its business and the value of its properties.

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(ff)Each Issuer (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals.  Each Issuer maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(gg)No holder of securities of any Issuer will be entitled to have such securities registered under the registration statements required to be filed by the Issuers pursuant to the Registration Rights Agreement other than as expressly permitted thereby.

(hh)The statistical and market and industry-related data included in the General Disclosure Package are based on or derived from sources which the Issuers believe to be reliable and accurate or represent the Issuers’ good faith estimates that are made on the basis of data derived from such sources.

(ii)Except as disclosed in the General Disclosure Package, the Issuers do not know of any claims for services, either in the nature of a finder’s fee or financial advisory fee, with respect to the offering of the Offered Securities and the transactions contemplated by the General Disclosure Package.

(jj)None of the Issuers, any of their respective Affiliates or any person acting on its or their behalf (other than the Purchasers, as to which the Issuers make no representation) has engaged in any directed selling efforts (as that term is defined in Regulation S under the Securities Act (“Regulation S”)) with respect to the Offered Securities and the Issuers and their respective Affiliates and any person acting on its or their behalf (other than the Purchasers, as to which the Issuers make no representation) have acted in accordance with the offering restrictions requirement of Regulation S.

Any certificate signed by any officer of any Issuer and delivered to any Purchaser or to counsel for the Purchasers shall be deemed a joint and several representation and warranty by the Issuers to each Purchaser as to the matters covered thereby.

3.Purchase, Sale and Delivery of Offered Securities.  On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 9.75% of the principal amount thereof plus accrued interest from June 16, 2006 to the Closing Date (as hereinafter defined), the aggregate principal amount of Notes set forth opposite the name of such Purchasers in Schedule A hereto.

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The Issuers will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Offering Circular.  Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse at the office of Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005, at 10:00 A.M. (New York time), on June 16, 2006, or at such other time not later than seven full business days thereafter as Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Cahill Gordon & Reindel LLP, at least 24 hours prior to the Closing Date.

4.Representations by Purchasers; Resale by Purchasers.

(a)Each Purchaser severally represents and warrants to the Issuers that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(b)Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Securities, and will offer and sell the Offered Securities only in accordance with Rule 903 or Rule 144A under the Securities Act (“Rule 144A”). Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S and Rule 144A.

(c)Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company.

(d)Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered

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Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(e)Each of the Purchasers severally represents and agrees that (i) it has not offered or sold and prior to the expiry of a period of six months from the closing date, will not offer or sell any Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Offered Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company or any Guarantor; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.

5.Certain Agreements of the Issuers.  The Issuers jointly and severally agree with the several Purchasers that:

(a)The Issuers will advise Credit Suisse promptly of any proposal to amend or supplement the Preliminary or Final Offering Circular and will not effect such amendment or supplementation without Credit Suisse’s consent, which Credit Suisse shall not unreasonably withhold.  If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, there occurs an event or development as a result of which any document included in the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company promptly will notify Credit Suisse of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither Credit Suisse’s consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.  The first sentence of this subsection does not apply to statements in or omissions from any document in the Preliminary or Final Offering Circular, the General Disclosure Package or any Supplemental Marketing Material made in reliance upon and in conformity with written information furnished to the Company by any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(b)The Issuers will furnish to Credit Suisse copies of the Preliminary Offering Circular, each other document comprising a part of the General Disclosure Package, the

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Final Offering Circular, all amendments and supplements to such documents and each item of Supplemental Marketing Material, in each case as soon as available and in such quantities as Credit Suisse requests, and the Company will furnish to Credit Suisse on the date hereof three copies of each of the foregoing documents signed by a duly authorized officer of the Company, one of which in the case of the Preliminary Offering Circular and Final Offering Circular will include the independent accountants’ reports manually signed by such independent accountants. At any time when the Company is not subject to Section 13 or 15(d) of or otherwise filing reports in accordance with the Exchange Act, the Company will promptly furnish or cause to be furnished to Credit Suisse and, upon request, to each of the other Purchasers) and, upon request of holders and prospective purchasers of the Offered Securities, to such holders and purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Securities.  The Company will pay the expenses of printing and distributing to the Purchasers all such documents.

(c)The Company will arrange for the qualification of the Offered Securities for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States and Canada as Credit Suisse designates and will continue such qualifications in effect so long as required for the resale of the Offered Securities by the Purchasers, provided that the Company will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction.

(d)During the period of two years after the Closing Date, the Company will, upon request, furnish to Credit Suisse, each of the other Purchasers and any holder of Offered Securities a copy of the restrictions on transfer applicable to the Offered Securities.

(e)During the period of two years after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Securities that have been reacquired by any of them.

(f)During the period of two years after the Closing Date, no Issuer will be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

(g)The Company will pay all expenses incidental to the performance of its obligations under this Agreement, the Indenture and the Registration Rights Agreement, including (i) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure

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Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iii) the reasonable out-of-pocket expenses of the Purchasers in connection with the offering of the Offered Securities (including, without limitation, road show expenses) and the negotiation, preparation, execution and delivery of the General Disclosure Package and the Final Offering Circular and the Basic Documents (including, without limitation, 50% of the fees, expenses and disbursements of Cahill Gordon & Reindel LLP, counsel to the Purchasers); (iv) the cost of qualifying the Offered Securities for trading in The Portal^SM Market (“PORTAL”) and any expenses incidental thereto; (v) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities (vi) any expenses (including fees and disbursements of the Purchasers’ counsel) incurred in connection with qualification of the Offered Securities or the Exchange Securities for sale under the laws of such jurisdictions in the United States and Canada as Credit Suisse designates and the printing of memoranda relating thereto, (vii) any fees charged by investment rating agencies for the rating of the Securities or the Exchange Securities, and (viii) expenses incurred in distributing the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Purchasers. The Company will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Purchasers and the Issuers’ officers and employees and any other expenses of the Purchasers and the Issuers in connection with attending or hosting meetings with prospective purchasers of the Offered Securities from the Purchasers.

(h)In connection with the offering, until Credit Suisse shall have notified the Company and the other Purchasers of the completion of the resale of the Offered Securities, no Issuer nor any of its affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Securities.

6.Free Writing Communications.

(a)Each Issuer represents and agrees that, unless it obtains the prior consent of Credit Suisse, and each Purchaser represents and agrees that, unless it obtains the prior consent of the Company and Credit Suisse, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Communication.

(b)The Issuers consent to the use by any Purchaser of a Free Writing Communication that (i) contains only (A) information describing the preliminary terms of the Offered Securities or their offering or (B) information that describes the final terms of the Offered Securities or their offering and that is included in the Terms Communication or is included in or is subsequently included in the Final Offering Circular or (ii) does not contain any material information about the Issuers or their securities that was provided by or on behalf of the

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Issuers, it being understood and agreed that any such Free Writing Communication referred to in clause (i) or (ii) shall not be an Issuer Free Writing Communication for purposes of this Agreement.

7.Conditions to the Obligations of the Purchasers and Issuers.  (a)  The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Issuers herein, to the accuracy of the statements of officers of the Issuers made pursuant to the provisions hereof, to the performance by the Issuers of their obligations hereunder and to the following additional conditions precedent:

(i)  The Purchasers shall have received “comfort” letters, dated the date of this Agreement and the Closing Date, of Deloitte & Touche LLP in form and substance reasonably satisfactory to Credit Suisse, containing statements and information of the type customarily included in accountants’ “comfort” letters to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular; provided that the letter dated as of and delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(ii)  Subsequent to the execution and delivery of this Agreement, there shall not have occurred (A) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Issuers taken as one enterprise which, in the judgment of a majority in interest of the Purchasers including Credit Suisse, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (B) any downgrading in the rating of any debt securities of any Issuer by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of any Issuer (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that any Issuer has been placed on negative outlook; (C) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including Credit Suisse, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (D) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (E) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (F) any banking moratorium declared by U.S. Federal or New York authorities; (G) any major disruption of settlements of securities or clearance services in the United States or (H) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, or any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including Credit Suisse, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities.

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(iii)  The Purchasers shall have received an opinion of Baker & Hostetler LLP, counsel to the Issuers, in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, counsel to the Purchasers, dated the Closing Date, substantially in the form of Exhibit A-1 (with respect to the Company and as to Delaware and Colorado law only) hereto.  In rendering such opinion, Baker & Hostetler LLP shall have received and may rely upon such certificates and other documents and information, including one or more opinions of local counsel reasonably acceptable to the Purchasers and Cahill Gordon & Reindel LLP, counsel to the Purchasers, as they may reasonably request to pass upon such matters.

(iv)  The Purchasers shall have received an opinion of Brett A. Sulzer LLC, Louisiana gaming counsel to Jalou L.L.C., a Louisiana limited liability company (“Jalou”) and Jalou II Inc., a Louisiana corporation (“Jalou II”), in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-2 hereto. In rendering such opinion, Brett A. Sulzer LLC shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.

(v)  The Purchasers shall have received an opinion of Hahn Loeser & Parks LLP, special counsel to Diversified, in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-3 hereto. In rendering such opinion, Hahn Loeser & Parks shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.

(iv)  The Purchasers shall have received an opinion of Hirschler Fleischer, A Professional Corporation, Virginia corporate and gaming counsel to Colonial Holdings, Inc. (“Colonial Holdings”), in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-4 (with respect to GA and as to Virginia law only) hereto. In rendering such opinion, Hirschler Fleischer, A Professional Corporation, shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.

(vii)  The Purchasers shall have received an opinion of Jones & Keller, P.C., Colorado corporate counsel to Black Hawk Gaming & Development Company, Inc. (“Black Hawk”), in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-5 hereto. In rendering such opinion, Jones & Keller, P.C. shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.

(viii)  The Purchasers shall have received an opinion of Isaacson Rosenbaum Woods & Levy, P.C., Colorado gaming counsel to Black Hawk, in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-6 hereto. In rendering such opinion, Isaacson Rosenbaum Woods & Levy, P.C. shall have received and may rely upon such certificates

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and other documents and information as they may reasonably request to pass upon such matters.

(ix)  The Purchasers shall have received an opinion of Schreck Brignone, Nevada gaming counsel to Black Hawk, Gold Dust West Casino, Inc. and Jacobs Pinon Plaza Entertainment, Inc., in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-7 hereto. In rendering such opinion, Schreck Brignone shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.

(x)  The Purchasers shall have received an opinion of Henderson & Morgan, LLC, Nevada corporate counsel to Black Hawk, in form and substance satisfactory to the Purchasers and Cahill Gordon & Reindel LLP, dated the Closing Date, substantially in the form of Exhibit A-8 hereto. In rendering such opinion, Henderson & Morgan, LLC shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.

(xi)  The Purchasers shall have received an opinion, dated the Closing Date, of Cahill Gordon & Reindel LLP, counsel to the Purchasers, with respect to the sufficiency of certain legal matters relating to this Agreement and such other related matters as the Purchasers may require.  In rendering such opinion, Cahill Gordon & Reindel LLP shall have received and may rely upon such certificates and other documents and information as they may reasonably request to pass upon such matters.  In addition, in rendering their opinion, Cahill Gordon & Reindel LLP may state that their opinion is limited to matters of New York, Delaware corporate and federal law.

(xii)  On or prior to the Closing Date, the Company shall have accepted for payment all 2009 Notes validly tendered pursuant to the Tender Offer. The Company, each of its subsidiaries that have issued a guarantee of the 2009 Notes and the Trustee shall have entered into the Supplemental Indenture described in the documentation relating to the Tender Offer and such Supplemental Indenture shall have become effective and operative.

(xiii)  The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company in this Agreement are true and correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuers taken as a whole except as set forth in the General Disclosure Package or as described in such certificate.

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(b)The obligation of the Company to issue and sell the Notes to the Purchasers is subject to the conditions that the representations and warranties of the Purchasers contained in this Agreement shall be true and correct on and as of the Closing Date and the Purchasers shall have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date.

Documents described as being “in the agreed form” are documents which are in the forms which have been initialed for the purpose of identification by Cahill Gordon & Reindel LLP, copies of which are held by the Company and Credit Suisse, with such changes as the Company and Credit Suisse may approve.

The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. Credit Suisse may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

8.Indemnification and Contribution.

(a)The Issuers jointly and severally will indemnify and hold harmless each Purchaser, its officers, partners, members, directors and its affiliates and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Circular or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Free Writing Communication or the Exchange Act Reports, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuers by any Purchaser through Credit Suisse specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

(b)Each Purchaser will severally and not jointly indemnify and hold harmless the Issuers, their directors and officers and each person, if any, who controls the such Issuer within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which such Issuer may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Offering Circular or the Final Offering Circular, in each case as amended or supplemented, or any Issuer Free Writing Communication or arise out

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of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to such Issuer by such Purchaser through Credit Suisse specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Issuer in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser consists of the information in the Preliminary and Final Offering Circular furnished on behalf of each Purchaser: the fifth paragraph, the ninth paragraph (the third and fourth sentences only) and the eleventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Circular and the Final Offering Circular; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Issuers’ failure to perform their respective obligations under Section 5(a) of this Agreement.

(c)Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and the Purchasers on the other from the offering of the Offered Securities or (ii) if the

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allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Issuers on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuers bear to the total discounts and commissions received by the Purchasers from the Issuers under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or the Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities purchased by it were resold exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e)The obligations of the Issuers under this Section 8 shall be in addition to any liability which the Issuers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Issuer within the meaning of the Securities Act or the Exchange Act.

9.Default of Purchasers.  If any Purchaser or Purchasers default in their obligations to purchase Offered Securities hereunder and the aggregate principal amount Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to Credit Suisse and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Issuers, except as provided in Section 10. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

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10.Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the Issuers or their officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company and the Purchasers pursuant to Section 8 shall remain in effect. If the purchase of the Offered Securities by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (C), (D), (F), (G) or (H) of Section 7(a)(ii), the Company will reimburse the Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

11.Notices.  All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention:  LCD-IBD, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Jacobs Entertainment, Inc., 17301 W. Colfax Avenue, Suite 250, Golden, Colorado 80401, Attention: Chief Financial Officer; provided, however, that any notice to a Purchaser pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

12.Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder, except that holders of Offered Securities shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Company as if such holders were parties thereto.

13.Representation of Purchasers.  You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Purchasers.

14.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15.Absence of Fiduciary Relationship.  The Company acknowledges and agrees that:

(a)The Purchasers have been retained solely to act as initial purchasers in connection with the initial purchase, offering and resale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and any Purchaser has

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been created in respect of any of the transactions contemplated by this Agreement or the Preliminary or Final Offering Circular, irrespective of whether any Purchaser has advised or is advising the Company on other matters;

(b)the purchase price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Purchasers and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)the Company has been advised that the Purchasers and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Purchasers have no obligation to disclose such interests and transactions to Company by virtue of any fiduciary, advisory or agency relationship; and

(d)the Company waives, to the fullest extent permitted by law, any claims it may have against any Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Purchasers shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Nothing in this Section 15 is intended to contravene any covenant of good faith that may be applicable to any Purchaser under this Agreement or applicable law.

16.Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws.

The Issuers hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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If the foregoing is in accordance with the Purchasers understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms.

	Very truly yours,
	JACOBS ENTERTAINMENT, INC.
	By:	/s/ Jeffrey P. Jacobs
		Name:	Jeffrey P. Jacobs
		Title:	Chief Executive Officer
Guarantors:
JACOBS ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By: Jeffrey P. Jacobs
Its: Chief Executive Officer
JACOBS PIÑON PLAZA ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By: Jeffrey P. Jacobs
Its: President
JACOBS ELKO ENTERTAINMENT, INC.
/s/ Jeffrey P. Jacobs
By: Jeffrey P. Jacobs
Its: President

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/s/ Stephen R. Roark
Stephen R. Roark, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., as its President
GOLD DUST WEST CASINO, INC., as its Vice President
GILPIN VENTURES, INC., as its President
JALOU L.L.C., as its President and Manager
JALOU II INC., as its President
[JACOBS ENTERTAINMENT AIRPLANE, LLC, as its President and Manager]
GILPIN HOTEL VENTURE
By: Gilpin Ventures, Inc., its partner
By:	/s/ Stephen R. Roark
Name: Stephen R. Roark
Its: President
By: Black Hawk Gaming & Development Company, Inc., its partner
By:	/s/ Stephen R. Roark
Name: Stephen R. Roark
Its: President
BLACK HAWK/JACOBS ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company, Inc.
Its: Authorized Manager
By:	/s/ Stephen R. Roark
Name: Stephen R. Roark
Its: President
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By Jacobs Entertainment, Inc., its Managing Member
By:	/s/ Stephen R. Roark
Name: Stephen R. Roark
Its: Chief Financial Officer

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/s/ Stan Guidroz
Stan Guidroz, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
WINNER’S CHOICE CASINO, INC., as its President
JACE, INC., as its President
FUEL STOP 36, INC., as its President
HOUMA TRUCK PLAZA & CASINO, L.L.C., as its President and Manager
JALOU - CASH’S L.L.C., its President and Manager
LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C., as its President and Manager
BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C., as its President and Manager
RACELAND TRUCK PLAZA AND CASINO, L.L.C., as its President and Manager
JRJ PROPERTIES, LLC, as its President and Manager
JALOU OF LAROSE, LLC, as its President and Manager
JALOU BREAUX BRIDGE, LLC, as its President and Manager
JALOU OF JEFFERSON, LLC, as its President and Manager
JALOU EUNICE, LLC, as its President and Manager
JALOU OF ST. MARTIN, L.L.C., as its President and Manager
JALOU DIAMOND L.L.C., as its President and Manager
JALOU MAGIC L.L.C., as its President and Manager
/s/ Ian M. Stewart
Ian M. Stewart, signing on behalf of the
entities listed below in the capacity listed
next to each respective entity:
COLONIAL HOLDINGS, INC., as its President
STANSLEY RACING CORP., as its President
COLONIAL DOWNS, LLC, as its Manager
MARYLAND-VIRGINIA RACING CIRCUIT, INC., as its President
VIRGINIA CONCESSIONS, LLC, as its Vice President
COLONIAL DOWNS, L.P.
By: Stansley Racing Corp., its General Partner
By:	/s/ Ian M. Stewart
Name: Ian M. Stewart
Its: President

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The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
Credit Suisse Securities (USA) LLC
By:	/s/ Sung Chun
	Name: Sung Chun
	Title: Director
Acting on behalf of itself and as the
Representative of the several Purchasers

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SCHEDULE A

Manager	Principal Amount of Offered Securities
Credit Suisse Securities (USA) LLC	$	85,575,000
CIBC World Markets Corp.	$	96,075,000
Libra Securities, LLC	$	2,100,000
Wells Fargo Securities, LLC	$	15,750,000
KeyBanc Capital Markets, a Division of McDonald Investments, Inc.	$	10,500,000
Total	$	210,000,000

SCHEDULE B

Subsidiaries of the Company

Subsidiary	Jurisdiction of Incorporation
Jacobs Entertainment, Inc.	Delaware
Diversified Opportunities Group Ltd.	Ohio
Black Hawk Gaming & Development Company, Inc.	Colorado
Black Hawk/Jacobs Entertainment, LLC	Colorado
Gilpin Hotel Venture	Colorado
Gilpin Ventures, Inc.	Colorado
Gold Dust West Casino, Inc.	Nevada
Jacobs Pinon Plaza Entertainment	Nevada
Jalou II, Inc.	Louisiana
Winner’s Choice Casino, Inc.	Louisiana
Jalou L.L.C.	Louisiana
Houma Truck Plaza & Casino, L.L.C.	Louisiana
Jalou — Cash’s L.L.C.	Louisiana
JACE, Inc.	Louisiana
Lucky Magnolia Truck Stop and Casino, L.L.C.	Louisiana
Bayou Vista Truck Plaza and Casino, L.L.C.	Louisiana
Raceland Truck Plaza and Casino, L.L.C.	Louisiana
JRJ Properties, LLC	Louisiana
Fuel Stop 36, Inc.	Louisiana
Jalou of Larose, LLC	Louisiana
Jalou Breaux Bridge, LLC	Louisiana
Jalou of Jefferson, LLC	Louisiana
Jalou of Eunice, LLC	Louisiana
Colonial Holdings, Inc.	Virginia
Stansley Racing Corp.	Virginia
Colonial Downs, L.P.	Virginia
Colonial Downs, LLC	Virginia
Virginia Concessions, LLC	Virginia
Maryland-Virginia Racing Circuit, Inc.	Virginia

SCHEDULE C

Pricing term sheet dated June 9, 2006, a copy of which is attached hereto.

SCHEDULE D

Bloomberg electronic road show slides and accompanying audio recordings (collectively, the “Electronic Road Show”).

EX-4.13

EXHIBIT 4.13

PLEDGE AGREEMENT dated as of June 16, 2006 (the “Agreement”), among JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC., a Colorado corporation (“Black Hawk” and, together with Borrower, the “Pledgors”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

Reference is made to (a) the Credit Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), CIBC World Markets Corp., as Syndication Agent, Wells Fargo Bank, National Association, as Documentation Agent and Swingline Lender, CIT Lending Services Corporation, as Documentation Agent and Credit Suisse, as issuing bank (in such capacity, “Issuing Bank”), Administrative Agent for the Lenders and Collateral Agent for the Secured Parties and Issuing Bank, (b) the Guarantee Agreement dated as of June 16, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among the Borrower, the Guarantors (including the Pledgors) party thereto and the Collateral Agent and (c) the Security Agreement dated as of June 16, 2006 by and among the Pledgors and the Collateral Agent (the “Security Agreement”).

The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower and its Subsidiaries, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.  Black Hawk has agreed to guarantee, among other things, all the obligations of the Borrower under the Credit Agreement (upon the terms specified in the Guarantee Agreement).  The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned upon, among other things, the execution and delivery by the Pledgors of a pledge agreement in the form hereof to secure (a) the due and punctual payment by the Borrower of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and each Loan Party under or pursuant to the Credit

Agreement and the other Loan Documents and (c) the due and punctual payment and performance of all obligations of the Borrower under each Hedging Agreement and Treasury Services Agreement entered into with any counterparty that was a Lender or Lender Affiliate at the time such Hedging Agreement or Treasury Services Agreement was entered into (all the monetary and other obligations described in the preceding clauses (a) through (c) being collectively called the “Secured Obligations”).  Capitalized terms used herein and not defined herein shall have meanings assigned to such terms in the Credit Agreement.

Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

SECTION 1.Pledge.  As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) subject to Gaming Laws (as defined in Section 5(c)), the shares of capital stock or equity interest owned by it and listed on Schedule I hereto and the certificates representing all such shares (the “Pledged Stock”);(b) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clause (a) above; (c) subject to Section 5, all rights and privileges of each Pledgor with respect to the securities and other property referred to in clause (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Nevada Collateral”).  Upon delivery to the Collateral Agent, (a) any stock certificates, or other securities now or hereafter included in the Nevada Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Nevada Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request.  Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof.  Each schedule so delivered shall supersede any prior schedules so delivered.  The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrower or the Pledgors.

TO HAVE AND TO HOLD the Nevada Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.Delivery of the Nevada Collateral.  Each Pledgor agrees promptly to deliver or cause to be delivered to Dunham Trust Company, the Collateral Agent’s designee in the State of Nevada (the “Nevada Nominee”), any and all Pledged Securities, and any and all

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certificates or other instruments or documents representing the Nevada Collateral, upon the receipt of all approvals required under Gaming Laws.

SECTION 3.Representations, Warranties and Covenants.  Each Pledgor hereby represents, warrants and covenants, as to itself and the Nevada Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a)the Pledged Stock represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock and equity interest of the issuer with respect thereto;

(b)except for the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I, (ii) holds the same free and clear of any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, whether voluntary or imposed by law, or any agreement to give any of the foregoing and free and clear of the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property (collectively, “Liens”), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Nevada Collateral, other than pursuant hereto, and (iv) subject to Section 5 and, with respect to delivery of the Pledged Stock, subject to receipt of all approvals required under Gaming Laws, will cause any and all Nevada Collateral, whether for value paid by such Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c)each Pledgor (i) has the power and authority to pledge the applicable Nevada Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Agreement), however arising, of all persons whomsoever;

(d)no consent of any other person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity or effectiveness of the pledge (other than the approval of the Nevada Gaming Control Board (the “Nevada Board”) and the Nevada Gaming Commission (the “Nevada Commission” and, together with the Nevada Board, and any other Nevada state or local agency with jurisdiction over gaming operations or liquor licensing in the State of Nevada or any political subdivision thereof, the “Nevada Gaming Authorities”)) effected hereby;

(e)by virtue of the execution and delivery by each Pledgor of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing

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such Nevada Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a valid and perfected first lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations;

(f)the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Nevada Collateral as set forth herein;

(g)all of the Pledged Stock has been duly authorized and validly issued and is fully paid and nonassessable;

(h)all information set forth herein relating to the Pledged Stock is accurate and complete in all material respects as of the date hereof; and

(i)the pledge of the Pledged Stock pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

SECTION 4.Registration in Nominee Name; Denominations.  The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its reasonable discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Collateral Agent except that, in the case of the Pledged Stock, the Collateral Agent will hold the Pledged Stock in the name of the applicable Pledgor only.  Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor.  The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 5.Voting Rights; Dividends and Interest, etc.

(a)Unless and until an Event of Default shall have occurred and be continuing:

(i)Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose not prohibited by the terms of this Agreement, the Credit Agreement and the other Loan Documents.  Each Pledgor agrees that it shall not exercise any such right for any purpose prohibited by the terms of, or if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under, this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same;

(ii)The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such

4

Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below; and

(iii)Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws.  All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Nevada Collateral, and, if received by a Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b)Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to dividends, interest or principal that the Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and, subject to Gaming Laws, all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest or principal.  All dividends, interest or principal received by each Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7.  After all Events of Default have been cured or waived, the Collateral Agent shall, within five Business Days after all such Events of Default have been cured or waived, repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c)Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5 other than, in the case of Pledged Stock, those required pursuant to any applicable federal, state and local gaming laws, rules or regulations, as amended from time to time (the “Gaming Laws”), and the obligations of the Collateral Agent

5

under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers during the continuance of such Event of Default, provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit each Pledgor to exercise such rights.  After all Events of Default have been cured or waived, all rights vested in the Collateral Agent pursuant to this clause (c) shall cease and each Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 5.

(d)Each Pledgor agrees that, upon the occurrence of and during the continuance of an Event of Default and at the Collateral Agent’s request, it will, and will cause each of its Subsidiaries to, immediately file such applications for approval and shall use commercially reasonable efforts to take all other and further actions required by the Collateral Agent to obtain such approvals or consents of the Nevada Gaming Authorities, and any other Governmental Authorities with jurisdiction as are necessary for the Collateral Agent, to continue operation of the businesses of Pledgors and their Subsidiaries under the Gaming Licenses held by it, or its interest in any Person holding any such Gaming License pursuant to the Gaming Laws.  To enforce the provisions of this Section 5, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction.  Such receiver shall be instructed to seek from the Nevada Gaming Authority any other Governmental Authorities with jurisdiction, authorization pursuant to the Gaming Laws to continue operation of the businesses of each Pledgor and its Subsidiaries under all necessary Gaming Licenses for the purpose of seeking a bona fide purchaser of the businesses of each Pledgor and its Subsidiaries.  Each Pledgor hereby agrees to authorize, and to cause each of its Subsidiaries to authorize such an authorization pursuant to the Gaming Laws to continue the operation of the businesses of such Pledgor and its Subsidiaries upon the request of the receiver so appointed and, if any Pledgor or any such Subsidiary shall refuse to authorize the transfer, its approval may be required by the court.  Upon the occurrence and continuance of any Event of Default, each Pledgor shall further use, and shall cause its Subsidiaries to use, commercially reasonable efforts to assist in obtaining approval of the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction if required, for any action or transactions contemplated by this Agreement or the Loan Documents, including, preparation, execution, and filing with the Nevada Gaming Authority and any other Governmental Authorities with jurisdiction of any application or applications for authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Pledgor and its Subsidiaries under any Gaming License or transfer of control necessary or appropriate under the applicable Gaming Laws for approval of the transfer or assignment of any portion of the Nevada Collateral.  Each Pledgor acknowledges that the authorization pursuant to the Gaming Laws for the receiver to continue the operation of the businesses of any Pledgor and its Subsidiaries under the Gaming Licenses or for a transfer of control is integral to the Collateral Agent’s realization of the value of the Nevada Collateral, that there is no adequate remedy at law for failure by each Pledgor to comply with the provisions of this Section 5 and that such failure would not be adequately compensable in damages, and therefore agrees that the agreements contained in this Section 5 may be specifically enforced.

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(e)All rights, remedies, and powers provided in this Agreement and the other Loan Documents may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provision of the Gaming Laws and all provisions of this Agreement and the other Loan Documents are intended to be subject to all applicable mandatory provisions of the Gaming Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement or the other Loan Documents invalid or unenforceable, in whole or in part.  The CollateralAgent will timely apply for any receive all required approvals of the Nevada Gaming Authority for the sale of other disposition of gaming equipment regulated by the Gaming Laws (including any such sale or disposition of gaming equipment consisting of slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, and all other “gaming devices” (as such term or words of like import referring thereto are defined in the Gaming Laws), and “associated equipment” (as such term or words of like import referring thereto are defined in the Gaming Law).

(f)For purposes hereof, “Gaming License” means any finding of suitability, registration, license, franchise, or other finding of qualification, or other approval or authorization required to own, lease, operate or otherwise conduct or manage gaming activities in the State of Nevada and all applicable liquor licenses.

SECTION 6.Remedies upon Default.  Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements (including the Gaming Laws), the Collateral Agent may sell the Nevada Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Nevada Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Nevada Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Nevada Collateral so sold.  Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgors, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal the Pledgors now have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

In the event that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent intends to exercise any of the voting and other rights with respect to any Pledged Stock, including, but not limited to (i) re-registration of any Pledged Stock, or (ii) foreclosure, transfer or other enforcement of the security interests in any Pledged Stock, pursuant to applicable Gaming Laws, such exercise of remedies shall require the prior approval of any agency, authority, board (including the Nevada Gaming Authorities), bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by each Pledgor or its subsidiaries (the “Gaming

7

Authorities”) and/or licensing of the Collateral Agent or its nominee (unless such licensing requirement is waived by the applicable Gaming Authorities upon the application of the Collateral Agent or its nominee), pursuant to applicable Gaming Laws.  The approval by the applicable Gaming Authorities of this Agreement shall not act or be construed as the approval, either express or implied, for the Collateral Agent to take any action or steps provided for in this Agreement for which prior approval of any applicable Gaming Authorities is required, without first obtaining such prior approval of such applicable Gaming Authorities to the extent then required by applicable Gaming Law.

The Collateral Agent shall give the applicable Pledgor 10 days’ prior written notice (which such Pledgor agrees is reasonable notice within the meaning of Section 9-612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of such Pledgor’s Nevada Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Nevada Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale.  At any such sale, the Nevada Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.  The Collateral Agent shall not be obligated to make any sale of any Nevada Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Nevada Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Nevada Collateral is made on credit or for future delivery, the Nevada Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Nevada Collateral so sold and, in case of any such failure, such Nevada Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of the applicable Pledgor (all said rights being also hereby waived and released), the Nevada Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor.  For purposes hereof, (a) a written agreement to purchase the Nevada Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) the Pledgors shall not be entitled to the return of the Nevada Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Nevada Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Nevada Collateral

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and to sell the Nevada Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.  Any sale pursuant to the provisions of this Section 6 shall be deemed to the extent permitted by applicable law to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

SECTION 7.Application of Proceeds of Sale.  Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of Nevada Collateral pursuant to Section 6, as well as any Nevada Collateral consisting of cash, shall be applied by the Collateral Agent as follows:

FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with such sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of the Pledgors and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); and

THIRD, to each Pledgor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.  Upon any sale of the Nevada Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Nevada Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8.Reimbursement of Collateral Agent.

(a)Each Pledgor agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, other charges and disbursements of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Nevada Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or observe any of the provisions hereof.

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(b)Without limitation of its indemnification obligations under the other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and the Indemnitees (as defined in Section 10.03(b) of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnitee or any of its Affiliates.

(c)Any amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents.  The provisions of this Section 8 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 8 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement.

SECTION 9.Collateral Agent Appointed Attorney-in-Fact.  Subject to Gaming Laws, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of the applicable Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Nevada Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the applicable Pledgor representing any interest or dividend or other distribution payable in respect of the Nevada Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Nevada Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The Collateral Agent and the

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other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Pledgors for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

SECTION 10.Waivers; Amendment.

(a)No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provisions of this Agreement or consent to any departure by the Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on either Pledgor in any case shall entitle such Pledgor to any other or further notice or demand in similar or other circumstances.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Agent and the Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.02 of the Credit Agreement.

SECTION 11.Securities Act, etc.  In view of the position of each Pledgor in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Securities permitted hereunder.  Each Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect.  Each Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof.  Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale.  Each Pledgor acknowledges and

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agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached.  The provisions of this Section 11 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 12.Condition Precedent.  Notwithstanding anything to the contrary contained in this Agreement, certificates representing the shares of capital stock or equity interest owned by the Pledgors and listed on Schedule I hereto shall not be physically delivered to the Collateral Agent pursuant to the terms of this Agreement prior to receipt of all approvals required under Gaming Laws; provided, however, that this Section 12 shall not affect any other provision of this Agreement in any way.

SECTION 13.Security Interest Absolute.  To the extent permitted by applicable law, all rights of the Collateral Agent hereunder, the grant of a security interest in the Nevada Collateral and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, either Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Secured Obligations).

SECTION 14.Termination or Release.

(a)This Agreement and the security interests granted hereby shall terminate when all the Secured Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement.

(b)Upon any sale or other transfer by the Pledgors of any Nevada Collateral that is permitted under the Credit Agreement to any person that is not a Pledgor (as such term is defined in the Credit Agreement), or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Nevada Collateral pursuant to Section 10.02 of the Credit Agreement, the security interest in such Nevada Collateral shall be automatically released.

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(c)In connection with any termination or release pursuant to paragraph (a) or (b), the Collateral Agent shall (i) promptly deliver to the applicable Pledgor all Nevada Collateral pledged to the Collateral Agent herein and (ii) execute and deliver to the applicable Pledgor, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request from time to time to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

SECTION 15.Notices.  All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement.  All communications and notices hereunder to each Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 10.01 of the Credit Agreement.

SECTION 16.Further Assurances.  Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Nevada Collateral or any part thereof or in order better to assure and confirm unto the Collateral Agent its rights and remedies hereunder.

SECTION 17.Binding Effect; Several Agreement; Assignments.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgors that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns.  This Agreement shall become effective as to each Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that such Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Nevada Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents.  If all of the capital stock of a Pledgor is sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor shall be released from its obligations under this Agreement without further action.  This Agreement shall be construed as a separate agreement with respect to each Pledgors and may be amended, modified, supplemented, waived or released with respect to each Pledgor without the approval of any other Pledgor (as such term is defined in the Credit Agreement) and without affecting the obligations of any other Pledgor (as such term is defined in the Credit Agreement) under the Credit Agreement or under any other Loan Document.

SECTION 18.Survival of Agreement; Severability.

(a)All covenants, agreements, representations and warranties made by the Borrower or the Pledgors in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery

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of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement (other than claims not yet asserted, including as to indemnification claims) is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

(b)Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 19.Governing Law.  This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

SECTION 20.Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01 of the Credit Agreement, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 21.Rules of Interpretation.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of and Schedules to, this Agreement, (e) any reference to any law

14

or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract.

SECTION 22.Jurisdiction; Waiver of Venue; Consent to Service of Process.

(a)Submission to Jurisdiction.  Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b)Waiver of Venue.  Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 15.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Service of Process.  Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than telecopier or electronic communications) in Section 15.  Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

SECTION 23.Waiver of Jury Trial.  Each Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the transactions contemplated hereby (whether based on contract, tort or any other theory).  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

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SECTION 24.Authorization Regarding Filing of Financing Statements.  Each Pledgor authorizes the Collateral Agent to file financing statements with respect to the Nevada Collateral owned by it in such form and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement.  A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

SECTION 25.Compliance with Gaming Laws.  Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Collateral Agent expressly acknowledges and agrees that the exercise of its rights, powers, privileges and remedies under this Agreement is subject to the mandatory provisions of the Gaming Laws and the requirements of the Nevada Gaming Authorities.  Specifically, the Collateral Agent acknowledges and agrees that:

(a)The pledge of the Pledged Stock by each Pledgor, and any restrictions on the transfer of and agreements not to encumber the Pledged Stock contained in this Agreement or in any other Loan Documents, are not effective without the prior approval of the Nevada Gaming Authorities;

(b)Any amendment of this Agreement will require the approval of the Nevada Gaming Authorities before such amendment will be effective;

(c)The Collateral Agent and the Nevada Nominee shall be required to comply with the conditions, if any, imposed by the Nevada Gaming Authorities in connection with its approval of the pledge granted hereunder by each Pledgor, including, without limitation, the requirement that the Collateral Agent, by and through the Nevada Nominee as its agent, maintain the certificates evidencing the Pledged Stock at a location in Nevada designated to the Nevada Board, and that the Collateral Agent and the Nevada Nominee permit agents or employees of the Nevada Board to inspect such certificates immediately upon request during normal business hours; and

(d)Neither the Collateral Agent nor the Nevada Nominee shall surrender possession of any certificate evidencing the Pledged Stock to any person other than the respective Pledgor without the prior approval of the Nevada Gaming Authorities or as otherwise permitted by the Gaming Laws.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

JACOBS ENTERTAINMENT, INC.
By:	/s/ Jeffrey P. Jacobs
	Name: Jeffrey P. Jacobs
	Title: Chief Executive Officer
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
By:	/s/ Stephen R. Roark
	Name: Stephen R. Roark
	Title: President
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,
By:	/s/ Cassandra Droogan
	Name: Cassandra Droogan
	Title: Vice President
By:	/s/ Doreen Barr
	Name: Doreen Barr
	Title: Vice President

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Schedule I to the
Pledge Agreement

CAPITAL STOCK

Issuer (Jurisdiction of Incorporation)	Number of Certificate	Registered Owner	Number and Class of Shares	Percentage of Shares
Jacobs Pinon Plaza Entertainment, Inc. (Nevada)	1	Jacobs Entertainment, Inc.	100 / Common	100	%
Gold Dust West Casino, Inc. (Nevada)	1	Black Hawk Gaming & Development Company, Inc.	100 / Common	100	%
Black Hawk Gaming & Development Company, Inc. (Colorado)	2	Jacobs Entertainment, Inc.	1,000 / Capital Stock	100	%
Jacobs Elko Entertainment, Inc.	1	Jacobs Entertainment, Inc.	100 / Common Stock	100	%

DEBT SECURITIES(1)

Issuer Principal Amount Date of Note Maturity Date

(1)Company to confirm that there are none.

EX-5.1

EXHIBIT 5.1

[Baker & Hostetler LLP Letterhead]

July 26, 2006

Jacobs Entertainment, Inc.

17301 West Colfax Avenue, Suite 250

Golden, Colorado  80401

Re:          Registration Statement on Form S-4 with respect to

$210,000,000 aggregate principal amount of 9 ¾% Senior

Notes due 2014 of Jacobs Entertainment, Inc.

Ladies and Gentlemen:

We have acted as counsel for Jacobs Entertainment, Inc., a Delaware corporation (the “Issuer”), and the entities listed on Exhibit A attached hereto, each of which is a wholly owned subsidiary of the Issuer (collectively the “Guarantors”), in connection with (i) the offer to exchange (the “Exchange Offer”) up to $210,000,000 aggregate principal amount of the Issuer’s 9 ¾% Senior Notes due 2014 (the “New Notes”) for its $210,000,000 aggregate principal amount of 9 ¾% Senior Notes due 2014 (the “Old Notes”) that are presently outstanding and (ii) the preparation of the registration statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission by the Issuer and the Guarantors, as well as other wholly owned subsidiaries of the Issuer, for the purpose of registering the New Notes and certain guarantees under the Securities Act of 1933, as amended (the “Act”). The Old Notes have been, and the New Notes will be, issued pursuant to an Indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuer, the guarantors named therein and Wells Fargo Bank, National Association, as Trustee. The New Notes will have the benefit of the guarantees of the Guarantors (“Guarantees”) provided for in the Indenture.

In connection with the foregoing, we have examined such records of the Issuer and the Guarantors and such other documents as we consider necessary to render this opinion.

Based on that examination, we are of the opinion that:

(a) when the New Notes, substantially in the form set forth in an exhibit to the Indenture filed as Exhibit 4.1 to the Registration Statement, have been duly executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and duly delivered in exchange for the Old Notes in accordance with the Exchange Offer in the manner described in the Registration Statement, the New Notes will be valid and binding obligations of the Issuer and will be entitled to the benefits of the Indenture; and

(b) when the New Notes have been duly executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and duly delivered in exchange for the Old Notes in accordance with the Exchange Offer in the manner described in the Registration Statement, the

Guaranty of each of the Guarantors will be the valid and binding obligation of each of the Guarantors, respectively.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement.

Sincerely,

/s/ Baker & Hostetler LLP

Exhibit A

Black Hawk Gaming & Development Company, Inc.

Gold Dust West Casino, Inc.

Black Hawk/Jacobs Entertainment, LLC

Gilpin Hotel Venture

Gilpin Ventures, Inc.

Diversified Opportunities Group Ltd.

Colonial Holdings, Inc.

Stansley Racing Corp.

Colonial Downs, L.P.

Colonial Downs, LLC

Jacobs Piñon Plaza Entertainment, Inc.

Jacobs Elko Entertainment, Inc.

Jacobs Dakota Works, LLC

Virginia Concessions, LLC

Maryland-Virginia Racing Circuit, Inc.

EX-5.2

EXHIBIT 5.2

July 26, 2006

Jacobs Entertainment, Inc.
240 Main Street
Black Hawk, Colorado 80422

Re:Registration Statement on Form S-4 with respect to Offer of $210,000,000 aggregate principal amount 9¾% Senior Secured Notes due 2014 of Jacobs Entertainment,  Inc.

Dear Ladies and Gentlemen:

                I have acted as special counsel in the State of Louisiana to Jacobs Entertainment, Inc., a Delaware corporation, (“the Issuer”) and each of the entities listed in Schedule A annexed hereto (each, a “Louisiana Subsidiary,” collectively the “Louisiana Subsidiaries, collectively, the “Guarantors”), in connection with (i) the offer to sell (the “ Offer”) up to $210,000,000 aggregate principal amount of 9¾% Senior Secured Notes due 2014 (the “Notes”), pursuant to an Indenture dated as of June 16, 2006 (the “Indenture”), among Issuer, the Louisiana Subsidiaries and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), and certain other subsidiaries of the Issuer identified therein, for the benefit of the Trustee and the holders (the “Noteholders”) of those Notes pursuant to the Indenture and (ii) the preparation of the registration statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission by the Issuer and the Guarantors, as well as other wholly owned subsidiaries of the Issuer, for the purpose of registering the New Notes and certain guarantees under the Securities Act of 1933, as amended (the “Act”). The Notes will be, issued pursuant to the Indenture. The Notes will have the benefit of the guarantees of the Guarantors (“Guarantees”) provided for in the Indenture.

                In connection with the opinions hereinafter set forth, I have examined the records of the Issuer and the Guarantors and such other documents as I deemed necessary to render this opinion (the “Documents”). In issuing this opinion I have assumed that there has been furnished to me for review the final forms of the Documents and the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. I have further assumed in rendering the opinions hereinafter set forth that there has occurred due execution and delivery of the Documents and all documentation in connection therewith by each party, other than the Louisiana Subsidiaries.

                Subject to the foregoing assumptions and additional qualifications contained herein below, I am of the opinion that:

                (a)   when the Notes, substantially in the form as set forth in an exhibit to the Indenture filed with the Registration Statement, have been duly executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and duly delivered in the manner described in the

Jacobs Entertainment, Inc.

July 26, 2006

Page -2-

Registration Statement, the Notes will be valid and binding obligations of the Issuer and will be entitled to the benefits of the Indenture; and

                (b)   when the Notes, substantially in the form as set forth in an exhibit to the Indenture filed with the Registration Statement, have been duly executed by the Issuer and authenticated by the Trustee in accordance with the Indenture and duly delivered in the manner described in the Registration Statement, the Guaranty of each of the Guarantors will be the valid and binding obligation of each of the Guarantors, respectively.

                It is further understood that the rights of the secured parties and the enforceability of the security documents may be subject to the limitations imposed by the laws applicable to bankruptcy, insolvency and other laws affecting the enforcement of creditors rights generally and further, may be subject to the exercise of judicial discretion in accordance with general principles of equity and other applicable law limiting the availability of self-help and the remedy of specific performance, and to the further qualification that certain of the remedial provisions therein are or may be limited or unenforceable in whole or in part under applicable law, although, in our opinion, such possible limitations do not make the remedies and procedures which would be available under the security documents and applicable law inadequate for the realization of the substantive benefits intended to be available to the secured parties.

                I am qualified to practice law in the State of Louisiana only, and I do not express any opinion herein concerning any laws other than the laws of the State of Louisiana applicable to these opinions.

                I hereby consent to the filing of this opinion as and Exhibit to the Registration Statement and the reference to us under the caption “Legal Matters” in the prospectus that is a part of the Registration Statement.

Sincerely yours,

/s/ Brett A. Sulzer

Brett A. Sulzer

SCHEDULE "A"

List of Louisiana Subsidiaries

Jalou Breaux Bridge, LLC

Jalou of Jefferson, LLC

Jalou Eunice, LLC

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EX-10.3A

EXHIBIT 10.3

GROUND LEASE

This GROUND LEASE AGREEMENT (“Lease”) is made this 26^th day of June, 2006, by and between CLARK G. RUSSELL and JEAN M. RUSSELL, Trustees of “THE CLARK AND JEAN RUSSELL FAMILY TRUST” (hereinafter called “Landlord”), and JACOBS PINON PLAZA ENTERTAINMENT, INC., a Nevada corporation (hereinafter called “Tenant”).

WITNESSETH:

1.LEASED PREMISES.

A.Leased Premises. Landlord is the owner of certain real property situated in Carson City, State of Nevada, having a street address of 2171 Highway 50 East, consisting of approximately 17.67 acres, Assessor’s Parcel Number 8-152-19, more particularly described and shown on Exhibit “A”, attached hereto and incorporated herein (the “Leased Premises”). Landlord and Tenant acknowledge and agree that at the time of this Lease various buildings and other improvements exist on, under or above the Leased Premises, a schedule of which is attached to this Lease as Exhibit “B”, attached hereto and incorporated herein (collectively, the “Improvements”).

B.Lease. Landlord leases to Tenant, and Tenant leases from Landlord, the Leased Premises.

C.As-Is. Except as set out in this Lease to the contrary, Landlord disclaims any representations or warranties with respect to the Leased Premises and Tenant acknowledges that the Leased Premises are leased to Tenant in an As-Is condition.

D.Severance of Improvements. Landlord represents and warrants to Tenant that the Improvements are not part of the Leased Premises and that legal title to such Improvements has been severed from the legal title to the Leased Premises by virtue of that certain Affidavit of Conversion dated June 23, 2006 and filed of record in the real property records of Carson City, Nevada, an unrecorded copy of which is attached hereto as Exhibit “C” and incorporated herein as if set out word for word. Landlord and Tenant agree that upon recording of the Affidavit of Conversion, a recorded copy of such document shall be substituted in replacement of the unrecorded version and will be attached hereto as Exhibit “C”.  Landlord further represents and warrants to Tenant that legal title to the Improvements is vested with Capital City Entertainment, Inc., a Nevada corporation.  Landlord hereby disclaims any claim to title to the Improvements or to any lien rights in same.

E.Adjacent Property.

(1)Landlord represents to Tenant that Landlord believes in good faith that Landlord has the right, pursuant to a written agreement with the Nevada Department of Transportation (“NDOT”) to purchase that certain seven (7) acre tract of land situated adjacent to

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the Leased Premises (the “Adjacent Tract”), a depiction and legal description of which is attached hereto and incorporated herein as Exhibit “D”, as if set out word for word.

(2)Landlord agrees with Tenant that if the Adjacent Tract becomes available for purchase, Landlord will exercise its best efforts to promptly consummate the purchase of the Adjacent Tract (and to promptly and fully advise Tenant in writing as to the status of such efforts as well as the time and date of the closing of such purchase).

(3)Landlord and Tenant further agree that upon the consummation of the purchase of the Adjacent Tract, such Adjacent Tract shall become part of the Leased Premises (and this Lease shall be amended by written agreement executed by Tenant and Landlord to reflect the addition of the Adjacent Tract to the Leased Premises).

(4)Upon the addition of the Adjacent Tract to the Leased Premises, the Annual Rent defined and described in Section 4, below shall be increased by an amount determined as follows:

(i)In the event the Adjacent Tract Option is exercised during the Initial Term, the Annual Rent shall be increased by the amount paid actually by Landlord to NDOT as the purchase price for the Adjacent Tract (as evidenced by the Purchaser’s Settlement Statement or such other similar instrument utilized by the title company at the closing of same) multiplied by an annualized “capitalization rate” of eight percent (8%)(By way of illustration only:  assuming a purchase price of $2,000,000.00 and the annualized capitalization rate of 8%, the annual rent amount resulting from the formula set out in this subpart (bb) would be $160,000.00 [$2,000,000.00 x ..08=$160,000.00]).

(ii) In the event the Adjacent Tract Option is exercised during either the First Extension Term or the Second Extension Term, the Annual Rent shall be increased pursuant to the same alternatives identified in subsection 1.E.(4)(i), above.

(iii) Notwithstanding the above, any amounts due for Annual Rent in relation to the Adjacent Tract shall be prorated in accordance with Section 4.D., below.

(iv)          After the expiration of the Initial Term (or the expiration of the First Extension Term, in the event the Adjacent Tract Option is exercised in such extension term), the Annual Rent shall be determined in accordance with Sections 4.B. and 4.C., as applicable.

2.CONTROL OF LEASED PREMISES.

Tenant, during the Term of this Lease, shall have exclusive control of the Leased Premises, and Landlord shall take no action pertaining to the Leased Premises (including the construction of new, or the alteration of existing, structures on the Leased Premises) without the prior written consent of Tenant subject to the provisions hereof which require or allow Landlord to take action with respect to the Leased Premises.

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3.TERM.

A.Initial Term. The initial Term of this Lease shall commence on June 25, 2006, and shall continue for ten (10) calendar years, having an expiration date of June 24, 2016 (the “Initial Term”).

B.First Extension Term. Tenant shall have the exclusive, non-revocable right and option, at Tenant’s sole election, to extend the Initial Term of this Lease (the “First Extension Right”) for an additional term of ten (10) years (the “First Extension Term”). Tenant may exercise the First Extension Right by giving notice to Landlord of its intention so to do at least six (6) months prior to the expiration of the Initial Term. The First Extension Term shall be upon all of the terms and conditions set out in this Lease.

C.Second Extension Term. Tenant shall have the exclusive, non-revocable right and option, at Tenant’s sole election, to extend the First Extension Term of this Lease (the “Second Extension Right”) for an additional term of ten (10) years (the “Second Extension Term”). Tenant may exercise the Second Extension Right by giving notice to Landlord of its intention so to do at least six (6) months prior to the expiration of the First Extension Term. The Second Extension Term shall be upon all of the terms and conditions set out in this Lease.

D.Term Defined. For purposes of this Lease, any reference to “Term” shall mean the Initial Term, the First Extension Term or the Second Extension Term, as the context requires as determined by Tenant, in Tenant’s discretion.

4.RENT. The annual rent to be paid to Landlord by Tenant under the Lease (the “Annual Rent”) shall be as follows:

A.Initial Term. During the Initial Term, Tenant agrees to pay to Landlord as an Annual Rent for the use and occupancy of the Leased Premises, as follows:

(1)Years 1-5:$250,000.00 per year

(2)Years 6-10:$300,000.00 per year

B.First Extension Term. The Annual Rent to be paid to Landlord during the First Extension Term shall be calculated as follows:

(1)Years 1-5:   The Annual Rent for Years 1-5 of the First Extension Term shall be the First Extension Term MAI Valuation Rate.

(2)Years 6-10:  The Annual Rent for Years 6-10 shall be calculated by taking the amount of Annual Rent paid for Year 5 of the First Extension Term multiplied by the CPI Escalation Factor existing on the first day of the sixth year of the First Extension Term.

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(3)First Extension Term MAI Valuation Rate Defined. For purposes of this Lease, the term “First Extension Term MAI Valuation Rate” shall mean the ground lease rental rate agreed to by Landlord and Tenant, but if they cannot agree, then the fair market value ground lease rate for the Leased Premises (based on the fair market value of the Leased Premises and rental rates for ground leases in Carson City, Nevada) as determined by an Appraisal Team, selected as set forth in Section 31.F. The valuation appraisal described in this Section 4.B.(3) shall be in writing and shall be conducted and prepared in accordance with MAI standards and methodologies and be based on a valuation date which is not more than 60 days prior to the commencement of the First Extension Term.   Such valuation appraisal shall exclude the value of all Improvements (as well as any additions to the Improvements as may have been constructed on the Leased Premises after the commencement date of this Lease and shall further exclude the value of any existing lease on the Leased Premises, including this Lease, or extension rights to this Lease, such that it is appraised as unencumbered real property).

C. Second Extension Term.  The Annual Rent to be paid to Landlord during the Second Extension Term shall be calculated as follows:

(1)Years 1-5: The Annual Rent for Years 1-5 of the Second Extension Term shall be the Second Extension Term MAI Valuation Rate.

(2)Years 6-10: The Annual Rent for Years 6-10 shall be calculated by taking the amount of Annual Rent paid for Year 5 of the Second Extension Term multiplied by the CPI Escalation Factor existing on the first day of the sixth year of the Second Extension Term.

(3)Second Extension Term MAI Valuation Rate Defined. For purposes of this Lease, the term “Second Extension Term MAI Valuation Rate” shall mean the ground lease rental rate agreed to by Landlord and Tenant, but if they cannot agree, then the fair market value ground lease rate of the Leased Premises (based on the fair market value of the Leased Premises and rental rates for ground leases in Carson City, Nevada) as determined by an Appraisal Team, selected as set forth in Section 31.F. The valuation appraisal described in this Section 4.C.(3) shall be in writing and shall be conducted and prepared in accordance with MAI standards and methodologies and be based on a valuation date which is not more than 60 days prior to the commencement of the Second Extension Term.   Such valuation appraisal shall exclude the value of all Improvements (as well as any additions to the Improvements as may have been constructed on the Leased Premises after the commencement date of this Lease and shall further exclude the value of any existing lease on the Leased Premises, including this Lease, or extension rights to this Lease, such that it is appraised as unencumbered real property).

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D.Monthly Payment. The Annual Rent described above is to be paid in equal monthly installments in advance on the first day of each and every calendar month of the Term. The Annual Rent for any other portion of the Term which is less than twelve (12) months shall be the proration of the Annual Rent above which the number of months in such portion of the Term bears to twelve (12).

E.Late Payment. If, during the Term or any extension thereof, any annual calendar time period, Tenant fails to pay the Annual Rent on or before the tenth (10^th) of the month, then such payments shall bear interest from the first of the month of the lesser of the prime lending rate of U.S. Bank, plus one percent (1%) or the highest rate allowed by the law of the State of Nevada.

F.Payments Location. Payments of Annual Rental shall be made to Landlord at the address specified in Section 14 hereof, or at such other place as Landlord may from time to time in writing direct (not less than thirty (30) days in advance of the date of the address change effective date).

G.No Security Deposit. Lessee shall not be obligated to pay a security deposit in connection with this Lease.

H.No Set Off. Annual Rent, and all other sums payable hereunder to or on behalf of Landlord shall be paid (except as permitted herein otherwise or by applicable law) without notice or demand and without set-off, counterclaim, abatement, suspension, deduction or defense.

I.CPI Escalation Factor. For purposes of this Lease, the term “CPI Escalation Factor” shall mean that percentage increase in the Consumer Price Index (“CPI”) established for the West Region of the United States of America for the relevant immediately preceding twelve (12) month time period as provided by the United States Bureau of Labor Statistics.

5.TRIPLE NET LEASE. Landlord and Tenant agree that this Lease is a triple net lease as to the Leased Premises and except as specifically referred herein, Landlord is not obligated to expend any funds in connection with the operation of the Leased Premises.

6.FIXTURES; EQUIPMENT.

A.Tenant Equipment. Tenant at its own expense shall provide, install and maintain all trade fixtures, furniture and equipment (collectively such furniture, fixtures and equipment, the “Equipment) reasonably required in Tenant’s sole discretion to enable it to conduct its business on the Leased Premises. Such Equipment shall remain the property of Tenant and Tenant may remove same at any time prior to the expiration or earlier termination of the Term (and Tenant shall remove same within thirty (30) days of the expiration or earlier termination of this Lease).

B.Repair of Leased Premises. Tenant shall repair at its own expense any damage to the Leased Premises caused by the removal of such Equipment.

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C.Disclaimer. Landlord hereby expressly disclaims and waives any rights (whether by Landlord’s lien laws or laws concerning fixtures or otherwise) to the Equipment.

7.USE OF PREMISES.

Tenant may use the Leased Premises for any lawful purpose, and in particular (but not limited to), the purpose of operating a hotel, motel, casino, restaurant, bowling center and R.V. park. Tenant shall conduct its business insofar as the same relates to Tenant’s use and occupancy of the Leased Premises in a lawful manner and in compliance with all governmental laws, rules, regulations and orders applicable to the business of Tenant. Landlord agrees to promptly execute and deliver to Tenant, upon Tenant’s request, any and all forms and documents, and to assist and cooperate with Tenant at Tenant’s expense, to comply with the provisions of this Section 7.

8.PAYMENT OF TAXES.

A.Leased Premises. Tenant agrees that it shall pay before delinquency any real property taxes and special assessments for public improvements levied or assessed against the Leased Premises and payable during the Term. Such taxes which are to be paid by Tenant shall be prorated with respect to any taxes levied for a fiscal tax year extending beyond the end of the Term such that Tenant shall pay only such portion of taxes as the portion of the fiscal tax year preceding the end of the Term bears to the entire fiscal tax year.

B.Exclusions. Nothing contained in this Lease shall require Tenant to pay any franchise, corporate, estate, inheritance, succession, stamp, transfer, use, income or excess profits tax of Landlord.

C.Special Assessments. In the event any additional tax or any special assessment is levied or assessed against the Leased Premises, which such additional tax or special assessment becomes due and payable in whole or in part during the Term, Tenant shall pay in a timely manner such part of the tax or assessment that becomes due and payable during the Term.

D.Tenant’s Property. Tenant shall also pay before delinquency any and all taxes and assessments levied or assessed, and becoming payable during the Term, against Tenant’s property located upon the Leased Premises.

E.Contest. Notwithstanding any provision in this Section 8 to the contrary, Tenant may contest any tax or assessment referenced in this Section 8, provided that such contest is at no expense to Landlord and any late charges or penalties imposed (on such tax amounts due to Tenant’s failure to timely pay same) are paid by Tenant. Landlord agrees to promptly execute and deliver to Tenant, upon Tenant’s request, any and all forms and documents, and to assist and cooperate with Tenant, at Tenant’s expense, to comply with the provisions in Tenant’s reasonable discretion of this Subsection 8.E. During such contests, Tenant shall take all steps appropriate, including payment under protest, to prevent foreclosure and public sale or other divesting of Landlord’s title by reason of nonpayment of taxes. In any event, Tenant shall pay all taxes prior to the issuance of any execution therefore by the applicable jurisdiction unless

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adequate provisions have been made for the bonding of same. In the event that a written notice of tax sale is given by the applicable taxing authority, Landlord, upon five (5) days advance written notice to Tenant, shall have the right to pay all past due taxes and any penalties. Tenant shall pay to Landlord all costs incurred in good faith of any such performance by Landlord within thirty (30) days of Tenant’s receipt of a written invoice supported by reasonable evidence as to such amounts. Tenant’s failure to timely pay such amounts to Landlord shall constitute a default.

F.Delivery of Tax Receipt. During the Term of this Lease, Tenant shall provide Landlord with a copy of its paid tax receipt within forty-five (45) days of the date of Tenant’s receipt of a written request from Landlord of same.

9.INSURANCE AND INDEMNIFICATION.

A.Indemnity. Tenant, with respect to its use and occupancy of the Leased Premises, agrees to defend, assume legal liability for, indemnify, and hold free and harmless Landlord, its agents, servants, employees, officers, and directors, from any and all loss, damages, liability, cost, or expenses (including, but not limited to, attorneys’ fees, reasonable investigative and discovery costs and court costs) and all other sums which Landlord, its agents, servants, employees, officers, and directors may reasonably pay or become obligated to pay on account of any, all, and every demand, claim, assertion of liability, or action directly caused by the  act or omission of Tenant (but not as to claims and liability arising out of the negligent or willful conduct of Landlord or its agents), its agents, servants or employees, whether such claim, demand, assertion of liability or action be for damages or injury to person or property, including the property of Landlord, or death of any person, made by any person, group, or organization, whether employed by either of the parties hereto or otherwise.

B.General Liability Insurance. Tenant agrees that it shall, at its own cost and expense, at all times during the term of this Lease, maintain in force a policy or policies of insurance written by one or more responsible insurance carriers, legally qualified to issue such insurance in the State of Nevada which shall insure against liability for injury to and/or death of and/or damage to property of any person or persons, with a combined single policy limit of not less than TWO MILLION DOLLARS ($2,000,000.00). Such policy or policies shall provide, among other things, that it or they specifically recognize and insure the liability assumed by Tenant pursuant to Section 9.A. hereof.

C.Workers Compensation Insurance. Tenant agrees to maintain and keep in force, during the Term, all employees’ compensation insurance required under applicable worker’s compensation acts, currently referred to in the State of Nevada as State Industrial Insurance.

D.Evidence. Within ten (10) days of Landlord’s written request, Tenant shall deliver the certificates of insurance evidencing the existence in force of the policies of insurance referenced in Section 9.B., above. Each of such certificates shall provide that such insurance shall not be canceled or materially amended unless the insurer shall give thirty (30) days prior written notice of such cancellation or amendment to the party designated on such certificate as the holder thereof, which shall include notice to Landlord.

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E.Self-Insurance Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to self insure as to State Industrial Insurance under Chapter 616, on meeting the requirements set forth herein.

10.CONDEMNATION.

A.Leased Premises. Subject to the rights of Tenant hereinafter set forth in this Section 10, Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant may be or become entitled by reason of any taking of the Leased Premises or any part thereof, in or by condemnation or eminent domain proceedings pursuant to any law, general or special. Landlord shall be entitled to participate in any such proceedings at Landlord’s expense.

B.Tenant Property. Notwithstanding anything herein to the contrary, Tenant shall have the right to pursue a claim with and retain any award from the condemning authority or entity for damage to or loss of Tenant’s leasehold estate in the Leased Premises as well as for any other separate damages that Tenant may suffer in relation to the Improvements or the Equipment.

C.Governmental Action. In the event of the temporary requisition of the use or occupancy of the Leased Premises or any part thereof, by any governmental authority, civil or military, Tenant shall retain any award or payment therefore, whether the same shall be paid or payable in respect of Tenant’s leasehold interest, the Improvements, the Equipment or otherwise; provided, however, that Tenant shall continue to pay Annual Rent, and any other sums payable by Tenant hereunder during the period of such temporary requisition.

D.Right of Termination. Notwithstanding the provisions of Section 10.B., if all of the Leased Premises (or so much thereof as to render the Leased Premises unsuitable for Tenant’s business use, to be determined by Tenant in its sole discretion) be taken or appropriated by some public authority or private corporation having the power of eminent domain, or if the Leased Premises be conveyed by the Landlord or its successors-in-interest for the purpose of avoiding proceedings in appropriation, this Lease shall terminate as of the date of such appropriation or conveyance with the same force and effect as if such date had been originally set forth herein as the expiration date of the Term. Upon such event, Landlord shall rebate to Tenant the amount of Annual Rent paid under this Lease relating to the time period after such date of termination.

E.Partial Taking. If only a portion of the Leased Premises be taken or appropriated by eminent domain proceedings and if the Leased Premises are still suitable for Tenant’s business use, to be determined by Tenant in its sole discretion, after such taking, this Lease shall terminate as to that portion of the Leased Premises so taken but shall remain in full force and effect as to the remainder of the Leased Premises. Upon such event, the future rentals to be paid by the Tenant shall be equitably abated in the ratio that the value of the Leased Premises taken bears to the value of the whole of the Leased Premises.

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F.Restriction Obligation. To the extent possible, any amounts awarded shall be used by Landlord to fully restore the Leased Premises to its former condition, with excess funds belonging to the Landlord.

G.Consent Required. For the purpose of this Lease, all amounts payable pursuant to any agreement with a condemning authority which agreement has been made in settlement of or under threat of any condemnation, or other eminent domain proceeding affecting the Leased Premises shall be deemed to constitute an award made in such proceeding; provided, however, that no such agreement shall be made with any condemning authority by either Landlord or Tenant without the written consent of the other.

11.UTILITIES, ETC.

Tenant shall pay during the Term all electrical, water, gas, telephone and other public or private utility charges in connection with its occupancy and use of the Leased Premises, including all business licenses and similar permit fees.

12.COVENANTS AGAINST LIENS.

A.Discharge; Reimbursement. Except for any indebtedness imposed on Tenant’s leasehold interest in the Leased Premises by Tenant’s lenders pursuant to Section 35, below (the “Tenant Lender Liens”), Tenant covenants and agrees that it shall not, during the Term, suffer or permit any lien to be attached to or upon the Leased Premises or any part thereof by reason of any act or omission on the part of Tenant, and hereby agrees to save and hold harmless Landlord from or against any such lien or claim of lien. In the event that any such lien (other than the Tenant Lender Liens) does so attach, and is not released within ninety (90) days after notice to Tenant thereof, or if Tenant has not indemnified Landlord against any such lien within such ninety (90) day period, Landlord, in its sole discretion, may pay and discharge the same and relieve the Leased Premises therefrom. Tenant agrees to repay and reimburse Landlord for the amount so paid by Landlord within thirty (30) days of Tenant’s receipt of a notice for such charges supported by detailed evidence of such expenditures.

B.Good Faith Contest. Notwithstanding the above, Tenant may in good faith contest any mechanics, laborers’, materialmen’s or other liens filed or established against the Leased Premises, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. Upon such circumstances, Landlord shall not have the rights set out in Section 12.A., above, unless by nonpayment of any such items the interest of Landlord will be materially and imminently endangered or the Leased Premises or any part thereof will be subject to imminent material loss or forfeiture, in which event Tenant shall promptly pay and cause to be satisfied and discharged all such unpaid items or secure such payment by posting a bond, in form reasonably satisfactory to Landlord, with the Landlord. Landlord will cooperate fully with the Tenant in any such contest provided that Tenant shall fully and promptly reimburse Landlord for all reasonable costs incurred by Landlord in that regard. Tenant shall hold Landlord whole and harmless from any loss, cost or expenses Landlord may reasonably incur related to any such contest.

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C.Landlord Representation.  Landlord hereby represents and warrants to Tenant that the Leased Premises are free from all liens, encumbrances, claims, impediments to title, encroachments, development restrictions (other than zoning and gaming laws), restrictive covenants, special taxing districts or the like.  Landlord hereby further represents and warrants to Tenant that the Leased Premises are free from any other matter which may impair or restrict Tenant’s business operations or the expansion of, or the construction of additions to, the Improvements and that the Leased Premises are situated within a zoning and gaming district which is compatible with the use designations set out in Section 7, above.

13.ASSIGNMENT AND SUBLETTING.

A.General. Tenant shall have the right to assign or sublet the Leased Premises, or any part thereof, without consent from Landlord, provided that no such assignment or subletting shall relieve Tenant from any of its obligations as Tenant hereunder (unless Landlord agrees otherwise in writing). Tenant shall be entitled to retain all proceeds (whether in the form of rent or recoupments or otherwise) generated from such sublease or assignment. Every such assignment or sublease shall recite that it is and shall be subject and subordinate to the provisions of this Lease, and the termination or cancellation of this Lease shall constitute a termination and cancellation of every such assignment or sublease (subject to the Lender rights, described in Section 35, below).

B.Assignment To Affiliate. Notwithstanding anything herein to the contrary, Tenant shall have the right to assign this Lease to an Affiliate of Tenant’s election and upon such assignment, Tenant shall be released from the duties and obligations of this Lease. For purposes of this Lease, the term “Affiliate” shall mean any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries whether one or more, that directly or indirectly, control, are controlled by, or are under common control with or have an ownership interest in, with or of Tenant.

14.NOTICES.

All notices, demands, requests, elections, approvals, disapprovals, consents or other communications which this Agreement contemplates, or requires or permits either party to give to the other, shall be in writing and shall be personally delivered or sent by certified mail return receipt requested, postage prepaid, or by telecopy or by Federal Express or similar delivery service addressed to the respective parties as follows:

Landlord:	CLARK G. RUSSELL, Trustee
	JEAN M. RUSSELL, Trustee
	“The Clark and Jean Russell Family Trust”
	P.O. Box 1966
	Carson City, Nevada  89702

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Tenant:	Jacobs Pinon Plaza Entertainment, Inc.
	17301 West Colfax Avenue
	Suite 250
	Golden, Colorado  80401
	Attention:  Stephen R. Roark, CFO
	(303) 215-5201
	(303) 215-5219 facsimile
With A Copy To:	Jones & Keller, P.C.
	1625 Broadway, 16th Floor
	Denver, Colorado  80202
	Attention: Samuel E. Wing, Esq.
	(303) 573-1600
	(303) 893-6506 (facsimile)

or to such other address as either party may from time to time designate by notice to the other given in accordance with this Section 14. Notice shall be deemed to have been given upon receipt thereof in the case of personal delivery or delivery service, or three (3) days after deposit in the U.S. mail in the case of mailing.

15.RIGHT TO INSPECT.

During the Term, Landlord hereby reserves the right for itself or its duly authorized agents and representatives upon forty-eight (48) hours advance written notice to Tenant to enter upon the Leased Premises during regular business hours of Tenant for the purpose of inspecting the same and of showing the same to any prospective purchaser. Notwithstanding the above, Landlord shall not have the right to enter into any of the Improvements situated on the Leased Premises.

16.MAINTENANCE.

Tenant shall, at its own expense, maintain the entire Leased Premises in good condition and repair, and at the end of the Term or sooner termination of this Lease, (whether by operation of law, for failure to comply with the provisions hereof, or otherwise), Tenant shall deliver up the Leased Premises in the same order, condition, and repair as when received by Tenant; provided, however, Tenant shall not be obligated to restore diminution in condition caused by: (i) ordinary wear and tear; or (ii) elements and damages due to casualty or condemnation; or (iii) the construction of additional buildings, structures or other improvements over, upon or under the Leased Premises; or (iv) the demolition or alteration of existing buildings, structures, or other improvements over, upon or under the Leased Premises.

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17.DEFAULT.

A.Tenant Default.

(1)Should Tenant default in the performance of any covenant or agreement herein, and such default continues for sixty (60) days after receipt by Tenant of written notice thereof from Landlord (specifying the nature of such default and the remedy for same), or if the default of Tenant is of a type which is not reasonably possible to cure within  sixty (60) days, if Tenant has not commenced to cure such default within the  sixty (60) day period and does not thereafter diligently prosecute the curing of such default to completion, Landlord may, so long as such default continues, as Landlord’s exclusive remedy, either: (i) waive such default; or (ii) accelerate the Annual Rent due under the remainder of the then current Term by written notice to Tenant (which written notice shall specify the amount to be paid to Landlord); (iii) terminate this Lease (subject to the Tenant Lender Rights set out in Section 17.C. and Section 35 below, and the rights of Tenant pursuant to the provisions of subsection A.(3), below).

(2)Notwithstanding the above, in the event Tenant’s default is for failure to pay Annual Rent, such default must be cured within thirty (30) days after Tenant’s receipt of written notice from Landlord specifying each breach (and the cure for same).

(3) In the event that Landlord elects to terminate this Lease in accordance with subsection A. above, Tenant, at Tenant’s election and notwithstanding Landlord’s election to terminate this Lease,   shall have the right to exercise the Option described in Section 31 below, provided such Option is exercised by Tenant within thirty (30) days of the date Tenant receives written notice from Landlord of its election to terminate this Lease.

(4)In the event that Landlord elects to terminate this Lease in accordance with subsection A. above (and in the event Tenant has not exercised the Option described in Section 31 below), Landlord shall take possession of the Leased Premises and title to all improvements existing thereon shall pass to Landlord. Notwithstanding the immediately preceding sentence, Landlord’s right to take possession of the Leased Premises and to take title to the improvements existing thereon shall be expressly subject and subordinate to the Tenant Lender Rights set out in Section 35 below.

B.Landlord Default. Should Landlord default in the performance of any covenant or agreement herein, and such default continues for thirty (30) days after receipt by Landlord of written notice thereof from Tenant specifying such breach and the cure for same (except as otherwise provided herein) or if the default of Landlord is of a type which is not reasonably possible to cure within a thirty (30) day period and does not thereafter diligently prosecute the curing of such default to completion (except as otherwise provided herein), Tenant shall have the right to pursue all rights and remedies which are available at law or in equity.

C.Tenant Lender Rights.  Notwithstanding anything in this Section 17 to the contrary, all rights of  Landlord set out in this Section 17 (in addition to all other provisions of this Lease) shall be expressly subject and subordinate to the Tenant Lender Rights set out in Section 35, below.

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18.SIGNS.

A.Tenant Signage. Tenant shall have the right to install, erect and maintain upon the Leased Premises all signs necessary or appropriate to the conduct of its business. Tenant shall not install, erect, or maintain any sign in violation of any applicable law, ordinance, or use permit of any governmental authority. Tenant may remove (but shall not be required to remove) such signage at any time during such Term. Within thirty (30) days after such expiration or termination of this Lease, Tenant, at its expense, shall remove such signage.

B.Landlord Signage. Landlord shall not install, erect or maintain any signs on the Leased Premises during the Term, except that, unless this Lease shall have previously been extended or renewed, Landlord may erect a “For Sale” or “To Rent” sign during the last two (2) months of the applicable Term; provided, however, that such sign shall not obstruct any sign of Tenant or interfere unreasonably with the conduct of Tenant’s business.

19.LANDLORD LIEN RESTRICTION.

Landlord shall not at any time during the Term create or suffer to be created any lien or encumbrance upon or affecting the Leased Premises or any portion thereof, except taxes and other liens created by operation of law upon the Leased Premises (which, except as to taxes required hereby to be paid by Tenant, Landlord shall pay and discharge before delinquency).

20.HOLDING OVER.

If Tenant continues to occupy the Leased Premises after the expiration of the Term and Landlord elects to accept Annual Rent, thereafter, a monthly tenancy terminable by either party on one month’s notice shall be created, which shall be upon the same rental, terms and conditions as those herein specified.

21.SUCCESSORS IN INTEREST.

Each and all of the covenants, agreements, obligations, conditions and provisions of this Lease shall inure to the benefit of and shall bind the successors and assigns of the respective parties hereto.

22.RECORDING MEMORANDUM OF LEASE.

Upon execution of this Lease, Landlord shall execute, cause to be notarized, and deliver to Tenant that certain Memorandum of Lease, in form and substance as set out on Exhibit “E”, attached hereto and incorporated herein. Tenant shall have the right to cause the recording of such Memorandum of Lease in the public records of the State of Nevada. Upon the termination or other expiration of this Lease, Tenant agrees to deliver within twenty (20) days of Landlord’s request a quitclaim of its interest in such Lease.

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23.REMEDIES ARE CUMULATIVE.

Unless expressly provided otherwise herein, remedies conferred by this Lease upon the respective parties are not intended to be exclusive, but are cumulative and in addition to remedies otherwise afforded by law.

24.QUIET POSSESSION.

Landlord covenants that Landlord is seized of the Leased Premises and has full right to make this Lease, and that so long as Tenant is not in default hereunder, Tenant shall have quiet, peaceful and exclusive possession thereof as against any adverse claim of any party whether claiming by, through or under Landlord or otherwise. During the Term, Landlord shall not have the right to construct any improvements or make any alterations to any Improvements and/or structure on, under or above the Leased Premises.

25.ALTERATION OR EXPANSION.

Tenant shall have the right during the Term and upon its sole and absolute discretion to cause alterations, expansions, additions or demolitions to the existing Improvements (whether structural or non-structural) without the obligation or necessity of securing Landlord’s consent. Tenant shall have the right during the Term and upon its sole and absolute discretion to construct new buildings, structures or infrastructure on, under or above the Leased Premises (whether structural or non-structural) subject to the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the immediately preceding sentence, Tenant shall not be required to obtain Landlord’s consent for such new construction unless such new construction would cause a material diminution in the value of the Leased Premises, in the reasonable commercial judgment of the Appraisal Team described in Section 31.F., below. All such construction, alterations, demolitions and expansions described in the immediately preceding sentence (whether new construction, construction to existing structures or otherwise) shall be deemed to constitute part of the Improvements.

26.INVESTMENT CREDIT.

Landlord shall have the right or interest in any investment credits allowed by any law, as to the Leased Premises. Tenant shall have the right or interest in any investment credits allowed by any law, as to any Improvements or any additions or expansion to same.

27.GRANTING OF EASEMENTS.

A.Tenant Rights. Tenant shall have the right from time to time during the Term to enter into agreements with various parties (including but not limited to utility providers creating easements, licenses, rights of way or the like) as same may be appropriate for Tenant’s ownership, operation, alteration, demolition or construction of new buildings, structures and infrastructure comprising the Improvements. To the extent such agreements materially affect the Leased Premises, Tenant shall seek written consent of Landlord for same, which consent shall not be unreasonably withheld, conditioned or delayed.

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B.Landlord Obligation. Landlord agrees from time to time during the Term at the request of Tenant, without additional consideration and upon condition that Tenant shall submit satisfactory documentation to Landlord that the easements, licenses, rights of way, or other rights and privileges so requested will not adversely affect the utilization of the Leased Premises or the valuation thereof: (i) to grant easements, licenses, rights of way (and other rights and privileges in the nature of easements) of such nature, extent and duration (including perpetual) as Tenant may request; (ii) to release existing easements and appurtenances which are for the benefit of the Leased Premises; and (iii) to execute and deliver any instrument necessary or appropriate to confirm such grants or releases to any person; in each of the foregoing instances (i), (ii) and (iii), the same to be without consideration, but only upon receipt by Landlord of and delivery of (x) a certificate of the President or a Vice President of Tenant stating (A) that such grant or release is not detrimental to the proper conduct of the business of Tenant on the Leased  Premises, (B) that such grant or release does not materially impair the effective use of the Leased Premises for its intended purposes or materially and adversely affect its value; (y) a duly authorized undertaking of Tenant, in form and substance satisfactory to Landlord, to the effect that Tenant will remain obligated hereunder to the same extent as if such grant or release had not been made; and (z) such instruments, certificates (including evidence of authority) and opinions as Landlord may reasonably request.

28.GENERAL CONDITIONS.

A.Time of Essence. Time is of the essence of this Lease.

B.Waiver. No waiver of any breach of the covenants, agreements, obligations and conditions of this Lease to be kept or performed by either party hereto shall be construed to be a waiver of any succeeding breach of the same or any other covenant agreement, obligation, condition or provision hereof.

C.Commissions. Landlord shall be solely responsible for the payment of any commissions in relation to the leasing transaction represented by this Lease (and shall further indemnify, defend and hold Tenant harmless from any claims of commissions by any other party).

D.Further Acts. Landlord and Tenant agree to undertake such further acts and execute and deliver such further documents in order to effectuate the purpose and intent of this Lease.

29.HAZARDOUS SUBSTANCES.

A.Restrictions On Hazardous Materials. Tenant covenants, represents, and warrants that Tenant’s use of the Leased Premises do not and will not involve the use, storage, generation, or disposal of Hazardous Materials (as defined herein), and that Tenant shall not cause or permit any Hazardous Materials to be brought, used, stored, generated, or disposed on or about the Leased Premises by Tenant, in compliance with all laws, including, without limitation, Environmental Laws (as defined herein).

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B.Tenant Indemnification. Tenant shall indemnify, defend and hold harmless Landlord, its officers, directors, owners, employees, agents,  successors and assigns (collectively, the “Landlord Indemnitees”) from and against any and all losses, damages, claims, judgments, liabilities, enforcement actions, remedial actions, fines, penalties, taxes, fees, costs and expenses (including, without limitation, attorneys= fees, consultants’ fees, laboratory costs, and expert fees) which arise during the Term as a result of any breach by Tenant of the obligations set forth in this Section 29. Subject to the provisions of this Section 29, Tenant shall promptly take, at its sole expense, all actions necessary to investigate, clean up, remediate, and remove any Hazardous Materials which come to be located in, on, under, or about the Leased Premises due to Tenant’s (or its agents) use of or activities on or about the Leased Premises. Within sixty (60) days after the expiration of the Term or the earlier termination of this Lease (subject to the Tenant Lender Rights set out in Section 35, below), Tenant shall restore the Leased Premises to the condition existing prior to the introduction of such Hazardous Materials to the Leased Premises. Tenant shall comply with all applicable Environmental Laws (as defined herein) and the requirements of governmental authorities in undertaking such actions. No consent of Landlord to the presence of Hazardous Materials or Tenant’s compliance with Environmental Laws (as defined herein) shall relieve Tenant of its indemnification obligations hereunder.

C.Landlord Indemnification. Landlord shall indemnify, defend and hold harmless Tenant, its officers, directors, owners, managers, employees, agents,  successors and assigns (collectively, the “Tenant Indemnitees”) from and against any and all losses, damages, claims, judgments, liabilities, enforcement actions, remedial actions, fines, penalties, taxes, fees, costs and expenses (including, without limitation, attorneys= fees, consultants’ fees, laboratory costs, and expert fees) which arise during the Term as a result of any breach by Landlord of the obligations set forth in this Section 29. Subject to the provisions of this Section 29, Landlord shall promptly take, at its sole expense, all actions necessary to investigate, clean up, remediate, and remove any Hazardous Materials which come to be located in, on, under, or about the Leased Premises due to Landlord’s (or its agents) use of or activities on or about the Leased Premises, and Landlord shall restore the Leased Premises, and any other properties (including the Improvements), to the condition existing prior to the introduction of such Hazardous Materials to the Leased Premises. Landlord shall comply with all applicable Environmental Laws (as defined herein) and the requirements of governmental authorities in undertaking such actions. Landlord shall obtain Landlord’s prior written approval of such actions and of any consultants or contractors to be used by Landlord in connection therewith. No consent of Tenant to the presence of Hazardous Materials or Landlord’s (or its agents) compliance with Environmental Laws (as defined herein) shall relieve Landlord of its indemnification obligations hereunder.

D.Representations and Warranties of Landlord.

(1)Uses. Landlord represents and warrants to Tenant, after due inquiry and investigation, that the Leased Premises have not been used by previous owners and/or operators, Landlord, or any tenant of Landlord to generate, manufacture, refine, transport, treat, store, handle, or dispose of Hazardous Materials.

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(2)Storage. Landlord represents and warrants to Tenant, after due inquiry and investigation, that the Leased Premises have not contained, nor do the Leased Premises now contain, either asbestos, PCB, toxic materials or Hazardous Materials.

(3)Governmental or Private Action. Landlord represents and warrants to Tenant, after due inquiry and investigation, that Landlord has not received a summons, citation, directive, letter or other communication, written or oral, from any agency or Department of the State of Nevada or the U.S. Government or any other public agency or entity or any private agency or entity concerning any intentional or unintentional action or omission on Landlord’s part:  (i) concerning any release or discharge of any Hazardous Materials on, under, above or adjacent to the Leased Premises; or (ii) any alleged violation of any Environmental Laws; or (iii) the releasing, spilling, leaking, pumping, pouring, emitting, emptying, or dumping of Hazardous Materials into waters or onto lands of the State of Nevada, or into waters or onto lands outside the jurisdiction of the State of Nevada. Landlord further represents and warrants to Tenant that there is no litigation pending or threatened with respect to the Leased Premises concerning any Hazardous Materials or the violation of any Environmental Laws.

E.Definition. As used herein, “Hazardous Materials” shall mean and include all hazardous and toxic substances, waste or other materials, any pollutants or contaminants as defined in Section 101 (14) of the Comprehensive Environmental Response Compensation and Liability Act, as amended, 42 U.S.C. Section 9601 (14) (including, without limitation, asbestos and raw materials which include hazardous constituents), or other similar substances, or materials which are included under or regulated by any local, state, or federal law, rule, or regulation pertaining to environmental regulation, contamination or clean-up, including, without limitation, “CERCLA”, “RCRA”, “SARA”, or state superlien or environmental clean-up statutes (all such laws, rules and regulations being referred to collectively as “Environmental Laws”). Any other terms mentioned in this Section 29 which are defined in state or federal statutes and/or regulations promulgated in relation thereto shall have the meaning subscribed to such terms in such statutes and regulations.

F.Reports. Attached to this Lease as Exhibit “F” and incorporated herein by reference are all reports and correspondence which Landlord has received as of the date of this Lease regarding any environmental status of the Leased Premises or of any alleged violation of any Environmental Laws. Landlord further agrees to promptly disclose to Tenant (but in any event within five (5) days of Landlord’s receipt) of any other reports, correspondence, claims, documents, pleadings or the like as to any alleged violation of any Environmental Laws or of the environmental status of the Leased Premises, which come into Landlord’s possession, custody or control after the commencement of this Lease.

30.TENANT’S PREFERENTIAL RIGHT TO PURCHASE.

A.Preferential Right. Tenant, during the Term, shall have the prior right to buy the whole or any part of the Leased Premises if Landlord receives from a third party an acceptable bona fide offer to buy, or if Landlord offers to sell such Leased Premises in a general offering or solicitation for the sale of same (a “General Solicitation”).

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B.Offer Notice; Procedure. Landlord shall within three (3) days of receipt of an offer for the sale of the Leased Premises or of a General Solicitation (either, an “Offer”) (and not less than ten (10) days prior to the execution of any contract for the sale of same) give Tenant written notice of such Offer, together with a copy thereof. Tenant shall have thirty (30) business days from the receipt of such Offer to notify Landlord that it will or will not buy such Leased Premises at the terms of the Offer, or at such lesser terms as Landlord and Tenant may agree upon (the “Refusal Right”). If Tenant fails to notify Landlord of its intent to purchase within such thirty (30) business day time period, Landlord shall have the right to consummate such sale but only to the party identified in the Offer and only upon the strict terms set out in such Offer. If Tenant notifies Landlord within such thirty (30) business day period that Tenant has elected to exercise the Refusal Right and to purchase the Leased Premises pursuant to the Offer, Tenant shall have ninety (90) days after the date of Tenant’s notice to Landlord (of its election to so purchase the Leased Premises) within which to consummate the purchase of the Leased Premises on the terms stated in the Offer (or such other terms as may be agreed to by Landlord and Tenant).

C.Sale Requirement. In the event Tenant elects not to exercise the Refusal Right and if Landlord sells such Leased Premises to a third person, such sale shall be made subject to all of the terms and provisions of this Lease.

D.Nominee. The rights of Tenant under this Section 30 may be exercised by a nominee which Tenant may designate and whose financial responsibility Tenant hereby guarantees. Furthermore, Tenant’s preferential right to purchase shall not apply to a transfer to a lender pursuant to foreclosure proceedings.

31.OPTION TO PURCHASE.

A. Grant of Exclusive Option.  For the independent consideration of $10.00 and other valuable consideration of (which Landlord acknowledges receipt), Landlord hereby grants to Tenant the exclusive, non-revocable right and option (the “Option”) to purchase the Leased Premises (including the Adjacent Tract) pursuant to the purchase price and terms described below.

B. Purchase Price.  The purchase price for the Leased Premises (the “Purchase Price”) shall be equal to the fair market value of the Leased Premises (as of the date which is not more than thirty (30) days from the Exercise Notice, defined below), as such value is determined by a written appraisal conducted and prepared in accordance with MAI standards (the “Valuation Appraisal”) by an appraisal team (the “Appraisal Team”) duly licensed by the State of Nevada. Such Appraisal Team shall be selected in accordance with the procedures set out in Section 31.F., below.   Such Valuation Appraisal shall exclude the value of the Improvements (as well as any additions to the Improvements as may have been constructed on the Leased Premises after the commencement date of this Lease and shall further exclude any other improvements made to the Leased Premises by Tenant or any third party), and shall be made without regard to any existing lease on the Leased Premises or extension rights to the Lease, such that it is appraised as unencumbered real property.

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C. Exercise.  The Option may be exercised by Tenant pursuant to any of the following notice provisions (each, an “Exercise Notice”):

(1)By written notice to Landlord by Tenant at any time during the time period commencing with the day after the last day of the Initial Term and ending sixty (60) days thereafter; or

(2) By written notice to Landlord by Tenant at any time during the time period commencing with the day after the last day of each calendar year within the First Extension Term and ending thirty (30) days thereafter; or

(3) By written notice to Landlord by Tenant at any time during the time period commencing with the day after the last day of each calendar year within the Second Extension Term and ending thirty (30) days thereafter.

D. Real Estate Contract.Within twenty (20) days of Tenant’s delivery of the applicable Exercise Notice, Landlord and Tenant shall execute and deliver a Real Estate Purchase Contract (the “Purchase Contract”) containing such terms as are acceptable to Tenant and as are customary for commercial real estate transactions of like nature and price in the Carson City, Nevada area. The Purchase Contract shall provide for: (i)  Tenant’s right to review the title and the survey status of the Leased Premises; (ii) various representations and warranties which are customary for sellers of commercial property in the Carson City, Nevada area; (iii)  a time period for and  Tenant’s right of inspection and review of the Leased Premises; (iv) conveyance by general warranty deed, which deed shall transfer title of the Leased Premises to Tenant, free and clear of all debts, liens, claims, encumbrances, exceptions and conditions to status of title (other than the standard pre-preprinted exceptions set out in the owners title policy), adverse environmental or other adverse conditions; and (v) the issuance by a reputable Nevada title company of an owner’s title policy in favor of Tenant, satisfactory to Tenant.

E.Memorandum of Option. Upon execution of this Lease, Landlord shall execute, cause to be notarized and deliver to Tenant that certain Memorandum of Option, in form and substance as set out on Exhibit “G”, attached hereto and incorporated herein. Tenant shall have the right to cause the recording of such Memorandum of Option in the public records of the State of Nevada. Upon the termination or other expiration of this Option, Tenant agrees to deliver within twenty (20) days of Landlord’s request a quitclaim of its interest in such Option.

F.Appraisal Team Selection.

(1) The Appraisal Team shall be comprised of three (3) MAI appraisers duly licensed in the State of Nevada.

(2) Within five (5) days of an Exercise Notice, Landlord and Tenant shall designate in writing to each other their respective selection of an appraiser to participate on the Appraisal Team (collectively, the “Designated Appraisers” and singularly, a “Designated Appraiser”).  If either Landlord or Tenant shall fail to timely notify the other as to the selection of their respective Designated Appraiser, then the party who timely

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selected their Designated Appraiser shall have the right to select the remaining Designated Appraiser on behalf of the non-timely party.

(3)  Within three (3) days of the selection of the Designated Appraisers, such Designated Appraisers shall act in good faith to select a third appraiser to participate on the Appraisal Team (the “Final Appraiser”).  In the event that the Designated Appraisers cannot agree on the selection of the Final Appraiser, then the selection of such Final Appraiser shall be determined by Tenant, upon good faith consultation with Landlord (but with the ultimate decision as to same to reside with Tenant).

(4) The determination of the Appraisal Team as to the Valuation Appraisal shall be final, conclusive and binding (without right of appeal or initiation of legal action).

32.APPLICABLE LAW.

This Lease shall be subject to the laws of the State of Nevada and it is agreed that if any word, phrase, clause, sentence, article, provision or paragraph of this Lease is or shall be held invalid or unlawful under the laws of the State of Nevada for any reason, the same shall be deemed severed from the remainder hereof, and stricken therefrom, and shall in no way affect or impair the validity of this Lease or of any portion thereof, and this Lease shall otherwise remain in full force and effect.

33.ENTIRE AGREEMENT/SUBTITLES.

A.Entire Agreement. This Lease contains the entire agreement of the parties, and no modifications thereof or statement or representation in connection therewith shall be effective or binding upon either party unless the same is reduced to writing signed by Landlord and Tenant, and attached hereto.

B.Headings; Captions. The descriptive headings of the Lease are inserted for convenience only and shall not control or affect the meaning or construction of any provisions hereto.

34.ATTORNEYS FEES.

In the event either Landlord or Tenant brings a suit against the other in connection with this Lease, either for the collection of money or for the breach of the terms of this Lease, then the prevailing party in any such action shall be entitled to its reasonable attorney’s fees and costs as part of its recovery.

35.TENANT LENDER RIGHTS.

A.Tenant’s Right to Encumber. Tenant may encumber all or any portion of its interest in this Lease and the leasehold estate created by this Lease by a deed of trust, mortgage or other security instrument (collectively, a “Leasehold Mortgage”), provided that such

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Leasehold Mortgage, shall be a lien only on Tenant’s interest in and to this Lease and the leasehold estate created hereby. For purposes of this Section 35, the holder of a Leasehold Mortgage or anyone claiming by or through or under such holder shall be referred to as a “Leasehold Mortgagee”.

B.Rights of Leasehold Mortgagee.

(1)Rights of Enforcement. A Leasehold Mortgagee may enforce its rights under its Leasehold Mortgage and acquire title to the Tenant’s leasehold estate in the Leased Premises in any lawful manner, and upon foreclosure under the Leasehold Mortgage and the issuance of evidence of title, take possession of the Leased Premises, subject, however, to all of the terms, provisions and conditions of this Lease. During such time as a Leasehold Mortgagee or any successor in interest is the owner and holder of the leasehold estate created under this Lease, whether by foreclosure or otherwise, such interests so acquired shall be subject to all of the terms, covenants and provisions of this Lease.

(2)Notice of Default. Landlord shall deliver to such Leasehold Mortgagee a copy of each notice of default under this Lease (a “Lease Default”) given by Landlord to Tenant (a “Landlord Notice”) concurrently with and whenever any such Landlord Notice shall thereafter be given by Landlord to Tenant, addressed to such Leasehold Mortgagee at its address last furnished to Landlord. No such Landlord Notice shall be deemed to have been duly given unless and until a copy thereof has been delivered to such Leasehold Mortgagee.

(3)Landlord Covenants. Landlord agrees that it will not:  (i) accept the surrender of the Leased Premises by Tenant prior to the termination of the Lease, or (ii) consent to the modification of any material term of this Lease or the termination of this Lease by Tenant, without prior written notice to the Leasehold Mortgagee in each instance. Landlord further agrees that it will not seek to terminate this Lease by reason of any act or omission of Tenant until Landlord has given to the Leasehold Mortgagee a copy of the Landlord Notice with respect to the Lease Default upon which the proposed termination is based.

(4)Additional Required Notices To Leasehold Mortgagee. After the expiration of all applicable notice and grace periods set forth in this Lease with respect to any such default, Landlord shall give written notice to the Leasehold Mortgagee (“Mortgagee Notice”) of the failure of Tenant to cure such Lease Default. The Mortgagee Notice shall be sent by certified mail, return receipt requested, or by a nationally recognized commercial overnight delivery service, to the address set forth in the Leasehold Mortgage (or such other address as may hereafter be designated in writing to Landlord by the Leasehold Mortgagee). Landlord shall not declare or assert a termination of this Lease by reason of any such Lease Default until a “reasonable period of time” (as defined below) shall have elapsed following the receipt of the Mortgagee Notice, during which period the Leasehold Mortgagee shall have the right, but shall not be obligated, to remedy such Lease Default. Landlord hereby agrees to accept

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performance by any such Leasehold Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant.

(5)Reasonable Period of Time Defined. As used in Section 35.B.(4), above, “a reasonable period of time” shall be:  (i) thirty (30) days if such Lease Default can be remedied during such thirty (30) day period, or (ii) if such Lease Default cannot be remedied during such thirty (30) day period, then such period of time as is necessary to remedy such Lease Default (not to exceed, however, one hundred one hundred eighty (180) days), provided that the Leasehold Mortgagee has commenced to cure such Lease Default or to foreclose the lien of its Leasehold Mortgage within such initial thirty (30) day period and continues to diligently prosecute same to completion.

(6)Time Extension. The time for the Leasehold Mortgagee to cure any Lease Default by Tenant that reasonably requires the Leasehold Mortgagee be in possession of the Leased Premises to do so, or the time for a Leasehold Mortgagee to obtain Tenant’s interest in this Lease in order to elect to enter into a new lease with Landlord as provided in Section 35.B.(7) below, shall be deemed extended to include the period of time required by such Leasehold Mortgagee to obtain such possession or obtain Tenant’s interest in this Lease (by foreclosure or otherwise) with due diligence; provided, however, as a condition precedent:  (i) such Leasehold Mortgagee shall have delivered to Landlord its written commitment to cure all outstanding Lease Defaults reasonably requiring possession of the Lease Premises; and (ii) during such period all other obligations of Tenant under this Lease are being duly performed by such Leasehold Mortgagee.

(7)New Lease Covenants. If this Lease is terminated for any reason, including, but not limited to, a termination following a Leasehold Mortgagee’s failure to cure a Lease Default as permitted in this Section 35, or the rejection or disaffirmance of this Lease pursuant to bankruptcy laws or other laws affecting creditors’ rights, Landlord will enter into a new lease of the Leased Premises with the Leasehold Mortgagee, or any party designated by the Leasehold Mortgagee within thirty (30) days after the request of the Leasehold Mortgagee. The new lease shall be effective as of the date of termination, rejection or disaffirmance of this Lease and shall be upon the same terms, covenants and provisions as are contained in this Lease, including the amount of the Annual Rent and other sums due from Tenant hereunder. In order to obtain a new lease, a Leasehold Mortgagee must make a written request to Landlord for the new lease within (30) days after the Leasehold Mortgagee is notified of the effective date of termination, rejection or disaffirmance of the Lease, as the case may be, in which event no further action shall be taken by Landlord pending the execution and delivery thereof. In addition, prior to making written request to Landlord for the new lease, the Leasehold Mortgagee must cure all Lease Defaults that can be cured by the payment of money and pay to Landlord all rent and other sums that would have been due and payable by Tenant under this Lease but for the rejection, disaffirmance or termination. Further, the Leasehold Mortgagee shall promptly reimburse Landlord for its reasonable costs and expenses (including attorneys fees) incurred in connection with such termination, rejection or disaffirmance as

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the case may be. If the Leasehold Mortgagee or the party so designated by the Leasehold Mortgagee shall have entered into a new lease with Landlord pursuant this Section 35.B.(7), then any Lease Default that cannot be cured by the payment of money shall be deemed cured. To the extent Landlord is able, Landlord shall assure that any new lease made pursuant hereto shall be senior and superior to any other encumbrances on the Leased Premises. The Leasehold Mortgagee’s right under this Section 35.B.(7) are in addition to and not limited by such Leasehold Mortgagee’s right to cure under Section 35.B.(4) and (5), above. The provisions of this Section 35.B.(7) are a separate and independent contract made by Landlord and each Leasehold Mortgagee. From the effective date of termination, rejection or disaffirmance of this Lease to the date of execution and delivery of such new lease or the expiration of the period during which a Leasehold Mortgagee may make a request, such Leasehold Mortgagee may, upon payment of any rent and any other sums as may be due from Tenant, use, occupy and enjoy the leasehold estate created by this Lease without hindrance by Landlord.

(8)Benefit. The provisions of this Section 35 are for the benefit of each Leasehold Mortgagee and may be relied upon and shall be enforceable by each Leasehold Mortgagee. Neither a Leasehold Mortgagee nor any other holder or owner of the indebtedness secured by a leasehold mortgage or otherwise shall be liable with respect to the terms, covenants, agreements or obligations of Tenant contained in this Lease, unless and until such Leasehold Mortgagee or that holder or owner acquires the interest of Tenant hereunder.

(9)Estoppel. Landlord agrees to promptly (but in any event within seven (7) days of Tenant’s or Leasehold Mortgagee’s request for same) execute, have notarized and deliver to Tenant and Leasehold Mortgagee an estoppel certificate (the “Estoppel Certificate”) in such from, substance, scope and application as may be requested by Leasehold Mortgagee. Such Estoppel Certificate shall state, but not be limited to, a representation and covenant of Landlord that:  (i) the Lease is in full force and effect; (ii) there exists no condition of default of either Landlord or Tenant under the Lease or if such condition of default does exist, a statement from Landlord specifying the nature of such default including the sums due from or action necessary of the defaulting party in order to cure same; and (iii) such other items as the Leasehold Mortgagee may require.

IN WITNESS WHEREOF, the Landlord and Tenant hereunto set their hands and seals as of the date above.

LANDLORD:

THE CLARK AND JEAN RUSSELL FAMILY TRUST

/s/ Clark G. Russell

Clark G. Russell, Trustee

/s/ Jean M. Russell

Jean M. Russell, Trustee

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TENANT:
JACOBS PINON PLAZA ENTERTAINMENT, INC.,
a Nevada corporation
By:	/s/ Stanley Politano
Name:	Stanley Politano
Title:	Attorney-in-Fact for Jeffrey P. Jacobs in his capacity as President and Sole Director of Jacobs Pinon Plaza Entertainment, Inc.

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EX-10.8

EXHIBIT 10.8

Standardbred Horsemen’s Agreement

between Colonial Downs, L.P.,

Stansley Racing Corp. and

The Virginia Harness Horse Association

March 1, 2006

TABLE OF CONTENTS

			Page
2.	Scope of Agreement		2
3.	Exclusive Representation		2
4.	Accounts		3
	A.	Standardbred Partners’ Account	3
	B.	Horsemen’s Account	4
	C.	Availability of Information on Accounts	4
	D.	Distribution of Interest and Other Earnings on Accounts; Disbursement to Colonial Downs	4
5.	Administration of Accounts		5
	A.	Amounts To Be Deposited	5
	B.	Transfers from the Standardbred Partners’ Account to the Horsemen’s Account and Colonial Downs’ Account	5
	C.	Signal Sales	5
	D.	Account Wagering	6
	E.	Stakes Race Purses	7
	F.	Administrative Fee	7
	G.	Other Legalized Wagering	8
6.	Purse Mechanics		8
	A.	Purse Schedules and Condition Sheets	8
	B.	Overpayment of Purses	9
	C.	Underpayment of Purses	9
	D.	Purse Notices	9
7.	Live Standardbred Racing		9
	A.	Number of Days, Dates and Average Daily Purses	9
	B.	Promotion of the Colonial Downs Meet	11
	C.	Sponsorships	11
8.	Races and Awards for Virginia-Bred, Virginia-Owned and Virginia-Sired Horses		12
9.	Satellite Wagering Facility Expansion		12
10.	Stalls and Track Facilities		15
	A.	Availability of Stalls and Track Facilities Before, During and After Race Meetings	15
	B.	Vendors	16
	C.	Stall Applications	16
	D.	Racetrack Kitchen	17

11.	Racing Committee		18
12.	Representations and Warranties		18
	A.	VHHA	18
	B.	Colonial Downs	19
13.	Racing Officials		20
14.	Governmental Approval		20
15.	Authorization for Out-of-State Simulcasting		20
16.	Copies of Documents		21
17.	Horsemen’s Backstretch Improvements and Programs		21
18.	Right to Terminate		22
19.	Indemnification		22
20.	Mediation; Arbitration		22
	A.	Attempt to Resolve Disputes	22
	B.	Administration	23
	C.	Notice to Arbitrate	23
	D.	Selection of Arbitrator(s)	23
	E.	Pre-Hearing Conference	24
	F.	Discovery	24
	G.	Additional Conference	25
	H.	Arbitration Hearing	25
	I.	Arbitration Award	26
	J.	Default	26
	K.	Costs	26
21.	Contribution Adjustments		27
	A.	Changes in Applicable Law	27
	B.	Duration	28

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22.	Additional License	28
23.	Consents, Approvals, Agreements or Assurances	28
24.	Counterparts	29
25.	Notices	29
26.	Waivers	30
27.	Applicable Law; Venue	30
28.	Headings	30
29.	Severability	31
30.	Entire Agreement; Modification	31
31.	Conditions Precedent to Effectiveness of this Agreement	31

Exhibit A	Form of Trust Agreement
Exhibit B	Annual Transfers of Funds from Standardbred Partners’ Account to Horsemen’s Account
Exhibit C	Central-Southside Virginia Region

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STANDARDBRED HORSEMEN’S AGREEMENT

THIS AGREEMENT is entered into this 1^st day of March 2006, effective as of January 1, 2006, by and among COLONIAL DOWNS, L.P., a Virginia limited partnership, STANSLEY RACING CORP., a Virginia corporation (collectively, “Colonial Downs”), and the VIRGINIA HARNESS HORSE ASSOCIATION, a Virginia not-for-profit corporation (the “VHHA”).

WHEREAS, Colonial Downs owns and operates in New Kent County, Virginia, the facility known as the Colonial Downs racetrack (the “Racetrack”) and nine (9) satellite wagering facilities located in Brunswick, Chesapeake (on Military Highway, the “Existing Chesapeake SWF”), Chesapeake (on Indian River Road, the “New Chesapeake SWF”), Hampton, Henry County (the “Henry County SWF”) and Richmond (on Broad Street), Richmond (on Hull Street, the “New Richmond SWF”), Scott County (scheduled to open January 2006, the “Scott County SWF”), and Vinton, Virginia (the “Vinton SWF,” and collectively with the foregoing, the “SWFs”);

WHEREAS, the VHHA is a trade organization composed of owners, trainers, drivers, grooms, breeders, owner-trainers, and owner-breeders, or any combination thereof, (its “Members”) of standardbred racehorses;

WHEREAS, the VHHA develops and provides programs and other services for its Members, their employees and other participants in standardbred horse racing who are and will be engaged in live racing at the Racetrack (such racing a “Race Meeting”);

WHEREAS, the parties have entered into the Standardbred Horsemen’s Agreement, dated as of April 2, 2003, (the “Existing Agreement”), portions of which expired on midnight on December 31, 2005 and have been extended to the date hereof and are superceded hereby and other portions which continue to remain in effect;

WHEREAS, the parties hereto desire to continue and enhance a close and understanding relationship among breeders, owners, trainers, drivers and grooms of standardbred race horses (the “Horsemen”), including VHHA Members, the VHHA, Colonial Downs, and the public; and

WHEREAS, the parties desire to collaborate to increase the purse funds available to the Horsemen for the Race Meetings and to improve the financial return to Colonial Downs associated with conducting the Race Meetings and operating the SWFs;

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties desiring to be legally bound agree as follows:

1.Effective Date and Term of Agreement.  Upon the satisfaction or waiver of all conditions set forth in Section 31 hereof, this Agreement shall become effective as of 12:01 a.m. on January 1, 2006, and shall remain in effect through midnight on December 31, 2008 (the “Term”), unless otherwise terminated as provided herein, with the exception of Subsection 5.B., Section 9, and Section 21, which shall continue in effect as stated therein.

2.Scope of Agreement.  This Agreement shall be applicable to (i) revenues generated from pari-mutuel wagering on live standardbred races at the Racetrack and on all simulcast standardbred races, including simulcast broadcasts of live standardbred races held at the Racetrack, broadcast to the Racetrack and to all SWFs owned and operated by Colonial Downs in Virginia, to (ii) revenues generated by simulcast broadcasts to locations outside the Commonwealth of Virginia of live standardbred races held at the Racetrack, and to (iii) the live standardbred race meetings conducted at the Racetrack, during the Term of this Agreement.

3.Exclusive Representation.  During the Term of this Agreement, the VHHA shall be the exclusive representative of its Members with respect to the matters set forth herein.  The VHHA hereby warrants and represents that it is the Horsemen’s organization representing a

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majority of the Horsemen racing at the Racetrack, and Colonial Downs hereby recognizes it as such.

4.Accounts.

A.Standardbred Partners’ Account.  Colonial Downs and the VHHA currently maintain an account at Citizens and Farmers Bank in Providence Forge, Virginia (the “Standardbred Partners’ Account” or the “Account”).  The parties agree that the financial institution(s) at which the Standardbred Partners’ Account is maintained may be changed at any time by agreement of the parties.  Colonial Downs and the VHHA agree that all funds maintained in the Standardbred Partners’ Account are funds that are to be maintained in trust on behalf of and for the benefit of the Horsemen, less those funds to be distributed to Colonial Downs, as provided herein, and distributed according to regulations promulgated by the Virginia Racing Commission (the “Commission”) from time to time or by agreement between the parties to this Agreement.  In furtherance of such purpose, the parties hereto have executed the trust agreement attached as Exhibit A and have had the Standardbred Partners’ Account designated a trust account by the financial institution at which the Standardbred Partners’ Account is maintained.  The parties shall take similar steps to have the Standardbred Partners’ Account designated as a trust account by any other financial institution(s) to which the Account is moved.  In addition, either party may elect upon written notice to the other party to have a third-party trustee, acceptable to both parties, appointed as trustee of the Account.  All interest and other earnings whatsoever on the amounts paid or deposited into the Standardbred Partners’ Account shall accrue solely to the benefit of the Standardbred Partners’ Account.  All funds paid or deposited into the Standardbred Partners’ Account (i) shall be invested in an interest-bearing account that provides market rates of return, or government or bank securities, and (ii) shall be

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used for purses and for such other purposes as the parties may agree and the Commission may approve.

B.Horsemen’s Account.  Monies payable to Horsemen as purses under this Agreement shall be deposited from the Standardbred Partners’ Account into a separate account (the “Horsemen’s Account”) as needed to pay purses.  The amounts to be transferred from the Standardbred Partners’ Account to the Horsemen’s Account are set forth herein.  The transfer of funds from the Standardbred Partners’ Account to the Horsemen’s Account shall be made, and the appropriate portions of purse money shall be made available to the earners thereof, within seventy-two (72) hours (dark days and Sundays excluded) after the result of the race in which such money was earned has been declared official; provided, that in the event of any dispute as to the result of a race due to a drug test or other regulatory inquiry, the purse money shall not be made available until final resolution of the dispute by the stewards, the Commission or the courts, as the case may be.  No portion of such money payable as purses to any earner thereof shall be deducted by Colonial Downs unless requested in writing by the person to whom such monies are payable or his duly authorized representative or as required by order of the stewards or a court.

C.Availability of Information on Accounts.  The Standardbred Partners’ Account and the Horsemen’s Account and the investment or deposit schedules of Colonial Downs with respect to such accounts shall be subject to examination at any reasonable time by the President of the VHHA or his or her designee.

D.Distribution of Interest and Other Earnings on Accounts; Disbursement to Colonial Downs.  All interest or earnings whatsoever on the amounts paid or deposited into the Standardbred Partners’ Account and the Horsemen’s Account shall accrue solely to the benefit of

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Colonial Downs.  Additionally, to help defray the costs of the Horsemen’s bookkeeper and of providing year-round office space to the VHHA, Colonial Downs shall be entitled to disburse from funds in the Standardbred Partner Account to itself $7,500 each calendar year, such funds to be disbursed on the last business day of each month in the amount of $625 per month.  A final accounting of this disbursement shall be made on January 31 of each year for the prior calendar year.

5.Administration of Accounts.

A.Amounts To Be Deposited.  Colonial Downs shall deposit into the Standardbred Partners’ Account the amounts specified in paragraph 13 of § 59.1-369 of the Code of Virginia and shall deposit into the Horsemen’s Account the amounts specified for purses in Subsections D(1) and G(1) of § 59.1-392 of the Code of Virginia.

B.Transfers from the Standardbred Partners’ Account to the Horsemen’s Account and Colonial Downs’ Account.  With respect to all deposits to the Standardbred Partners’ Account derived from handle at all satellite wagering facilities, the parties agree that transfer of funds from the Standardbred Partners’ Account to the Horsemen’s Account shall be made as set forth in Exhibit B hereto, subject to the terms and conditions set forth in Section 9 hereof, and shall continue for the term of Colonial Downs’ licenses for such facilities.  The VHHA shall authorize the weekly payment from the Standardbred Partners’ Account to Colonial Downs of an amount equal to the difference between (i) the amounts deposited into the Standardbred Partners’ Account pursuant to Paragraph 13 of § 59.1-369 of the Code of Virginia and (ii) the amounts transferred to the Horsemen’s Account as set forth in Exhibit B.

C.Signal Sales.  Colonial Downs shall calculate the revenues attributable to the sale of the live standardardbred race signal to entities outside Virginia.  In calculating such

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amount, revenues from signal sales shall be based on information provided to Colonial Downs and shall be calculated using accounting practices generally accepted in the horse racing industry.  Such calculation of revenues from signal sales shall be provided to the VHHA for its approval, such approval not to be unreasonably withheld, conditioned or delayed.  For the term hereof, Colonial Downs shall deposit into an account designated and exclusively controlled by the VHHA (the “Signal Sales Account”) an amount calculated as (a) total revenue from the sale of the live standardbred race signal to entities outside of Virginia less (b) the product of $2,100, multiplied by the number of standardbred race days in the given year, multiplied by (c) 50%, with such calculated amount not to exceed the product of (x) $457.73 multiplied by (y) the number of standardbred race days in the given year. Colonial Downs shall retain solely for its own account and benefit revenues from the sale of the live standardbred race signal to entities outside of Virginia in excess of the product of $3,015.46 multiplied by the number of standardbred race days in a given year, up to the amount equal to the product of $18,015.46 multiplied by the number of race days in the given year.  The balance of signal sale revenue in excess of the product of $18,015.46 multiplied by the number of race days in the given year shall be equally divided between Colonial Downs and the VHHA, and the VHHA’s share shall be deposited into the Signal Sales Account.

D.Account Wagering.  Neither Colonial Downs nor the VHHA shall enter into an agreement, without the prior written consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned, regarding telephone account or other electronic media wagering systems pursuant to which Colonial Downs or the VHHA would receive any fee from any advance deposit account wagering licensee or any other telephone or other electronic media account wagering entities for the right to accept wagers from account holders located in

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Virginia on standardbred races simulcast from within or outside of Virginia.  The foregoing sentence shall not apply to Colonial Downs’ existing and future agreements for the sale of its live standardbred racing signals to simulcast venues to which the VHHA’s consent is governed by Section 15 of this Agreement.

E.Stakes Race Purses.  The percentage of the purse monies available under Subsections A through D of this Section, excluding promotional fees and sponsorships, to be paid to Horsemen participating in stakes races held at the Racetrack shall be limited to eight percent (8%) of the total purses paid.  The parties agree that the foregoing eight-percent (8%) limit may be increased by one dollar for every one dollar that Colonial Downs secures for additional purse monies from sponsors of live standardbred races at the Racetrack, up to a total of twelve percent (12%) of total purses paid; provided, however, that not more than ten percent (10%) of the amounts payable as purses under Subsections A through D of this Section shall be used for purses for stakes races.  Notwithstanding the foregoing, a higher percentage may be agreed upon by the parties in good faith negotiations.  For purposes of this subsection, the term “stakes races” shall not include early or late closure races or Virginia Standardbred Breeder’s Fund stakes.

F.Administrative Fee.  The administrative fee paid to the VHHA for services rendered to Horsemen as the majority Horsemen’s group shall be as provided in Subsection S of § 59.1-392 of the Code of Virginia.  The parties shall agree on advance payments of the administrative fee between live standardbred Race Meetings at the Racetrack in recognition of the VHHA’s year-round service to Horsemen, obligations with respect to Horsemen’s interests before the Commission, and the VHHA’s efforts to assist Colonial Downs on legislative issues.

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G.Other Legalized Wagering.  Except as otherwise specifically provided herein, in the event that wagers other than on standardbred horse racing, including, but not limited to, the sale of lottery tickets and/or participation in other wagering enterprises at the Racetrack and/or the SWFs (but excluding any use of the Racetrack or SWFs for charitable gaming that does not result in net revenue for Colonial Downs above fair market rent for the facilities), are authorized by legislative action and a portion of the proceeds is provided by that legislation for standardbred racing, the parties shall be bound by the allocations in such legislation.  In the event the allocation of revenues is not addressed by such legislative action, the parties shall negotiate in good faith a written agreement governing the allocation between them of the revenues to be received for standardbred racing from that legislative action.

6.Purse Mechanics.

A.Purse Schedules and Condition Sheets.  Colonial Downs shall use its reasonable judgment to estimate attendance, pari-mutuel handle and breakage for standardbred racing.  Using that information and after consultation with a designated representative of the VHHA, Colonial Downs shall establish a tentative average daily overnight purse schedule and a tentative stakes purse schedule for each Race Meeting in accordance with the terms of this Agreement.  Nomination, sustaining, starting, and entry fees paid by standardbred Horsemen, and funds provided by the Virginia Breeders Fund or by race sponsors shall not be considered to be portions of the purses paid by Colonial Downs.  Colonial Downs shall exercise reasonable care to avoid significant underpayments or overpayments of purses at all Race Meetings.  Colonial Downs shall send to the VHHA its first condition sheet and proposed purse schedules for each Race Meeting before they are sent to the printer.

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B.Overpayment of Purses.  Colonial Downs and the VHHA shall cooperate to the fullest extent possible to avoid overpayment of purses to Horsemen as of the end of any year during the Term of this Agreement.  If Colonial Downs makes an overpayment in excess of the amount computed under Section 5 hereof, the overpayment shall be repaid to Colonial Downs from funds accruing to the Standardbred Partners’ Account commencing on January 1 of the following calendar year on a “first dollar in first dollar out” basis.

C.Underpayment of Purses.  During any Race Meeting, Colonial Downs shall increase purses as reasonable and appropriate based upon deposits to the Horsemen’s Account pursuant to Subsections D(1) and G(1) of § 59.1-392 of the Code of Virginia to minimize the possibility of underpayment of purses to Horsemen.  Colonial Downs shall use its reasonable best efforts to help assure that there are no underpayments of purses at any Race Meeting based upon deposits to the Horsemen’s Account pursuant to Subsections D(1) and G(1) of § 59.1-392 of the Code of Virginia.  In the event that funds remain in (i) the Standardbred Partners’ Account that are subject to transfer to the Horsemen’s Account pursuant to Exhibit B, or (ii) the Horsemen’s Account after payment of purses, such funds shall be applied to the next Race Meeting.

D.Purse Notices.  The pari-mutuel handle, pari-mutuel handle commission, and purse distribution figures, as well as the percentage figures that represent the relationship between purses and the total of pari-mutuel income and breakage shall be posted on the bulletin board in the Racing Secretary’s office each day of a Race Meeting.

7.Live Standardbred Racing.

A.Number of Days, Dates and Average Daily Purses.  For 2006, Colonial Downs has been approved to conduct thirty-six (36) days of live standardbred racing with

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targeted average daily purses of at least $50,000 per day.  Such 36 days of live standardbred racing shall be conducted from September 4 to November 3, 2006, at the Racetrack four days a week which generally will be Tuesday through Friday (the “Colonial Downs Meet”), unless the parties otherwise agree and the Commission approves, to the extent necessary, those other agreed upon dates.  For 2007 and 2008, Colonial Downs and the VHAA intend to apply for race dates with the meet commencing on Labor Day and ending in November, assuming that this time frame is successful in 2006, with a 5:00 p.m. post time for racing (or such other time as the parties agree).  In determining whether the 2006 meet was “successful,” the parties agree that they will focus upon (i) increases in signal sale handle; (ii) increases in handle attributable to commencing the Race Meeting on Labor Day, conducting racing in conjunction with the New Kent County Fair and a possible steeplechase day during Breeder’s Cup; (iii) increases in group sales; and (iv) coordination of racing with Rosecroft Raceway in Maryland.  Not less than thirty (30) days prior to the deadline for submission of a race day request to the Commission, Colonial Downs and the VHHA shall make reasonable efforts to agree upon the number of days of standardbred racing based upon an average daily purse amount for the following calendar year pursuant to the foregoing formula, and shall then present such agreed upon schedule and average daily purse amount to the Commission for approval.  If the parties are unable to agree upon an targeted average daily purse amount for live standardbred racing for any such calendar year, Colonial Downs shall submit to the Commission its requested number of days of, dates for, and targeted average daily purse amount for live standardbred racing for that calendar year, and the VHHA also shall convey to the Commission its requested number of days of, dates for, and targeted average daily purse amount for live standardbred racing for that calendar year.

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B.Promotion of the Colonial Downs Meet; Programs for Standardbred Races .  Colonial Downs and the VHHA shall collaborate to market and promote the Colonial Downs Meet.  Colonial Downs shall devote $75,000 to market and promote the Colonial Downs Meet at the track.   Colonial Downs shall devote an additional $75,000 to marketing standardbred racing in the SWFs and marketing the sale of the export simulcast signal from the Race Meetings to simulcast facilities outside of Virginia.  Such marketing efforts may include, but not be limited to, offering free decoders to simulcast facilities that have not historically received Colonial Downs’ Race Meetings’ signals, marketing Colonial Downs’ thoroughbred and harness signals as a package, dispatching a Colonial Downs’ representative on the road to out-of-state simulcast facilities to  promote a Colonial Downs harness racing day at such facilities, and conducting special harness racing nights at the SWFs with contests and harness related promotions.  Additionally, Colonial Downs shall focus its marketing efforts for the Race Meetings on increasing the number of group outings to the Racetrack through its group sales personnel.

Additionally, Colonial Downs hereby agrees to continue to:  (i) place in the front portion of each standardbred horse race program distributed at the Racetrack and its SWFs (the “Program”) an information section entitled “How to Read a Harness Program”; (ii) include driver and trainer rankings in the Program; (iii) provide comparative speed ratings of every standardbred track listed in the Program; and (iv) carry a minimum of two (2) standardbred race signals at all times at each SWF, provided at least two (2) such signals are available.

C.Sponsorships.  Colonial Downs agrees to use commercially reasonable efforts to secure sponsorships for major stakes races.  The VHHA agrees to provide such assistance to Colonial Downs’ efforts as Colonial Downs may reasonably request and to use its best efforts to secure sponsorships for smaller stakes races.

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D.Jumbotron.  Colonial Downs agrees to use a portable Video Display Screen approximately 19.68 feet high by 26.20 feet wide (“Jumbotron”) as referenced in the agreement dated February 3, 2006 between Transit Image, Inc. and Colonial Downs during the live standardbred meet in 2006.  The cost of the Jumbotron for 2006 is $1,000 per live standardbred race day.  Colonial Downs agrees to use a Jumbotron during the 2007 and 2008 live standardbred meets if the cost of the Jumbotron does not exceed $1,000 per live standardbred race day.  If the cost of the Jumbotron exceeds $1,000 per live standardbred race day in either 2007 or 2008, the VHHA shall have the option to pay any cost in excess of $1,000 per live standardbred race day and upon receipt of the VHHA’s written commitment to pay such excess costs, Colonial Downs will use a Jumbotron during the live standardbred meet in that year.

8.Races and Awards for Virginia-Bred, Virginia-Owned and Virginia-Sired Horses.  Colonial Downs shall include in its condition sheets opportunities to race for Virginia-bred, Virginia-owned and Virginia-sired standardbred horses, including those that typically race for lower purses as well as those that typically race for higher purses.  To the extent reasonably possible, in filling races, Colonial Downs shall give preference to Virginia-bred and Virginia-sired horses that are stabled at the Racetrack or elsewhere in Virginia.  Awards from the Virginia Breeders Fund for Virginia-bred, Virginia-owned and Virginia-sired horses shall continue to be distributed according to guidelines approved by the Commission.

9.Satellite Wagering Facility Expansion.  The parties agree that a goal of achieving $45,000,000 of total standardbred handle within three (3) years from the effective date of this Agreement is reasonable and desire to set forth certain actions intended to lead to the achievement of this goal to which they are committed.  Accordingly, the parties agree:

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A.Distribution of Funds.  Colonial Downs and the VHBPA agree to distribute funds from the Standardbred Partners’ Account in such a fashion as set forth in Exhibit B hereto with respect to the Henry County SWF, the Scott County SWF, the New Richmond SWF, the Vinton SWF, the Existing Chesapeake SWF, and the New Chesapeake SWF, and such distributions shall continue for the term of Colonial Downs’ licenses for such facilities.

B.SWF Referenda in Northern Virginia.  In 2006 Colonial Downs and the VHHA shall organize an industry task force to explore strategies for a successful statutory referendum in Northern Virginia with the goal of conducting at least one Northern Virginia statutory referendum by December 31, 2007. For purposes of this Agreement Northern Virginia is defined as the counties of Loudoun, Prince William, Fairfax, Arlington, and Fauquier, the cities of Manassas, Manassas Park, Fairfax City, Falls Church, and Alexandria and the towns with population of 5,000 or more located within the foregoing counties.

(1)Upon winning a referendum in Northern Virginia, Colonial Downs shall use its commercially reasonable efforts to apply expeditiously for licenses to own and operate an SWF in the locality in which the referendum was won; provided, however, if more than one referendum is won in adjacent localities or in localities in which two SWFs would compete with each other, Colonial Downs shall be obligated to apply for licenses in only one such locality.  Upon the grant of the licenses, Colonial Downs shall use its commercially reasonable efforts to open the licensed facility expeditiously.

(2)Colonial Downs and the VHHA agree to distribute funds from the Standardbred Partners’ Account in such a fashion as set forth in Exhibit B hereto for any SWF

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opened by Colonial Downs in Northern Virginia, as defined above, during the three-year period commencing on the effective date of this Agreement.

C.Additional SWFs in the Central-Southside Virginia Region.  Colonial Downs shall conduct  two (2) referenda during the period from January 1, 2005 to December 31, 2006, and one (1) referendum during the period from January 1, 2007 to December 31, 2007 in the Central-Southside Virginia region as set forth in Exhibit D hereto (the “Central-Southside Virginia Region”); provided however, upon standardbred handle (as calculated as provided in Subsection C (3)) equaling or exceeding $45,000,000, Colonial Downs’ obligations to conduct additional referenda in the Central-Southside Virginia Region shall automatically terminate.  Colonial Downs’ obligation to conduct the foregoing referenda in the time periods specified shall be temporarily suspended, but not terminated, for each year in which there are no statutorily authorized SWFs available for initial licensing.

(1)If Colonial Downs conducts and wins such a referendum it shall proceed in the manner described in Section 9.B (1) hereof with respect to such referendum.  Upon the opening of any SWF in Central-Southside Virginia Region, Colonial Downs and the VHHA agree to distribute funds from the Standardbred Partners’ Account in such a fashion as set forth in Exhibit B hereto for any SWF in the Central-Southside Virginia Region for which a license application has been made within the eight-year period commencing on the effective date of this Agreement or, if later, the date on which all conditions set forth in Section 31 are satisfied or waived.

(2)On or before December 1, 2006, and on or before each December 1 thereafter, the parties shall determine if Colonial Downs has conducted the minimum number of referenda required by this Agreement.  In the event Colonial Downs fails to conduct the three (3)

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Central-Southside referenda in the time periods specified above, the contribution rate for standardbred handle to the payment of purses set forth in Exhibit B hereto shall be suspended for all SWFs operating in the Central-Southside Virginia Region and for the New Richmond SWF, the Existing Chesapeake SWF, and the New Chesapeake SWF, and the purse contribution rate shall be that rate specified in Exhibit B hereto for “All Other SWFs” until such time as Colonial Downs conducts the number of referenda specified in this Subsection C regardless of the time periods specified above (e.g. conducting an additional referendum in 2007 after conducting only one in the period from January 1, 2005 to December 31, 2006).  Upon Colonial Downs conducting the specified number of referenda, the purse contribution rates shall be reinstated to the rates set forth in Exhibit B hereto for SWFs located in Central-Southside Virginia Region, the New Richmond SWF, the Existing Chesapeake SWF, and the New Chesapeake SWF. No adjustment (either higher or lower) to the purse contribution rate shall be retroactive.

(3)For purposes of determining whether total standardbred handle equates to $45,000,000 for a particular calendar year, the following calculation shall be made:  (i) total live standardbred handle; plus (ii) total SWF standardbred handle from all SWFs operating for at least 12 months; plus (iii) for each SWF open less than 12 months, the product of (a) the last three (3) months’ standardbred handle and (b) four (4); and plus total standardbred handle from account wagering.

10.Stalls and Track Facilities.

A.Availability of Stalls and Track Facilities Before, During and After Race Meetings.  Colonial Downs shall make available at least one thousand (1,000) stalls to Horsemen during each Race Meeting.  Access to the racing strip, barns, track kitchen facilities, dormitories, and related backside facilities at the Racetrack (collectively, the “Backside Facilities”) necessary

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for training purposes shall be made available by Colonial Downs without charge (i) prior to each live Race Meeting, to Horsemen who have horses training for that live Race Meeting, and (ii) following each live Race Meeting, to Horsemen who have raced at the Racetrack during that Race Meeting.  The Backside Facilities shall be made available by Colonial Downs prior to and following each Race Meeting for an aggregate total of 20 days, the exact number of days before and number of days after each Race Meeting to be agreed upon each year by Colonial Downs and the VHHA.  Notwithstanding the foregoing, such periods (prior to or following) may be shortened if the Backside Facilities are needed for a live thoroughbred race meeting, and Colonial Downs shall provide advance notice to the Horsemen in any such event.  During the aforesaid periods, Colonial Downs, at its own expense, shall make water and electricity available to each barn in use and keep the racing surfaces properly harrowed and watered.

B.Vendors.  Except as expressly provided elsewhere in this Agreement, Colonial Downs shall not impose upon Horsemen any exclusive arrangement concerning farriers, feedmen, tack supplies, or any other suppliers or providers of services customarily used by owners and trainers; provided, however, that if Colonial Downs permits the use of bedding material other than straw, it may require the use of an exclusive supplier in order to facilitate removal of such used material.  Notwithstanding the foregoing, Colonial Downs reserves the right to impose reasonable non-discriminatory requirements for security, safety and environmental reasons.  Colonial Downs shall use its reasonable best efforts to keep unlicensed persons in the above categories off its premises.

C.Stall Applications.  Colonial Downs shall publish and distribute stall applications to the Horsemen.  Each completed application will contain the name, permanent address, telephone number, and electronic mail (e-mail) address of the owner and trainer of each

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horse expected to be stabled on the grounds of the Racetrack during that Race Meeting.  Colonial Downs shall, in the exercise of its sole business judgment, determine the terms for and approve or disapprove applications for stalls, but to the extent reasonably possible, preference shall be given to stall applications for Virginia-bred horses, Virginia-owned horses, and Virginia-sired horses.  Colonial Downs may consider, among other things, the following criteria in allocating stalls to Horsemen for use during Race Meetings:

(1)The financial and professional integrity of the trainer listed on the stall application;

(2)The total number of stalls requested by a trainer in relation to the number of available stalls; and

(3)The best interests of Colonial Downs and standardbred racing. Each Horsemen accepting a stall at the Racetrack shall be required to use his or her best efforts to run his or her horses at the Racetrack during the Race Meeting consistent with the horses’ physical condition and fitness, and race conditions.

D.Racetrack Kitchen.  Colonial Downs shall provide a Racetrack kitchen for use by Horsemen and others, with the terms, conditions and provisions thereof to be mutually agreed upon on an annual basis by the VHHA and Colonial Downs.  Joint approval of Colonial Downs and the VHHA shall be required concerning, but not limited to, management of the facility, cleanliness of the facility, palatability and cost of food, adequacy of hours of operation, and adequacy of premises insurance coverage.

E.Suite.  Colonial Downs shall also provide the VHHA a grandstand suite, free of charge except for food service, for use by its members and guests on each race day of the live standardbred meet in 2006, 2007 and 2008, unless the parties agree otherwise.

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11.Racing Committee.  Colonial Downs and the VHHA have organized and shall maintain a joint committee to be known as the “Standardbred Racing Committee.”  The VHHA and Colonial Downs shall each continue to appoint not more than four (4) representatives to the Racing Committee.  The Racing Committee (i) shall meet at the request of either Colonial Downs or the VHHA on at least five (5) days notice to the other party, and (ii) may consider such matters as the stable area, barns, tack rooms, dormitories, promotion, publicity, track conditions (bad weather closing), racing-related programs, reserved seats and passes for Horsemen, number of races, purse schedules, track kitchen, other matters related to attendance, pari-mutuel handle or the quality of racing, and health benefit programs, death benefits, drug and alcohol abuse programs, and any other program that will aid and assist the racing industry in Virginia in hiring, retaining and caring for its personnel at the highest level.

12.Representations and Warranties.

A.VHHA.  In addition to the representations and warranties contained elsewhere in this Agreement, the VHHA warrants, represents to and covenants with Colonial Downs that during the Term of this Agreement:

(l)This Agreement has been approved by the Board of Directors of the VHHA as authorized by the Bylaws of the VHHA;

(2)This Agreement is valid and enforceable against the VHHA according to its terms;

(3)Each VHHA officer, director and other official shall utilize all of his or her powers of persuasion and shall take all reasonable action within their power, including all legal means at their disposal, to ensure that all VHHA Members, their employees, other related personnel, and other backstretch personnel comply with the terms of this Agreement;

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(4)The VHHA shall seek to alter its share of the amounts described in Section 5 above only through good faith negotiations with Colonial Downs and shall not engage in or support, directly or indirectly, any action to influence the Commission, the Governor of Virginia or the General Assembly of Virginia to increase its share of the amounts described in Section 5 above or contained in any applicable provision of the Code of Virginia or the Commission’s regulations by rule, regulation, order, executive order, statute, amendment of statute, or otherwise;

(5)The VHHA shall use its best efforts to ensure that the backstretch area of the Racetrack is maintained in a safe, clean, and orderly condition; and

(6)This Agreement shall be made available for review and copying by Members of the VHHA and all other licensed owners, trainers, employees and backside personnel at the VHHA office.

B.Colonial Downs.  In addition to the representations and warranties contained elsewhere in this Agreement, Colonial Downs warrants, represents to and covenants with the VHHA that during the Term of this Agreement:

(1)This Agreement has been approved by its General Partner;

(2)This Agreement is valid and enforceable against Colonial Downs according to its terms;

(3)Colonial Downs shall seek to alter the VHHA’s share of the amounts described in Section 5 above only through good faith negotiations with the VHHA and shall not engage in or support, directly or indirectly, any action to influence the Commission, the Governor of Virginia or the General Assembly of Virginia to decrease the VHHA’s share of the amounts described in Section 5 above or contained in any applicable provision of the Code of

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Virginia or the Commission’s regulations by rule, regulation, order, executive order, statute, amendment of statute, or otherwise;

(4)Colonial Downs shall use its reasonable best efforts to ensure that the backside area of the Racetrack is maintained in a safe, clean and orderly condition when in use; and

(5)Colonial Downs shall use its reasonable best efforts to assist the VHHA in developing health and welfare programs for backstretch personnel; provided that, this Section imposes no obligation on either party to fund any such program.

13.Racing Officials.  Colonial Downs shall send to the President of the VHHA a written list of the persons whom Colonial Downs has requested the Commission to approve as racing officials for each Race Meeting at the same time it submits that list to the Commission in accordance with the Commission’s regulations.

14.Governmental Approval.  Nothing contained in this Agreement shall be construed as requiring either party to perform any term when such performance is contrary to law or requires prior governmental approval; provided, however, both parties shall use their best efforts to obtain governmental approval if such is required.

15.Authorization for Out-of-State Simulcasting.  During the Term of this Agreement, the VHHA as the authorized representative of the Horsemen for interstate simulcasting purposes, hereby consents and authorizes Colonial Downs to negotiate and contract with simulcast and receiving facilities, including off-track wagering facilities outside the Commonwealth of Virginia, for (i) the conduct of off-track wagering at the Racetrack and the SWFs, and (ii) off-track wagering on live standardbred races emanating from the Racetrack, pursuant to the Interstate Horse Racing Act of 1978, P.L. 95-515 (the “Interstate Horse Racing Act”).  The

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foregoing consent and authorization shall constitute all consents required from the VHHA for simulcast wagering under the Interstate Horse Racing Act, and all simulcast wagering shall conform to that Act.

16.Copies of Documents.  Colonial Downs shall send a copy of its stall application form, stakes purse program, and condition sheet for each Race Meeting to the VHHA on or before the first day they are distributed to Horsemen.

17.Horsemen’s Backstretch Improvements and Programs .  Colonial Downs and the VHHA agree to expend for the benefit of Horsemen certain funds during calendar years 2006 and 2007 for the improvement of backstretch working and living conditions and for educational, recreational, and counseling programs.  Pursuant to the Thoroughbred Horsemen’s Agreement, dated as of January 1, 2005 (the “Thoroughbred Agreement”), Colonial Downs has agreed to provide $50,000 to be used solely for capital improvements and to be provided no later than June 1 of each year.  Similar to Colonial Downs’ agreement with the Virginia Horsemen’s Benevolent and Protective Association, Inc. (the “VHBPA”) as reflected in the Thoroughbred Agreement, the VHHA and Colonial Downs shall use their best efforts to ensure that at least $175,000 is provided annually from the legitimate breakage deposited into the Racing Benevolence Fund pursuant to § 59.1-392(T)(2) of the Code of Virginia for the foregoing improvements and programs.  Regarding the latter Fund, the VHHA and Colonial Downs agree to use their best efforts to obtain any necessary authorization to use part of the legitimate breakage for such improvements and programs as agreed to by the VHBPA and otherwise described in the Thoroughbred Agreement.  All of the above funds shall be deposited into the Backstretch Improvement Escrow Account, which shall be established at a financial institution mutually acceptable to Colonial Downs, the VHBPA and the VHHA, and shall be expended as mutually

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agreed by Colonial Downs and the VHHA and subject to Commission approval pursuant to Section 31 hereof.  At the conclusion of each Race Meeting, Colonial Downs shall within sixty (60) days provide the VHHA with an accounting of all expenditures made from the Backstretch Improvement Escrow Account.

18.Right to Terminate.  Either party may terminate this Agreement upon the other party’s failure to substantially perform as required under this Agreement and such failure continues for thirty (30) days following the date written notice of default detailing the perceived failure to perform is sent to and received by the allegedly defaulting party in accordance with Section 25 below.  Such termination shall not constitute an election of remedy, nor shall it constitute a waiver of a party’s other remedies at law or in equity.  Additionally, Colonial Downs may terminate this Agreement upon written notice to the VHHA if the Racetrack and all the SWFs are closed for ninety (90) continuous days.

19.Indemnification.  The VHHA shall indemnify and save harmless Colonial Downs, its agents, representatives, employees, officers, directors and stockholders, their respective successors and assigns, and all persons acting by, through, under, or in concert with any of them, from and against any and all demands, liabilities, loss, costs, damages, or expenses of whatever nature or kind, including fees of attorneys and all other expenses, arising out of or in any way related to or occasioned by Colonial Downs’ performance under Subsection 5.F. hereof (Administrative Fee).

20.Mediation; Arbitration.

A.Attempt to Resolve Disputes.  In the event of any disputes or differences arising out of this Agreement, which the parties have been unable to resolve after reasonable efforts to do so, either party may refer the dispute or difference to a mediator mutually

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acceptable to the parties.  The parties shall split equally the cost of the mediator.  In the event such mediation is unsuccessful, or the parties are unable to agree on a mediator, either party may refer the dispute or difference for final settlement to arbitration in accordance with the following procedures.

B.Administration.  The arbitration shall be administered by the American Arbitration Association (“AAA”), or its successor, pursuant to the expedited procedures (irrespective of the amount in controversy) of the AAA’s then-prevailing Commercial Arbitration Rules (the “Rules”), subject to the limitations and modifications set forth herein.  The laws of the Commonwealth of Virginia will govern all matters arising from the arbitration without giving effect to the choice of law principles thereunder.  The arbitration will be held in Virginia unless the parties otherwise agree.

C.Notice to Arbitrate.  Notice of a demand for arbitration pursuant to this procedure (the “Notice to Arbitrate”) shall be made in writing and delivered to all other affected parties as provided in Section 25 hereof.  The Notice to Arbitrate shall be accompanied by a short and plain statement of the party’s claim(s), the grounds for same and the relief sought.  Within ten (10) days of receipt of the Notice to Arbitrate, the other party shall set forth in writing and deliver to all other affected parties as provided in Section 25 hereof, an answer setting forth its response to the claim for relief, as well as any affirmative defenses and counterclaims.

D.Selection of Arbitrator(s).  The arbitration shall be before one (1) neutral arbitrator (the “Arbitrator”) to be selected in accordance with the Rules (as modified herein).  In the event the parties cannot agree upon an Arbitrator within ten (10) business days from receipt of the Notice to Arbitrate, each party shall select one (1) Arbitrator.  The Arbitrators so selected

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shall select a third arbitrator at the Pre-Hearing Conference (as defined herein), who shall be the chairperson of the three member panel.

E.Pre-Hearing Conference.  The Arbitrator(s), within ten (10) days of his, her or their appointment, shall conduct a pre-hearing conference (the “Pre-Hearing Conference”).  The parties shall be prepared to discuss discovery matters, schedule the Additional Conference and Arbitration Hearing (as defined herein), decide procedural matters and address all other questions that may be presented.

F.Discovery.  The parties shall have the right to conduct and enforce pre-hearing discovery in accordance with the Federal Rules of Civil Procedure then in effect for the Eastern District of Virginia (Richmond Division), including any Local Rules for the Eastern District of Virginia (Richmond Division) (collectively, the “Court Rules”), subject to the following:

(1)The parties shall make the voluntary disclosures described in the Court Rules (except those applicable to expert witnesses) within fifteen (15) days after the appointment of the Arbitrator(s).  The identity and report of each expert witness, as well as all other disclosures described in the Court Rules, shall be disclosed to the other parties no later than thirty (30) days after the appointment of the Arbitrator(s).

(2)Each party may serve a request for production of tangible and documentary evidence.  Responses to a request for production shall be due fifteen (15) days after receipt.

(3)Each party may serve no more than one set of interrogatories limited to no more than thirty (30) questions, including subparts.  Answers to interrogatories shall be due fifteen (15) days after receipt.

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(4)Each party may depose up to, but no more than, three (3) witnesses; provided, however, that each party is limited to no more than a total of eighteen (18) hours of deposition time in the aggregate.

(5)All discovery must be completed within forty-five (45) days after appointment of the Arbitrator(s) (the “Discovery Deadline”).

(6)The Arbitrator(s), for good cause shown, upon motion and three (3) days’ notice to all parties, may extend any of the discovery deadlines set forth herein for a period not to exceed fourteen (14) days.  The Arbitrator(s) shall have the right and authority to decide any and all discovery disputes.  The Arbitrator(s) shall be empowered to issue subpoenas and any and all process and orders permitted under the Rules to compel cooperation in discovery and otherwise enforce the discovery rights and obligations of the parties.

G.Additional Conference.  Within ten (10) days after the Discovery Deadline, the Arbitrator(s) shall hold an additional conference (the “Additional Conference”) to set dates for the exchange of witness and exhibit lists, deposition testimony designations, testimony summaries and arbitration briefs; determine the length of the Arbitration Hearing; and address any and all other questions that may be presented.

H.Arbitration Hearing.  The arbitration hearing (the “Arbitration Hearing”) shall commence within twenty (20) days after the date of the Additional Conference, unless otherwise agreed by the parties.  For good cause shown, the Arbitrator(s) may grant no more than one (1) continuance per party of a duration not to exceed ten (10) days each; provided, however, no party shall be entitled to any other continuances.  Unless otherwise agreed by the parties or ordered by the Arbitrator(s) for good cause shown, the Arbitration Hearing shall continue from day-to-day for such period of time (not to exceed five (5) days) as may be set by the

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Arbitrator(s).  Each party shall have equal time for presentation and rebuttal, unless otherwise agreed by the parties.  The parties may present evidence, at their option, in the form of testimony (live and/or by deposition), documents and other tangible evidence, or testimony summaries, or any combination thereof.  The Arbitrator(s), upon timely request by a party or if otherwise required by law, shall require witnesses to testify under oath administered by any duly qualified person.  Any party, at its own cost and three (3) days’ notice to all other parties, may arrange for a stenographic record of the proceedings.  Such record shall be made available for inspection and copying by all other parties and the Arbitrator(s).

I.Arbitration Award.  Notwithstanding the foregoing, it is the parties’ intent that the arbitration shall be completed and resolved within one hundred and twenty (120) days of the commencement of such proceeding.  The Arbitrator(s) shall issue and deliver to each party a written and signed award (the “Arbitration Award”) within thirty (30) days of the closing of the record.   The Arbitration Award shall contain the factual and legal bases for such award.  The Arbitration Award, in addition to the relief granted therein, may award attorneys’ fees and costs to the prevailing party as the Arbitrator(s) may determine in light of all of the circumstances.  The Arbitration Award shall be final and binding upon the parties in accordance with its terms and Section 8.01-577 et seq. of the Code of Virginia.

J.Default.  If a party fails to proceed with arbitration or defaults in his obligation to arbitrate, such default shall not prevent the other party from proceeding with such arbitration and the party who fails to proceed with such arbitration shall be bound by the arbitration.

K.Costs.  The costs of the arbitration incurred by the parties for hearing reporting fees, rental of a hearing room and all AAA fees, costs and services charges and of the

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arbitrator shall be paid by Colonial Downs, except that hearing postponement or cancellation fees or charges by the AAA or the arbitrator(s) shall be borne exclusively by the canceling or postponing party.  Conversely, with respect to all other matters, unless the arbitrator(s) otherwise so determines and provides in the arbitration award, each party shall bear its own costs and expenses incurred by that party in connection with the arbitration, including without limitation each party’s own travel expenses, hearing witness expenses and attorneys’ fees.

21.Contribution Adjustments.

A.Changes in Applicable Law.  The parties have negotiated the relevant transfers from the Standardbred Partners’ Account to the Horsemen’s Account (the “Purse Amounts”) from expected handle at the New Richmond SWF, the Existing Chesapeake SWF, the New Chesapeake SWF, the Vinton SWF, the Henry County SWF, the Scott County SWF, and any future SWFs located in the Central-Southside Virginia Region and Northern Virginia based upon those statutes, regulations, administrative proceedings, common law and other accepted sources of rules and regulations applicable to the parties that are in effect as of the date hereof (collectively, “Applicable Law”).  Under Applicable Law, certain allocations of rights and entitlements have been made to Colonial Downs (such as uncashed tickets) and the VHHA (such as a portion of breakage), and the parties do not intend to alter such existing rights and entitlements by this Agreement generally or by application of this Section 21, in particular, to future events.  Nonetheless, in the event there is a change in Applicable Law or a ruling or action of the Commission that alters contributions to the Standardbred Partners’ Account or transfers to the Horsemen’s Account, or otherwise inures to the benefit or detriment of the VHHA or its successors in the form of purses, operating funds or awards, then the parties agree that the Purse Amounts shall be adjusted to restore the parties to the economic terms set forth in this

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Agreement.  By way of example and not limitation, if Applicable Law is changed to provide that a percentage of breakage or uncashed tickets is applied to increase purses for standardbred racing, then the Purse Amounts shall be adjusted downward such that in any fiscal year the amount contributed to purses pursuant to the terms hereof shall be reduced by an amount equal to the contribution to purses from breakage.   By way of further example, if the percentage of handle paid to the Commonwealth of Virginia as a pari-mutuel tax increases, there shall be no change in the Purse Amounts under this Agreement unless such increased pari-mutuel tax is used to supplement purses or is used for the exclusive activities of the representative horsemen group or groups for Horsemen racing at Colonial Downs.

B.Duration.  The terms and provisions of this Section 21 shall remain in full force and effect for as long as the licenses for the New Richmond SWF, the Existing Chesapeake SWF, the New Chesapeake SWF, the Vinton SWF, the Henry County SWF, the Scott County SWF, or any future SWFs located in the Central-Southside Virginia Region or Northern Virginia remain in effect.

22.Additional License.  Colonial Downs hereby reserves the right, and the VHHA hereby recognizes such right, of Colonial Down’s to apply for licenses from the Commission enabling Colonial Downs to seek an available racetrack devoted to standardbred racing, subject to consultation with the VHHA.  Once Colonial Downs obtains the necessary licenses, the VHHA hereby agrees to (i) race standardbred horses at, and promote, such racetrack and (ii) to cease racing the New Kent Racetrack.  Colonial Downs shall be under no obligation to obtain, or attempt to obtain, such licenses.

23.Consents, Approvals, Agreements or Assurances.  Wherever this Agreement requires the consent, approval, agreement, or assurance of Colonial Downs and/or the VHHA,

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(1) a request for such consent, approval, agreement, or assurance from one party shall be responded to by the other party in a timely and businesslike manner, and (ii) such consent, approval, agreement, or assurance shall not be unreasonably withheld, delayed or conditioned unless otherwise specifically provided in this Agreement.

24.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

25.Notices.  All notices, requests, demands or other communications as may be required by this Agreement shall be in writing, shall be signed by an authorized representative of the party providing the communication, shall be sent to each of the persons listed below, may be sent by certified mail, return receipt requested, or by telephone facsimile, and shall be deemed to have been given or made when received by personal delivery or otherwise.  A courtesy hard copy of any communication that is sent by telephone facsimile also shall be sent by certified mail, return receipt requested.  The current addresses of persons to whom communications are to be sent are as follows:

Colonial Downs:	Mr. Jeffrey P. Jacobs
	Colonial Downs, L.P.
	10515 Colonial Downs Parkway
	New Kent, VA  23124
	Mr. Ian M. Stewart
	President
	Colonial Downs, L.P.
	10515 Colonial Downs Parkway
	New Kent, VA  23124

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Copy to:	James L. Weinberg, Esq.
	Hirschler Fleischer
	The Federal Reserve Bank Building
	P. O. Box 500 (23218-0500)
	701 E. Byrd Street, 15th floor
	Richmond, VA  23219
VHHA:	R. C. Dunavant, Jr., D.V.M., President
	Virginia Harness Horse Association
	c/o Lunenburg Animal Hospital
	Highway 40
	Kenbridge, Virginia 23944
Copy to:	Gerald C. Canaan, Esq.
	Hancock, Daniel, Johnson & Nagle, P.C.
	4112 Innslake Drive
	Glen Allen, VA 23060

26.Waivers.  No waiver by a party to this Agreement of any breach of this Agreement or any of its terms shall be effective unless, and only to the extent, such waiver is in writing signed by the party providing or making such waiver and delivered to the other party as provided in Section 25 above.  No waiver of any breach shall be deemed to be a waiver of any other or any subsequent breach.

27.Applicable Law; Venue.  This Agreement is being executed and delivered in the Commonwealth of Virginia and shall be construed and enforced in accordance with the law of Virginia without regard to its conflict of laws rules and provisions.  In all court proceedings brought in connection with this Agreement, the parties hereto irrevocably consent to exclusive personal jurisdiction by, and venue in, the Circuit Court for the City of Richmond, Virginia, or the United States District Court for the Eastern District of Virginia, Richmond Division.

28.Headings.  Any headings preceding the text of the several sections, subsections, paragraphs and subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction, or effect.

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29.Severability.  If any provision of this Agreement is declared invalid by any tribunal, or becomes invalid or inoperative by operation of law, the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

30.Entire Agreement; Modification.  This Agreement contains the entire Agreement between the parties and supersedes all prior agreements, including, but not limited to, the Existing Agreement, and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.  This Agreement shall be binding upon and inure to the benefit of each party hereto, its legal representatives and successors, including, but not limited to, any successor group to the VHHA that is the recognized majority standardbred horsemen’s group.  No modification, variation or amendment of this Agreement or of any attachment or exhibit to this Agreement shall be effective unless such modification, variation or amendment is in writing and has been signed by the parties to this Agreement.  This Agreement may be assigned by Colonial Downs in its sole discretion, subject to applicable law.

31.Conditions Precedent to Effectiveness of this Agreement.  The parties acknowledge that this Agreement and the expenditures from the Racing Benevolence Fund detailed in Section 17 above are subject to the approval of the Commission.  If this Agreement in its entirety and such expenditures are not approved by the Commission, this Agreement shall be null and void.

Upon satisfaction or waiver of the foregoing conditions, this Agreement shall be effective as of January 1, 2005, regardless of the date of the satisfaction or waiver of such conditions.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above.

VIRGINIA HARNESS HORSE		COLONIAL DOWNS, L.P.
ASSOCIATION		By:	Stansley Racing Corp., its General Partner
By:	/s/ R. C. Dunavant, Jr.	By:	/s/ Ian M. Stewart
	R. C. Dunavant, Jr., D.V.M., President		Ian M. Stewart, President
		STANSLEY RACING CORP.
		By:	/s/ Ian M. Stewart
			Ian M. Stewart, President

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EX-10.9

EXHIBIT 10.9

MEMBERSHIP INTERESTS PURCHASE AGREEMENT

By and Between

GAMECO HOLDINGS, INC., as Seller,

AND

JACOBS ENTERTAINMENT, INC., as Buyer,

May 16, 2006

MEMBERSHIP INTERESTS PURCHASE AGREEMENT

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated May 16, 2006 (“Agreement Date”), to be effective only upon the closing of the Refinancing (as hereinafter defined), is entered into by and between GAMECO HOLDINGS, INC., a Delaware corporation (“Seller”), and JACOBS ENTERTAINMENT, INC., a Delaware corporation (“Buyer”).  Capitalized terms not defined in context are defined in Section 12.15.

RECITALS

A.Seller is the sole member of each the following Louisiana limited liability companies: (i) JALOU DIAMOND L.L.C. (“Diamond”); (ii) JALOU MAGIC L.L.C. (“Magic”); and (iii) JALOU OF ST. MARTIN L.L.C. (“Martin”) (Diamond, Magic and Martin are collectively, the “Truck Stops” and sometimes individually, each a “Truck Stop”);

B.Diamond operates a truck stop, convenience store, restaurant, fueling operation and video draw poker gaming parlor located at 1144 Evangeline Thruway, Broussard, Louisiana 70518;

C.Magic operates a truck stop, convenience store, restaurant, fueling operation and video draw poker gaming parlor located at  2334 Highway 109 South, Vinton, Louisiana 70668;

D.Martin operates a truck stop, convenience store, restaurant, fueling operation and video draw poker gaming parlor located at 1050 Baker Hughes Drive, Broussard, Louisiana 70518;

E.Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, upon the terms and subject to the conditions of this Agreement, all of the membership interests of each of the Truck Stops (collectively, the “Membership Interests”); and

F.Buyer is anticipating refinancing its 11 ⁷/₈% Senior Secured Notes due 2009, in the aggregate principal amount, as of the Agreement Date, of $148,000,000 (the “Refinancing”) and desires to use a portion of the proceeds thereof to satisfy its obligations under this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements, terms, conditions, covenants, representations and warranties hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article 1.PURCHASE AND SALE OF MEMBERSHIP INTERESTS

1.1.Purchase and Sale of Membership Interests.  At the Closing and effective as of the Closing Date, (a) Seller will sell, transfer and assign, free and clear of all Liens or Claims

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whatsoever, all of the Membership Interests to Buyer or its designee or nominee, and (b) Buyer will purchase the Membership Interests from Seller and deliver to Seller the Purchase Price (as defined in Section 1.2).

1.2. Purchase Price.

1.2.1.The purchase price for the Membership Interests (the “Purchase Price”) shall be Fourteen Million Three Hundred Eighty Thousand and no/100 Dollars ($14,380,000.00), to be allocated as follows:

1.2.1.1.Four Million Nine Hundred Twenty Thousand and no/100 Dollars ($4,920,000.00) shall allocated for the purchase of the Membership Interests of Diamond;

1.2.1.2.Four Million Eight Hundred Twenty Thousand and no/100 Dollars ($4,820,000.00) shall allocated for the purchase of the Membership Interests of Magic; and

1.2.1.3.Four Million Six Hundred Forty Thousand and no/100 Dollars ($4,640,000.00) shall allocated for the purchase of the Membership Interests of Martin.

1.2.2.The Purchase Price shall be paid to the Seller via wire transfer of immediately available funds on the Closing Date.

1.3. Transfer Taxes.  Buyer and Seller shall share equally any and all transfer or similar Taxes (but excluding all withholding taxes computed on the basis of net income) – (“Transfer Taxes”) imposed upon either party hereto as a result of the transactions contemplated hereby.  To the extent any exemptions from such Transfer Taxes are available, Buyer and Seller shall cooperate to prepare any certificates or other documents necessary to claim such exemptions.

Article 2.CLOSING AND DELIVERIES

2.1. General.  The closing of the transactions contemplated herein (the “Closing”) shall take place promptly following the receipt by the Buyer of the proceeds of the Refinancing, at the offices of Hahn Loeser & Parks, LLP, 3300 BP Tower, 200 Public Square, Cleveland, Ohio 44114-2301, or such other time, date and place as the parties may agree.  The effective time of closing shall be 12:01 a.m. (the “Effective Time”) on the date of the Closing (the “Closing Date”).

2.2. Seller’s Closing Deliveries.  On the Closing Date, Seller shall deliver, or caused to be delivered, to Buyer the following items:

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2.2.1.Membership Interests.  An instrument of assignment, in form and substance reasonably acceptable to the Buyer and Buyer’s legal counsel, conveying the Membership Interests to Buyer, together with the certificates of membership interests issued by each of the Truck Stops to the Seller;

2.2.2.Receipt.  A receipt evidencing receipt by Seller of the Purchase Price (the “Receipt”);

2.2.3.Limited Liability Company Records.  All of the original limited liability company records, including company record books, etc., for each of the Truck Stops;

2.2.4.Officer’s Certificate.  A certificate of an officer of Seller to the effect that the conditions set forth in Sections 8.1 and 8.2 have been satisfied;

2.2.5.Good Standing Certificates.  A good standing/full force and effect certificate, as applicable, dated not more than thirty (30) days prior to the Closing Date, for the Seller and each of the Truck Stops;

2.2.6.Secretary’s Incumbency Certificate.  A certificate of the Secretary for the Seller certifying (a) the current officers of the Seller and each of the Truck Stops, (b) a current copy of the Seller’s Certificate of Incorporation and the Articles of Organization for each of the Truck Stops, (c) a current copy of the Seller’s By-laws and the Operating Agreement of each of the Truck Stops, and (d) a copy of the Seller’s resolution authorizing the sale contemplated by this Agreement; and

2.2.7.Updates to Schedules.  An update to each of the Schedules attached to this Agreement identifying any changes between the Agreement Date and the Closing Date.

2.3. Buyer’s Closing Deliveries.  On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller the following items:

2.3.1.Wire Transfer.  The Purchase Price paid via wire transfer in immediately available funds to an account specified by Seller prior to the Closing;

2.3.2.Officer’s Certificate.  A certificate of an officer of Buyer to the effect that the conditions set forth in Sections 9.1 and 9.2 have been satisfied;

2.3.3.Good Standing Certificate.  A good standing certificate, dated not more than thirty (30) days prior to the Closing Date, for the Buyer;

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2.3.4.Secretary’s Incumbency Certificate.  A certificate of the Secretary for the Buyer certifying (a) the current officers of the Buyer, (b) a copy of the Buyer’s Certificate of Incorporation and By-laws and (c) a copy of the Buyer’s resolution authorizing the sale contemplated by this Agreement.

Article 3.
DUE DILIGENCE

3.1. Due Diligence Period. Beginning on the Agreement Date and continuing thereafter until the Closing Date (“Due Diligence Period”), Buyer shall have the right to perform the following due diligence pursuant to the terms and conditions hereof:

3.2. General Testing and Inspections.  Buyer shall have the right, during the Due Diligence Period, to conduct such engineering, environmental, general business and feasibility studies, audits, test, reviews and/or surveys of any or all of the Truck Stops and their respective assets, liabilities, operations (including gaming operations and records), financial performance and affairs, as the Buyer deems necessary, including soil tests, borings, drainage tests and similar tests on any land or improvements owned or leased by any of the Truck Stops, and audits and reviews of any of the financial and business records, operations, documents and instruments of the Seller pertaining to any of the Truck Stops or their operations.  Such studies shall be conducted by the Buyer and its agents at the Buyer’s sole cost and expense.  Subject to reasonable advance notice, the Seller and each of the Truck Stops agrees to allow Buyer and its agents access to all assets, records, documents and instruments of the Truck Stops to conduct such studies and audits, provided such access shall not unreasonably interfere with the activities of the Seller or any of the Truck Stops.  Buyer shall, and does hereby, save, defend, indemnify and hold the Seller and each Truck Stop harmless from and against all claims, lawsuits, judgments, losses, liabilities or expenses of any kind or nature which may be asserted against or incurred by the Seller or any of the Truck Stops as the result of the Buyer’s or its agents’ actions and activities conducted pursuant to this Section 3.2. The Buyer shall keep the results of all due diligence activities confidential unless specifically directed or required to disclose the same under any federal, state or local law, rule or regulation or upon the order of any court or Governmental Body.  Notwithstanding any other provisions of this Agreement or any documents contemplated hereby to the contrary, the obligation of the Buyer to defend, indemnify and hold harmless the Seller and each of the Truck Stops under this Section 3.2 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or the termination of this Agreement.

3.3.          Title Insurance.  Prior to the Closing, Buyer may cause to have delivered to Buyer a commitment from a title insurance company reasonably acceptable to Buyer to issue as of the Closing Date for any real property owned or leased by any of the Truck Stops, in the customary form prescribed for use in the State of Louisiana, an Owner’s Policy of Title Insurance (collectively, the “Title Policy”).  Seller shall deliver any information as reasonably may be required by Buyer’s title insurance company under the requirements section of the title insurance commitment or otherwise in connection with the issuance of Buyer’s title insurance policy.  Seller shall provide an affidavit of title or such other information as Buyer’s title insurance company may reasonably require in order for the title insurance company to delete the standard

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exceptions and to insure over the “gap” (i.e., the period of time between the effective date of the title insurance company’s last checkdown of title and the Closing Date) and to cause the title insurance company to delete all standard exceptions from the final title insurance policy.

3.4. Financial Statements.  Prior to the Closing Date, Seller has delivered, or caused to be delivered, to the Buyer an audited Statement of Income and Balance Sheet for each Truck Stop for the full calendar year ending on December 31, 2005 (collectively, the “Financial Statements”), in such detail as may be reasonably requested by the Buyer.

Article 4.SELLER’S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer as follows:

4.1. Organization and Authorization.

4.1.1.Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

4.1.2.Each of the Truck Stops is a limited liability company duly organized, validly existing and in full force and effect under the laws of the State of Louisiana.  None of the Truck Stops has any subsidiaries.

4.2. Validity of Agreements.  Seller has the power and authority to enter into this Agreement and all other agreements and instruments executed and delivered or to be executed and delivered under this Agreement (the “Transaction Documents”) to which Seller is a party.  The execution, delivery and performance by Seller of this Agreement, the Transaction Documents and the other documents and certificates contemplated therein have been duly authorized by all necessary corporate action on the part of Seller.  This Agreement is, and when executed and delivered at the Closing, the Transaction Documents to which Seller is a party and all other documents and certificates contemplated therein will be, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms.

4.3. Non-Contravention.  The execution and delivery by Seller of this Agreement, the Transaction Documents to which Seller is a party and all other documents and certificates contemplated therein and the consummation and performance by Seller of the transactions contemplated by this Agreement and the Transaction Documents will not (i) violate any provision of the Certificate of Incorporation or the By-laws of Seller or Articles of Organization or Operating Agreements of any of the Truck Stops, (ii) violate or result in any default under, or the acceleration of (whether by the giving of notice or the passage of time or both), any obligation under any contract, note, bond, mortgage, indenture, or lease to which Seller or any of the Truck Stops is a party or by which Seller or any Truck Stop is bound that would, in any such event, be material, or (iii) violate any constitutional provision, statue, rule, law, regulation, award, order, ordinance, judgment, decree, citation, policy, standard, interpretation, writ or injunction of any Governmental Body (collectively, “Law”).

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4.4. Capitalization.  The Membership Interests represent the only authorized, issued and outstanding equity interests of each Truck Stop.  The Membership Interests are duly and validly issued and outstanding and are fully paid and nonassessable.  The Membership Interests have not been issued in violation of, and are not subject to, and there are no, outstanding options or other conversion or exchange rights relating to the Membership Interests.  There are no authorized or outstanding options under which the Seller or any of the Truck Stops may be obligated to issue or sell any equity interests of any Truck Stop.  Except as identified on Schedule 4.4, there are no agreements, commitments, contacts or rights of first refusal relating to the issuance, sale or transfer of any equity interest of or profit participation in any of the Truck Stops.  At the Closing, Buyer shall receive the Membership Interests free and clear of all Liens and Claims whatsoever.  As of the Closing, no Truck Stop shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any equity interests (including Membership Interests).  Seller has full legal and beneficial ownership of the Membership Interests.  The Membership Interests have not been registered under any securities laws of any Governmental Body

4.5. Title to Truck Stop Property.  As of the Agreement Date, except as disclosed  on Schedule 4.5, each Truck Stop has good and valid title to, or a valid and enforceable leasehold interest in, all of its properties and assets, tangible or intangible, as reflected in each Truck Stop’s Financial Statements, and the schedules attached thereto, and the same are free and clear of all Liens and Claims except (a) Liens to be released at or prior to Closing, (b) such Liens that are disclosed by the Title Policy (including real property taxes that are a lien but not yet due and owing) for each Truck Stop and the records of the Secretary of State of Louisiana and (c) those Liens and Claims identified on Schedule 4.5.

4.6.          Tax Matters.  Except as set forth on Schedule 4.6, Seller and each Truck Stop, as applicable, has timely filed or will timely file, in the manner provided by Law, all Tax Returns for periods prior to and including the Closing Date which are required to be filed with respect of the income or operations of Seller.  All such Tax Returns are complete and correct in all material respects and have been prepared in material compliance with all applicable laws and regulations. Seller has paid or will pay all Taxes owed for the taxable periods covered by such Tax Returns (whether or not shown thereon) in the manner provided by Law.  None of the assets of any Truck Stop is subject to any Liens for any Taxes, and to the Seller’s actual knowledge there is no basis upon which such a Lien could be asserted.

4.7.          Environmental Liability.  Except as set forth on Schedule 4.7 and the documents referred to therein, to the Seller’s actual knowledge, there has been no release, threatened release, spill, leak, discharge or emission of any Hazardous Materials to the air, surface water, groundwater or soil at any of the Truck Stops requiring corrective action under any applicable Environmental Laws.  To the Seller’s actual knowledge, there has been no material release, threatened release, spill, leak, discharge or emission of any Hazardous Materials to the air, surface water, groundwater or soil at any of the Truck Stops that is a violation of any applicable Environmental Laws.  “Hazardous Materials” means any hazardous or toxic substance or waste or any contaminant or pollutant regulated or otherwise creating liability under any Environmental Laws, including, without limitation, “hazardous substances” as defined by the Comprehensive Environmental Response Compensation and Liability Act, as amended, “toxic substance” as defined by the Toxic Substance Control Act, as amended, “hazardous wastes” as

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defined by the Resource Conservation and Recovery Act, as amended, “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended, thermal discharges, radioactive substances, PCBs, natural gas, petroleum products or byproducts and crude oil.  “Environmental Laws” means all Laws relating to pollution, worker health and worker safety, or the environment, and all other Laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials into the environment or otherwise relating to the generation, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.  Each of the Truck Stops is and has been in material compliance with all Environmental Laws, provided any noncompliance has not had and is not likely to have a Material Adverse Effect on such respective Truck Stop or its operations.  Buyer acknowledges that each of the Truck Stops contains a fueling operation for the sale and dispersal to the general public of gas and diesel fuels.  Except as set forth on Schedule 4.7 and the documents referred to therein, neither the Seller nor any Truck Stop has received any written notice, report or other information regarding any actual or alleged violation of Environmental Laws relating to any Truck Stop.

4.8. Seller Inter-company Loans.  Notwithstanding the contents of the Financial Statements or any other language to contrary contained in this Agreement, any loans, notes payable or other debt obligations between the Seller and any of the Truck Stops or between the Truck Stops and any other subsidiaries of the Seller (collectively, the “Seller Inter-company Loans”) shall be retired by the Seller from the proceeds of the Purchase Price and shall not be a part of the transfer of the Membership Interests at Closing.  In no event shall the Buyer, nor any of its subsidiaries, including, but not limited to, the Truck Stops following the Closing, have any liability for any of the Seller Inter-company Loans.

4.9. Consents, etc.  Except as identified on Schedule 4.9 or the matters described in Section 6, any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, that is required in connection with the valid execution, delivery, acceptance and performance by the Seller and each of the Truck Stops under this Agreement or the consummation by the Seller and each of the Truck Stops of any of the transactions contemplated hereby has been or will be completed, made or obtained on or before the Closing Date.

4.10. Litigation, etc.  Except as set forth on Schedule 4.10, to the Seller’s actual knowledge there are no Claims against the Seller or any of the Truck Stops or any of their assets, or pending or threatened by the Seller or any of the Truck Stops against any third party, at law or in equity, or before or by any Governmental Body.  To the Seller’s actual knowledge, no Truck Stop is subject to any judgment, order or decree of any court or other Governmental Body (excepting various licensing necessary for its customary and on-going operations).

4.11. Brokers’ Fees.  No investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission from Buyer or the Company upon consummation of the transactions contemplated by this Agreement.

4.12. No Adverse Change.  From the Agreement Date to the Closing Date, there shall be no adverse change in the operating results, assets, liabilities, operations, prospects, employee

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relations or customer or supplier relations of any of the Truck Stops which has had or could reasonably be expected to have a Material Adverse Effect.

4.13. Conduct Pending Closing.  From the Agreement Date until the Closing Date, Seller shall: (i) use commercially reasonable efforts to cause each of the Truck Stops to be operated and to carry on its respective businesses in the ordinary course consistent with its past practice; and (ii) not permit or cause the distribution of any assets from any of the Truck Stops, including, but not limited to, cash and other current assets, excepting only those distributions and payments made in the ordinary course of each Truck Stop’s business.

Article 5.BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer hereby represents and warrants to Seller as follows:

5.1. Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

5.2. Authorization and Validity of Agreements.  The execution, delivery and performance by Buyer of this Agreement, the Transaction Documents and the other documents and certificates contemplated therein has been duly authorized by all necessary corporate action on the part of Buyer.  Buyer has the power and authority to enter into this Agreement, the Transaction Documents and the other documents and certificates contemplated to be executed herein and to consummate the transactions contemplated thereby.  This Agreement and the Transaction Documents and the other documents and certificates contemplated herein constitute the legal, valid and binding obligations of Buyer, enforceable against it in accordance with their respective terms.

5.3. Non-Contravention.  The execution and delivery by Buyer of this Agreement, the Transaction Documents and the other documents and certificates contemplated therein and the consummation and performance by Buyer of the transactions contemplated herein will not (i) violate any provision of the Certificate of Incorporation or By-laws of Buyer, (ii) violate, or be in conflict with any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any liability or other obligation to which Buyer is a party, or (iii) violate any Law.

5.4. Brokers’ Fees.  No investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Buyer who might be entitled to any fee or commission from Seller upon consummation of the transactions contemplated by this Agreement.

5.5. Non-Registration. The Buyer understands and agrees that the Membership Interests are not registered under the Securities Act of 1933, as amended (the “Securities Act”), nor the securities laws of any state, and, accordingly, the Membership Interests may not be offered, sold, pledged, hypothecated or otherwise transferred or disposed of in the absence of registration or the availability of an exemption from registration under the Securities Act and any applicable state securities laws.

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5.6. Devices.  The Buyer acknowledges that all Devices operated at any of the Truck Stops are owned and operated therein by a third-party, licensed device owner, to-wit; Southern Trading Corporation, a Louisiana corporation.  All such Devices are operated pursuant to Device Placement Agreements between each of the Truck Stops and Southern Trading Corporation, copies of which have been provided to the Buyer.

5.7. Licensure.  The Buyer acknowledges that the activities of the video draw poker gaming parlors and the alcohol, tobacco and lottery sales, as applicable, conducted at each of the Truck Stops are subject to licensing and regulation by various federal, state and local Governmental Bodies.  The Buyer further acknowledges that appropriate notifications to the Louisiana State gaming authorities of the consummation of the transactions contemplated by this Agreement will be required promptly following the Closing hereunder.

Article 6.SURVIVAL

The representations and warranties contained in Sections 4.1 through 4.8 and Sections 5.1 through 5.7, inclusive, shall survive the execution and delivery of this Agreement and consummation of the transactions provided for in this Agreement without limitation as to time.  The representations and warranties contained in Sections 4.9 through 4.14 shall survive the Closing hereunder and shall continue in effect for a period of one (1) year from and after the Closing Date.

Article 7.MUTUAL COVENANTS AND AGREEMENTS

7.1. Expenses.  Except as otherwise specifically provided in this Agreement and the Transaction Documents, each party shall bear its own expenses in connection with and in performance of this Agreement and the Transaction Documents.  Buyer shall be solely responsible for all of its costs incurred in its due diligence activities, including, but not limited to, the costs of any surveys, environmental site assessment studies, title policies and title commitments and any and all costs, expenses or fees relating to its financing of the transactions contemplated in this Agreement.

7.2. Cooperation.  Each party shall cause every Person that is a shareholder, director, officer or employee of any party hereto or any of the Truck Stops to use all commercially reasonable efforts to assist in the satisfaction of such party’s obligations hereunder and in the consummation of the transactions contemplated herein.

Article 8.CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE

The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Buyer in writing:

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8.1. Compliance with Covenants.  Seller shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing Date.

8.2. Representation and Warranties.  The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on the Closing Date as if made on such date, except for any changes permitted by the terms of this Agreement.

8.3. Actions of Seller at Closing.  At the Closing and unless otherwise waived by Buyer, Seller shall have delivered to Buyer those deliveries set forth in Section 2.2.

8.4. Financing.  Buyer shall have obtained the financing necessary to consummate the transaction.

8.5. No Material Adverse Effect.  From and after the Agreement Date, there shall not have been any event or change in the Seller or any of the Truck Stops which has had a Material Adverse Effect.

8.6. Financial Statements.  Excepting only normal recurring changes related to the usual operations of the Truck Stops, none of the Truck Stops shall have suffered or incurred a material change in its Financial Statements between December 31, 2005 and the Closing Date.

Article 9.CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE

The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Seller in writing:

9.1. Compliance with Covenants.  Buyer shall have performed and complied in all material respects with all covenants, obligations and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing Date.

9.2. Representation and Warranties.  The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on the Closing Date as if made on such date, except for any changes expressly permitted by the terms of this Agreement.

9.3. Actions of Buyer at Closing.  At the Closing and unless otherwise waived by Seller, Buyer shall have delivered to Seller those deliveries set forth in Section 2.3.

Article 10.TERMINATION OF AGREEMENT

10.1. Termination of Agreement.  This Agreement may be terminated at any time prior to the Closing Date only as follows:

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10.1.1.By Mutual Agreement.  If Seller and Buyer both agree to terminate the Agreement.

10.1.2.By Buyer.  Buyer may terminate this Agreement at anytime prior to the Closing for any reason or no reason in the sole discretion of the Buyer.

10.1.3.By Seller.  Seller may terminate this Agreement by giving written notice to Buyer if Buyer has materially breached any of its covenants contained in this Agreement or if there is any inaccuracy in any of the representations or warranties made by Buyer, if Seller has previously notified Buyer in writing of such breach or inaccuracy and the breach or inaccuracy has continued without cure for a period of fifteen (15) days after such notice.

10.2. Effect of Termination.  In the event of a termination (prior to the consummation of the Closing) by either party, this Agreement shall thereafter be null and void and of no further force or effect and each party shall be solely responsible for any and all costs or expenses it has incurred hereunder.

Article 11.INDEMNIFICATION

11.1. Seller’s Agreement to Indemnify.

11.1.1.Buyer Claims.  Subject to the terms and conditions of this Article 11, Seller shall indemnify, defend and hold harmless Buyer or any of its officers, directors, shareholders, employees or agents (“Buyer Indemnitees”) from and against any and all Claims, causes of actions, losses, damages, deficiencies, Taxes, liabilities, obligations, reimbursements, costs and expenses of any kind or nature, penalties, fines, expenses (including reasonable attorneys’ and experts’ fees and expenses) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) suffered or incurred by any of them arising from, relating to or otherwise in respect of (a) any inaccuracy in any representations or warranties contained in Article 4 of this Agreement, (b) any breach or non-fulfillment by Seller of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement, or (c) any Losses arising from or related to the Seller’s operation of the Truck Stops prior to the Closing Date (collectively, “Buyer Claims”).

11.1.2.Cap.  No Buyer Claims shall be asserted pursuant to Section 11.1.1 until the aggregate Losses suffered or incurred by Buyer are equal to or greater than $100,000 (the “Threshold Amount”), in which event the Buyer Claims may be asserted only to the extent of the Losses in

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excess of such amount, excluding individual Losses that are less than the Threshold Amount.  With respect to Buyer Claims asserted pursuant to Section 11.1.1, no indemnification shall be made in excess of the Purchase Price (the “Cap”).

11.2. Buyer’s Agreement to Indemnify.

11.2.1.Seller’s Claims.  Subject to the terms and conditions of this Article 11, Buyer agrees to indemnify, defend and hold harmless Seller and any of its officers, directors, shareholders, employees or agents (“Seller Indemnitees”) from and against all Losses suffered or incurred by any of them arising from, relating to or otherwise in respect of (i) any inaccuracy in any representations or warranties contained in Article 5 of this Agreement, (ii) any breach or non-fulfillment by Buyer of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement or (iii) any Losses arising from or related to the Buyer’s operation of the Truck Stops on or after the Closing Date (collectively, “Seller Claims”).

11.2.2.Cap.  No Seller Claims shall be asserted pursuant to Section 11.2.1 until the aggregate Losses suffered or incurred by Seller are equal to or greater than the Threshold Amount, in which event the Seller Claims may be asserted to the full extent of the Losses suffered or incurred by Seller, excluding individual Losses that are less than the Threshold Amount.  Additionally, with respect to Seller Claims asserted pursuant to Section 11.2.1, no indemnification shall be made in excess of the Cap.

11.3. Procedures for Resolution and Payment of Third-Party Claims for Indemnification.

11.3.1.Notice and Control.  Except as otherwise provided herein, in the event any third party asserts a Claim with respect to any matter as to which the indemnities in this Agreement relate, the party or parties against whom the Claim is asserted (whether singular or plural, the “Indemnitee”) shall give prompt written notice to the other party or parties (whether singular or plural, the “Indemnitor”) in reasonable detail so that the Indemnitor is or will be able to reasonably understand the basis of the Claim; provided that the failure of the Indemnitee to provide such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent the Indemnitor is materially prejudiced thereby. Thereafter, the Indemnitor shall have the right at its election to take over the defense or settlement of the third party Claim at its own expense by giving prompt notice to the Indemnitee.  If the Indemnitor does not give such notice and does not proceed diligently so to defend the third party Claim within 30 days

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after receipt of the notice of the third party Claim, the Indemnitor shall be bound by any defense or settlement that the Indemnitee may make as to those Claims and shall reimburse the Indemnitee for its Losses related to the defense or settlement of the third party Claim.  Subject to Indemnitor retaining control of the Claim or settlement thereof, the Indemnitee shall, at its option and expense, have the right to participate in the defense of any such Claims defended by the Indemnitor (except that Indemnitor shall not be responsible for the fees and expenses of counsel to Indemnitee unless agreed to in writing). The parties shall cooperate in defending against any asserted third party Claims.

11.3.2.Claim Resolution.  Anything in this Section 11.3 to the contrary notwithstanding, (a) if there is a reasonable probability that a third party Claim may materially and adversely affect the Indemnitee other than as a result of money damages or other money payments, the Indemnitee shall have the right, at its own cost and expense, to defend, compromise or settle such Claim; provided, however, that if such Claim is settled without the Indemnitor’s consent (which consent shall not be unreasonably withheld or delayed), the Indemnitee shall be deemed to have waived all rights hereunder against the Indemnitor for money damages arising out of such Claim, and (b) the Indemnitor shall not, without the written consent of the Indemnitee, settle or compromise any Claim or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee a release from all liability in respect to such Claim or (ii) if such settlement, compromise or consent involves the imposition of equitable remedies or the imposition of any obligations on such Indemnitee other than financial obligations for which such Indemnitee will be fully indemnified hereunder.

11.4. Remedies Exclusive; No Other Remedies.  The remedies contained in this Article 11 shall be the parties’ sole and exclusive remedies for any post-Closing Claims made in connection with this Agreement.  Each party hereto hereby waives and releases, and covenants not to seek or assert, any other Claims or remedies in the event that the Closing occurs.

11.5. Limitation of Damages.  In no event shall any party to this Agreement be liable to any other party for consequential, punitive or other similar damages.

Article 12.MISCELLANEOUS

12.1. Reformation and Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future Laws effective during the term hereof, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable

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provision as may be possible and be legal, valid and enforceable consistent with the intentions of the parties hereto, and the legality, validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.  Likewise, each representation, warranty and covenant contained herein shall have independent significance and, if any party hereto has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant.

12.2. Further Assurances.  All parties agree and obligate themselves, and their respective officers, directors, shareholders, members, managers, employees and agents, to promptly execute any additional documents and instruments and take any other actions necessary and proper for the complete and expeditious implementation and satisfaction of the provisions and intent of this Agreement.  In addition, the Seller agrees that during and subsequent to the sale transaction, it shall have a continuing duty to supply such reasonable information and documentation and to perform such acts as may be required by any federal, state or local authority or the Liquor and Gaming Laws of the State of Louisiana, including, but not limited to, making its books and records available to the Buyer or its designee on an as-needed, reasonable basis after the Closing; provided, however, in no event whatsoever shall the Seller be required to pay or be responsible for the payment of any monies in connection therewith.

12.3. Liquor and Gaming Laws of the State of Louisiana.  Each of the parties agree that this Agreement is and shall be subject to the Liquor and Gaming Laws of the State of Louisiana and to the oversight of the Louisiana State Police and the Gaming Control Board of the State of Louisiana.

12.4. Notices.  Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to be properly given when personally delivered (by hand or by courier), when sent by certified or registered mail, postage prepaid and return receipt requested, when sent by facsimile transmission, or when delivered by overnight or similar delivery services, fees prepaid, to the party entitled to receive such notice at the address (or facsimile number) set forth below or at such other address (or facsimile number) as such party shall provide in a written notice to the others in accordance with the terms of this Section 12.4.  Except as otherwise specifically provided in this Agreement, notice shall be deemed to be received by the party to whom such notice was sent, in the case of notice given by personal delivery, on the date of delivery, in the case of notice given by certified mail (or by such comparable method), three (3) business days after mailing, in the case of notice by overnight delivery service, on the date of delivery to such overnight delivery service, and, in the case of notice by facsimile transmission, on the date of actual transmission.

If to Seller, to	Gameco Holdings, Inc.
	1231 Main Avenue
	Cleveland, Ohio 44113
	Facsimile:  (216) 861-6315
	Attention:  Michael A. Brachna

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With a copy to:	Stanley R. Gorom III, Esq.
	Hahn Loeser & Parks, LLP
	3300 BP Tower
	200 Public Square
	Cleveland, OH  44114
	Facsimile: (216) 274-2460
If to Buyer, to:	Jacobs Entertainment, Inc.
	240 Main Street
	Black Hawk, Colorado 80422
	Facsimile:  (303) 582-0239
	Attention:  Stephen R. Roark
With a copy to:	Samuel E. Wing, Esq.
	Jones & Keller
	1625 Broadway, Suite 1600
	Denver, Colorado 80202
	Facsimile: (303) 573-0769
And to:	Robert A. Weible, Esq.
	Baker & Hostetler, LLP
	3200 National City Center
	1900 East Ninth Street
	Cleveland, Ohio 44114
	Facsimile: (216) 696-0740

12.5. Headings and Interpretations.  The headings of Articles and Sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

12.6. Waiver.  The failure of any party to insist, in any one or more instances, upon performance of any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right or Claim granted or arising hereunder or of the future performance of any such term, covenant or condition, and such failure shall in no way effect the validity of this Agreement or the rights and obligations of the parties hereto. Additionally, no waiver of any breach of this Agreement shall be a waiver of any subsequent breach.  No waiver shall be effective unless made in writing and signed by the party granting such waiver.

12.7. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument.

12.8. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to principles of conflict of laws, and the parties expressly agree that venue, for all purposes hereunder, shall rest exclusively with the state and federal courts of the State of Louisiana.

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12.9. Assignability and Binding Effect.  This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns. This Agreement together with the Transaction Documents and the rights and obligations hereunder may not be assigned by either party without the express written consent of the other.

12.10. Amendments.  This Agreement may not be modified, amended or supplemented except by an agreement in writing signed by each of the parties hereto.

12.11. Third Parties.  Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

12.12. Entire Agreement.  This Agreement and the Transaction Documents together with the schedules and exhibits hereto and thereto, shall constitute the entire agreement between the parties hereto with respect to the transactions contemplated hereby and shall supersede all prior negotiations, letters of intent, understandings and agreements. A disclosure of any information in a schedule attached hereto, or delivery pursuant to the terms hereof, shall be considered a disclosure of such information in any other schedules in which the same information may otherwise be required to be included in accordance with the terms of this Agreement.

12.13. Other Interpretive Matters.In this Agreement, unless a clear contrary intention appears:  (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but only if such successors and assigns are permitted by this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement and the schedules hereto), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof (and without giving effect to any amendment or modification that would not be permitted in accordance with the terms hereof); (e) reference to any applicable law means such applicable law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of any applicable law shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified; (f) reference to any Article or Section means such Article or Section hereof; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; and (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

12.14. Certain Assistance in Income Tax Preparation and Audits and Other Matters.

12.14.1.Tax Preparation.

12.14.1.1.Buyer and Seller shall furnish, at no cost to the other, such data as the other party may reasonably require to prepare

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Tax Returns.  If additional data is required by Seller or Buyer for preparation of Tax Returns or tax examinations, such additional information (including reproduction of Tax Returns, tax assessments, and records) shall be furnished, at no cost and within a reasonable time after requested in writing.

12.14.1.2.Buyer and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information which may be relevant to such Tax Returns for all tax periods or portions thereof ending prior to the Closing Date.  Copies of all such Tax Returns shall be promptly provided to any party upon request of the same.

12.14.2.Tax Audits; Other Reviews.  Buyer and Seller shall provide reasonable assistance to each other with any tax audits or other administrative or judicial proceedings involving any of the Truck Stops at no cost to the other. Neither party shall, without the prior written consent of the other, unless required by law, initiate any contact or voluntarily enter into any agreement with, or volunteer any information to, the taxing authorities with regard to Tax Returns or declarations of the other party.

12.15. Additional Definitions.  The following definitions shall apply:

12.15.1.Claim means any actual, threatened or potential claim (whether oral or written), demand, litigation, action, suit, investigation, proceeding, hearing, complaint, assessment or judgment, administrative or judicial, at law or in equity.

12.15.2.Devices shall mean “Video Draw Poker Devices” as defined in the Video Draw Poker Devices Control Law, Louisiana Revised Statutes, Title 27:301 et seq.

12.15.3.EBITDA shall mean for any one (1) calendar month period the sum of: (i) net income, plus (ii) interest expenses, plus (iii) the aggregate amount of federal, state and local taxes on or measured by income (whether or not payable during that period), and plus (iv) depreciation and amortization, all as shall be computed by the Buyer’s accountants which computation shall be made strictly in accordance with GAAP, consistently applied.

12.15.4.Entity means a corporation, association, partnership, limited liability company, limited liability partnership, trust or any other entity or organization.

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12.15.5.Gaming Assets shall mean any assets located within the continental United States, in any form, that relate to  the operation or ownership of casinos, race-tracks, truck stops or other operations whose primary purpose is lawfully providing games of chance (including pari-mutuel waging) for play by the general public; provided, however, Gaming Assets shall not include a Passive Gaming Investment.

12.15.6.Governmental Body means any federal, state, county, parish, local or foreign governmental authority, quasi-governmental authority or any regulatory, administrative or other agency, department, commission, tribunal, board, bureau, instrumentality, any political or other subdivision, or any body thereof, or any federal, state, county, local or foreign court or arbitrator.

12.15.7.Lien means any mortgage, pledge, security interest, encumbrance, covenant, condition, restriction, easement, claim, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse, or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute.

12.15.8.Liquor and Gaming Laws of the State of Louisiana shall mean the laws promulgated in the Louisiana Revised Statutes Title 27:301 et seq., and Title 26:1 et seq. and the Louisiana Administrative Code provisions interpreting the same.

12.15.9.Material Adverse Effect means any matter or matters which would, alone or in the aggregate, have a material adverse effect on  (i) the financial condition, operating results, assets, liabilities, operations, condition (financial or otherwise), business or prospects of any of the Truck Stops or the Seller, (ii) any material violation by the Seller or any of the Truck Stops of the Liquor and Gaming Laws of the State of Louisiana, (iii) the revocation or suspension, for any period of time, of any liquor or gaming license issued by the State of Louisiana to any of the Truck Stops.

12.15.10.Passive Gaming Investment shall mean any passive investment in the voting equity of an Entity, even if such Entity may own Gaming Assets.  Notwithstanding the foregoing, an investment shall not be considered passive if either Richard E. Jacobs or Jeffrey P. Jacobs, whether jointly or individually: (i) has the power, whether by voting rights, contract or otherwise, to elect or appoint a majority of a given Entity’s Board of Directors; or (ii) otherwise participates (excluding the act of voting their equity interests) in the management of an Entity.

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12.15.11.Person means an individual, corporation, Governmental Body, association, partnership, limited liability company, limited liability partnership, trust, or any other entity or organization.

12.15.12.Tax means the domestic federal, state, and local income, payroll, withholding, excise, social security, sales, use, ad valorum, real and personal property, occupancy, business, capital stock, franchise, transfer, employment and unemployment, and any other tax, fee, duty, assessment or governmental charge of any kind whatsoever (including, without limitation, all interest, penalties and estimated taxes).

12.15.13.Tax Return means returns, reports, claims for refund, information returns or other documents (including, without limitation, any related or supporting schedules, statements or information) filed or required to be filed.

12.15.14.Truck Stop means a truck stop located within the State of Louisiana at which Devices are or may be legally operated.

12.16.Incorporation.   Any and all Schedules or other documents referred to herein or attached hereto are incorporated herein as if fully rewritten in this Agreement.

Article 13.GAMING RIGHTS OPTION

13.1. Grant of Option.   As additional consideration for the Buyer’s purchase of the Membership Interests hereunder, to be effective at the Closing hereunder and contingent upon the same, Seller, Jeffrey P. Jacobs and Richard E. Jacobs (collectively, the “Optionors”) do hereby grant to Buyer the right, but not the obligation, to acquire any and all interests any of the Optionors may own, whether now owned or hereafter acquired and whether held jointly or severally, in any Truck Stops or in any Entity that owns any Truck Stops (the “Option”) during the Option Term (as hereinafter defined).  The parties acknowledge that this Agreement is intended to and does grant multiple Options, one for each Truck Stop covered by the Option during the Option Term and that the exercise of the Option with respect to any one Truck Stop shall not preclude the exercise of the Option at a later time with respect to any other Truck Stops that are or may become subject to the Option.  Notwithstanding the foregoing, no Passive Gaming Investment held by any Optionor at any time shall be subject to the Option or the covenants described in Section 13.4 below.

13.2. Option Term.The Option shall commence as of the Closing Date and shall expire immediately upon the tenth (10^th) yearly anniversary of the same (“Option Term”).  The Option shall be exercised by delivering written notice (“Option Notice”) of the Buyer’s intent to exercise the Option pursuant to the Notice provisions of Section 12.4 above, and identifying the specific Truck Stop(s) to be purchased.

13.3. Purchase Price and Closing.The purchase price for any Truck Stops purchased pursuant to the exercise of the Option (“Option Purchase Price”) shall be equal to a

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multiple of one (1) plus the multiple of EBITDA used to determine the purchase price when originally purchased by the Owners; provided, however, in no event shall the Option Purchase Price exceed seven (7) times each such Truck Stop’s trailing twelve (12) month EBITDA for the twelve (12) full calendar months immediately preceding such Truck Stop’s respective closing under the Option.  A higher Option Purchase Price may be charged by the Owner to the Buyer only if it is supported by a fairness opinion issued by an independent third-party mutually acceptable to both the Buyer and the Owners.  (For example, if an Owner originally paid a multiple of five (5) times a given Truck Stop’s EBITDA, then the Option Purchase Price shall be equal to six (6) times that Truck Stop’s trailing (12) month EBITDA as of the time of the sale under the Option.) The closing of any purchase under the Option shall take place at the Buyer’s principal place of business and shall occur not later then ninety (90) days following the applicable Optionor’s receipt of the Option Notice.  The Option Purchase Price shall be paid in cash, or immediately available funds, at such closing.  The parties shall execute a separate purchase agreement in form and substance substantially similar to this Agreement for the purchase of any Truck Stops following the exercise of the Option, with such additions or modifications as shall be necessary to convey the particular Truck Stops that are the subject of the Option.

13.4. Additional Covenants.

13.4.1.In addition to the foregoing and not in lieu thereof, as additional consideration for the Buyer’s purchase of the Membership Interests hereunder, each of the Optionors covenants and agrees that commencing on and after the Closing Date and continuing throughout the Option Term, each Optionor will hold any ownership interests in any Gaming Assets either through the Buyer or a wholly-owned subsidiary of the Buyer; excluding, only, any Gaming Assets owned by an Optionor on the Closing Date,

13.4.2.Notwithstanding the foregoing Section 13.4.1 and as an exception thereto, any Optionor may purchase ownership interests in or the assets of Truck Stops, whether or not such ownership interests or assets are held in the Buyer or a wholly-owned subsidiary thereof, provided, however, each Optionor, as applicable, agrees that such ownership interests or assets after acquisition of the same shall be Truck Stops for all purposes hereunder and shall be subject to the rights of the Buyer under the Option.  Each Optionor, as applicable, agrees to execute such additional documents as may be necessary to comply with the terms and conditions of this Section 13.4.2.

13.5. Right of Sale.  Nothing contained in this Article 13, including but not limited to the grant of the Option, is intended to, nor shall it be construed as, restricting any Optionor’s right to sell any Gaming Assets, including Truck Stops, to a third party prior to the Buyer’s exercise of the Option with respect to those particular Truck Stops.

13.6. Acknowledgment of Consideration.Jeffrey P. Jacobs and Richard E. Jacobs, individually, acknowledge and agree that the payment of the Purchase Price under this

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Agreement by Buyer to Seller has separate direct and indirect economic benefit to each of them and is sufficient consideration for their covenants and agreements under this Article 13.

13.7. Termination of Option.  The Owners, Seller and Buyer agree that effective as of the Closing Date, the Option, together with all other agreements, representations and warranties, described in Article 2: GAMING RIGHTS OPTION, as set forth in that certain Membership Interests Purchase Agreement, dated March 22, 2005, by and between the Buyer, Seller and Owners herein, are herewith terminated, rescinded and shall be of no further force or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Agreement Date.

BUYER:
JACOBS ENTERTAINMENT, INC.
By:	/s/ Stephen R. Roark
Stephen R. Roark, Chief Financial Officer
SELLER:
GAMECO HOLDINGS, INC.
By:	/s/ Stan W. Guidroz
Stan W. Guidroz, Vice President
THE FOLLOWING APPEAR SOLELY FOR THE PURPOSES OF AGREEING TO THE TERMS AND CONDITONS OF ARTICLE 13
/s/ Richard E. Jacobs
Richard E. Jacobs
/s/ Jeffrey P. Jacobs
Jeffrey P. Jacobs

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LIST OF SCHEDULES

Schedule 4.4Capitalization

Schedule 4.5Liens, Claims and Title Exceptions

Schedule 4.6Tax Matters

Schedule 4.7Environmental Matters

Schedule 4.9Consents

Schedule 4.10Litigation

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Schedule 4.4

Capitalization

None.

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Schedule 4.5

[Liens, Claims and Title Exceptions]

1.DIAMOND:

a.Those exceptions to title disclosed in the Owner’s Title Policy, issued by Lawyers Title Insurance Corporation, Policy No. [    ], dated [       ], together with the endorsement, dated as of the Closing.

b.That certain Device Placement Agreement, dated                                             , by and between Jalou Diamond, L.L.C. and Southern Trading Corporation.

c.That certain Lease Agreement by and between RFP, Inc. and Jalou Diamond, L.L.C., as Lessee.

2.MAGIC:

a.Those exceptions to title disclosed in the Owner’s Title Policy, issued by Lawyers Title Insurance Corporation, Policy No. [    ], dated [       ], together with the endorsement, dated as of the Closing.

b.That certain Device Placement Agreement, dated                                          , by and between Jalou Magic, L.L.C. and Southern Trading Corporation.

3.MARTIN:

a.Those exceptions to title disclosed in the Owner’s Title Policy, issued by Lawyers Title Insurance Corporation, Policy No. [    ], dated [       ], together with the endorsement, dated as of the Closing.

b.That certain Device Placement Agreement, dated                                      , by and between Jalou of St. Martin, L.L.C. and Southern Trading Corporation.

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Schedule 4.6

Tax Matters

[None]

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Schedule 4.7

Environmental Matters

None.

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Schedule 4.9

Consents

1.The transfers contemplated by this Agreement will require notification by the Buyer to the Louisiana State Police within ten (10) days of their completion.

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Schedule 4.10

Litigation

None.

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EX-10.10A

EXHIBIT 10.10A

ASSET PURCHASE AGREEMENT

AMONG

FELICIANA VENTURES, INC., FOREST GOLD TRUCK PLAZA AND CASINO, L.L.C.,

ST. HELENA EXPRESS & CASINO, L.L.C., SEABUCKLE GAMING, INC.,

JANICE M. PENN and MINNIE L. HUGHES, as Sellers;

CLAUDE M. PENN, JR.,

AND

GAMECO HOLDINGS, INC., or its designee, as Purchaser.

DATED:   May 17, 2006

STATE OF LOUISIANA

PARISH OF ST. HELENA

ASSET PURCHASE AGREEMENT

BE IT KNOWN, that on the dates set forth below, to be effective among the parties as of May 17, 2006 (the “Agreement Date”),

BEFORE the undersigned Notaries Public, duly commissioned in and for the States and Counties/Parishes set forth below, and in the presence of the undersigned competent witnesses,

PERSONALLY CAME AND APPEARED:

FELICIANA VENTURES, INC., a Louisiana corporation, domiciled and with its principal place of business in the Parish of Livingston and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422 (“Feliciana”), by and through its duly authorized Secretary-Treasurer, Minnie L. Hughes;

FOREST GOLD TRUCK PLAZA AND CASINO, L.L.C., a Louisiana limited liability company, domiciled and with its principal place of business in the Parish of Livingston and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422 (“Forest Gold”), by and through its duly authorized Manager, Minnie L. Hughes.;

ST. HELENA EXPRESS & CASINO, L.L.C., a Louisiana limited liability company, domiciled and with its principal place of business in the Parish of Livingston and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422 (“St. Helena”), by and through its duly authorized Manager, Minnie L. Hughes;

SEABUCKLE GAMING, INC., a Louisiana corporation, domiciled and with its principal place of business in the Parish of Livingston and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422 (“Seabuckle”), by and through its duly authorized agent, Minnie L. Hughes;

JANICE M. PENN (“JMP”), domiciled and having her principal place of business in the State of Louisiana and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422, appearing through her duly authorized agent, Claude M. Penn, Jr.;

MINNIE L. HUGHES (“Hughes”), domiciled and having her principal place of business in the State of Louisiana and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422 (“Hughes”);

And now to these presents came and appeared, CLAUDE M. PENN, Jr. (“CMP”), to join, ratify and confirm the acts of the foregoing,

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although not as owner of any of the foregoing, but to bind himself, personally as if a Seller hereunder, domiciled and having his principal place of business in the State of Louisiana and whose mailing address is declared to be P.O. Box 339 Amite, Louisiana 70422;

and

GAMECO HOLDINGS, INC., a Delaware corporation, with offices at 718 S. Buchanan, Suite C, Lafayette, Louisiana 70501 (“Gameco”), represented herein by Jeffrey P. Jacobs, its duly authorized representative;

each of whom did execute and deliver this Asset Purchase Agreement (this “Agreement”) as of the Agreement Date.

RECITALS

WHEREAS, the Sellers (all capitalized terms in these recitals having the meanings hereinafter ascribed to them in this Agreement) own and operate three (3) truck stops located in the State of Louisiana, at which electronic video draw poker gaming activities are undertaken; and

WHEREAS, Purchaser desires to purchase all assets of the aforesaid truckstops (excluding only the Excluded Assets), and the respective Sellers are willing to transfer such assets to Purchaser, upon and subject to the terms and conditions hereinafter set forth, including the transfer of the Listed Devices to a licensed device owner designated by the Purchaser.

NOW THEREFORE, in consideration of the premises, obligations, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions hereinafter set forth, the parties agree as follows:

Section 1.  Definitions and Related Matters.

1.1Definitions.  For the purposes of this Agreement, the following terms have the meanings set forth below (such meanings to be applicable to both the singular and plural forms of the terms defined):

“Accounts Receivable” shall have the meaning given such term under GAAP.

 “Acquired Assets” shall mean collectively the Feliciana Acquired Assets, the Forest Gold Acquired Assets and the St. Helena Acquired Assets.

“Affiliate” of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person.  The term “control” means the possession, directly or indirectly, of the power to direct the management and/or policies of a Person whether through the ownership of securities, by contract or otherwise.

“Assumed Contracts” shall mean the Contracts identified on Schedule 6.7(b).

“Businesses” shall mean collectively the Feliciana Business, the Forest Gold Business and the

2

St. Helena Business.

“Business Day” means any day other than a Saturday, Sunday or public holiday under the laws of the State of Louisiana or any other day on which banking institutions are obligated to close in Baton Rouge, Louisiana.  A reference to a specific number of days anywhere in this Agreement shall be deemed to refer to Business Days.

“Capital Expenditures” means all expenditures for any capital or fixed assets or improvements, or for replacements, substitutions or additions thereto, which have a useful life of more than one (1) year (including expenditures with respect to Capitalized Lease Obligations, but excluding expenditures which are fully expensed in the period incurred in accordance with GAAP consistently applied).

“Capitalized Leases” means a lease under which the obligations of the lessee should, in accordance with GAAP consistently applied, be included in determining total liabilities as shown on the liability side of a balance sheet of the lessee.

“Capitalized Lease Obligations” means the amount of the liability reflecting the aggregate discounted amount of future payments under all Capitalized Leases calculated in accordance with GAAP consistently applied and Statement of Financial Accounting Standards No. 13.

“Closing” has the meaning set forth in Section 2.2.

“Closing Certificate” has the meaning set forth in Section 7.1(i).

“Closing Date” has the meaning set forth in Section 2.2.

“Closing Reports” shall mean collectively the Feliciana Closing Reports, the Forest Gold Closing Reports and the St. Helena Closing Reports.

“Code” means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that section regardless of how numbered or classified.

“Contracts” shall have the meaning set forth in Section 6.7(a).

“Credit” shall equal the sum of Sixty-Seven Thousand One Hundred Forty-Five and 49/100 Dollars ($67,145.49).

“Deposit” shall mean the sum of One Hundred Fifty Thousand and no/100 Dollars ($150,000.00).

“Devices” shall mean “Video Draw Poker Devices” as defined in the Video Draw Poker Devices Control Law, Louisiana Revised Statutes, Title 27:301 et seq., as amended from time to time.

 “Environmental and Safety Requirements” means all federal, state, parish and local statutes, regulations, rules, ordinances and similar provisions having the force or effect of law, all licenses, permits, authorizations, approvals, covenants or criteria having the force or effect of law, all guidelines having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law and equitable doctrines (including, without limitation, injunctive relief

3

and tort doctrines such as negligence, nuisance, trespass and strict liability), in each case concerning public health and safety, worker health and safety and pollution or protection of the environment (including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation), each as amended and as now or hereafter in effect, including, by way of illustration and not limitation, the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Solid Waste Disposal Act, 42 U.S.C. § 6901, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., and the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., and any similar or corresponding state, local, municipal and/or parish ordinance, rule, regulation, law or act (or any successor legislation thereto).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to time and any regulations promulgated thereunder.

“Escrow Agent” shall mean Lawyers Title of Baton Rouge, Louisiana.

“Escrow Hold Back” shall equal One Hundred Thousand Dollars ($100,000.00).

“Establishment Licenses” shall mean collectively the Feliciana Establishment License, the Forest Gold Establishment License and the St. Helena Establishment License.

“Excluded Assets” shall mean the following as related to any of the Businesses:

(a)The originals of all books and records of any Seller;

(b)Rights of any Seller pursuant to or under this Agreement;

(c)Any federal, state or local tax refunds or tax credits of any Seller;

(d)Any leases, not necessary to or used in the operation of any of the Businesses, by any Seller of any personal property unless it is an Assumed Contract;

(e)All notes, bonds or other evidence of Indebtedness of any Person held by any Seller;

(f)All cash, cash equivalents or Investments and deposits of any Seller, excepting therefrom, all cash and cash equivalents arising from the operation of any of the Businesses after Noon on the Closing Date and all Investments and deposits arising from such cash or cash equivalents, which shall be the sole property of Purchaser;

(g)Any and all insurance policies of any Seller or any of their Affiliates and all rights to any refunds in connection therewith; provided, however, the Purchaser shall have no responsibility for any loss of prepaid premiums or other costs, expenses or charges arising from or associated with the foregoing;

(h)All rights, claims and causes of action relating to any of the property included in the

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preceding description of Excluded Assets.

“Feliciana Acquired Assets” shall mean all assets, privileges, rights, licenses, Accounts Receivables, interests and claims (whether personal, tangible or intangible) of every type and description used in, or held for use in, the operation of the Feliciana Business, other than Excluded Assets.  Feliciana Acquired Assets, include, but are not limited to, each of the following:

(a)fee simple title (subject to Permitted Encumbrances) in and to certain improved real property located at 30036 Hwy 16 West, Amite, Louisiana 70422, Louisiana (the “Feliciana Real Property”), consisting of approximately 9.767 acres, more or less, together with all improvements, buildings, structures, issues, profits and rents, fixtures and all rights pursuant to any leases, recorded or unrecorded, respecting all or any part of the Feliciana Real Property; together with, to the extent legally transferable, all approvals, authorizations, consents, licenses, permits, privileges, rights, variances and waivers relating to the Feliciana Real Property from any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality having jurisdiction over the Feliciana Real Property, if any, including, but not by way of limitation, those with respect to building, effluent control, environmental protection, fire, foundation, pollution control, use, utilities and zoning heretofore held by or granted to any Seller; together with any and all easements, servitudes, rights and privileges appurtenant thereto, including all right, title and interest of any Seller in and to any land lying in the bed of any street, road or avenue currently adjoining, lying across or adjacent to or to be opened or proposed in front of or adjoining the Feliciana Real Property, and all riparian rights; all of the foregoing being collectively referred to as the “Feliciana Premises” and being further described in Exhibit A;

(b)all machinery, equipment, display cases, refrigerators, coolers, sinks, ovens, stoves, telephones, cash registers, beds, other furniture and other equipment, chattels and fixtures used in or supporting the Feliciana Business, including, but not limited to, those items identified on Schedule 1.1 (Feliciana Acquired Assets);

(c)all inventories of any kind, including raw materials, works in process, supplies, spare parts and all goods and products held for sale, or utilized in the creation or sale of any of the foregoing, including, without limitation, fuel, restaurant supplies and stock, convenience store stock, all tools, cooking utensils, pots, pans, shelving, racks, glassware, stemware, menu stock, bar and food stuffs, including, but not limited to, those items identified on Schedule 1.1 (Feliciana Inventories), excepting those consumable, saleable items sold or consumed in the ordinary course of operating the Feliciana Business;

(d)all Intellectual Property Rights used in the Feliciana Business, including the names, “Amite Truck Plaza”, “Amite Plaza” or any variation of the foregoing;

(e)accurate copies of all books and records relating to the Feliciana Business, including, without limitation (to the extent such information exists and is in the possession of, or under the control of, any Seller): (i) lists of all past customers and suppliers; (ii) records with respect to all equipment, including warranties and service agreements, inventory and machinery; (iii) any and all business plans and/or models; (iv) all financial records and reports; (v) a list of all employees, including each employee’s rate of pay, title, length of employment with starting date, date of last payment prior to the Agreement Date and a detailed description of any and all benefits each may

5

be receiving; and (vi) all other books and records used by any Seller in the operation of the Feliciana Business;

(f)all approvals, authorizations, consents, licenses, permits, registrations, certificates, privileges, rights, variances and waivers relating to or necessary for the operation of the Feliciana Business from any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality having jurisdiction over the Feliciana Business, to the extent the same are transferable;

(g)all fixtures and improvements located on the Feliciana Premises;

(h)all goodwill of the Feliciana Business;

(i)those Contracts related to the Feliciana Business and identified on Schedule 6.7(b); and

(j)the Feliciana Listed Devices which shall be acquired by Southern Trading Corporation, or any other properly licensed designee of Purchaser.

“Feliciana Business” shall mean all of the operations and business of the truck stop located on the Feliciana Premises, including, but not limited to, its gaming operations, convenience store, restaurant facility and its motor and diesel fuel sales.

“Feliciana Closing Reports” shall mean for the Feliciana Business: (i) the semi-monthly device operator reports generated by the Feliciana Business, showing coin-in, prize and pay out amounts; (ii) the fuel sales reports; and (iii) Financial Statements, in each case for the period commencing on January 1, 2005 through the Closing Date.

“Feliciana Establishment License” shall mean a Type V license to operate Devices at a qualified truck stop facility as defined in the Video Draw Poker Devices Control Law, Louisiana Revised Statutes, Title 27:301 et seq., and in Chapter 42 of the Louisiana Administrative Code, both as amended from time to time, for the Feliciana Premises.

“Feliciana Listed Devices” shall mean those Devices listed on Schedule 1.1 (167 Listed Devices).

“Feliciana Mortgage” shall mean the mortgage, in the form of Exhibit H, attached hereto and incorporated by reference herein, granted by the entity who shall take title to the Feliciana Premises in favor of Feliciana and encumbering the Feliciana Premises; provided, however, such form shall be subject to the reasonable approval of the Purchaser’s lender and the reasonable approval by the Sellers of any attendant changes required thereby.

“Feliciana Promissory Note” shall mean that certain promissory note issued by the entity who shall take title to the Feliciana Acquired Assets, in favor of Feliciana, in the original principal amount of Four Million One Hundred Thousand and no/100 Dollars ($4,100,000.00), in the form of Exhibit I, attached hereto and incorporated herein; provided, however, such form shall be subject to the reasonable approval of the Purchaser’s lender and the reasonable approval by the Sellers of any attendant changes required thereby.

“Financial Statements” shall mean a statement of income and a balance sheet

6

 “GAAP” means United States generally accepted accounting principles as promulgated by the Financial Accounting Standards Board, as in effect from time to time.

“Guaranty” shall mean that certain guaranty, strictly in the form attached hereto as Exhibit G, issued by Jeffrey P. Jacobs, individually, and Stanley R. Gorom III, solely as Trustee of the Jacobs Family Control Trust and the Jacobs Family Economic Trust in favor of Feliciana and Forest Gold; provided, however, such form shall be subject to the reasonable approval of the Purchaser’s lender and the reasonable approval by the Sellers of any attendant changes required thereby.

“Forest Gold Acquired Assets” shall mean all assets, privileges, rights, licenses, Accounts, Receivables, interests and claims (whether personal, tangible or intangible) of every type and description used in, or held for use in, the operation of the Forest Gold Business, other than Excluded Assets.  Forest Gold Acquired Assets, include, but are not limited to, each of the following:

(a)fee simple title (subject to Permitted Encumbrances) in and to certain improved real property located at 30092 Hwy 16 West, Amite, Louisiana 70422 (the “Forest Gold Real Property”), consisting of approximately 5.30 acres, more or less, together with all improvements, buildings, structures, issues, profits and rents, fixtures and all rights pursuant to any leases, recorded or unrecorded, respecting all or any part of the Forest Gold Real Property; together with, to the extent legally transferable, all approvals, authorizations, consents, licenses, permits, privileges, rights, variances and waivers relating to the Forest Gold Real Property from any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality having jurisdiction over the Forest Gold Real Property, if any, including, but not by way of limitation, those with respect to building, effluent control, environmental protection, fire, foundation, pollution control, use, utilities and zoning heretofore held by or granted to any Seller; together with any and all easements, servitudes, rights and privileges appurtenant thereto, including all right, title and interest of any Seller, in and to any land lying in the bed of any street, road or avenue currently adjoining, lying across or adjacent to or to be opened or proposed in front of or adjoining the Forest Gold Real Property, and all riparian rights; all of the foregoing being collectively referred to as the “Forest Gold Premises” and being further described in Exhibit B;

(b)all machinery, equipment, display cases, refrigerators, coolers, sinks, ovens, stoves, telephones, cash registers, furniture and other equipment, chattels and fixtures used in or supporting the Forest Gold Business, including, but not limited to, those items identified on Schedule  1.1 (Forest Gold Acquired Assets);

(c)all inventories of any kind, including raw materials, works in process, supplies, spare parts and all goods and products held for sale, or utilized in the creation or sale of any of the foregoing, including, without limitation, fuel, restaurant supplies and stock, convenience store stock, all tools, cooking utensils, pots, pans, shelving, racks, glassware, stemware, menu stock, bar and food stuffs, including, but not limited to, those items identified on Schedule 1.1 (Forest Gold Inventories), excepting those consumable, saleable items sold or consumed in the ordinary course of operating the Forest Gold Business;

(d)all Intellectual Property Rights used in the Feliciana Business, including the names, “Forest Gold” or any variation of the foregoing;

(e)accurate copies of all books and records relating to the Forest Gold Business, including,

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without limitation (to the extent such information exists and is in the possession of, or under the control of, any Seller): (i) lists of all past customers and suppliers; (ii) records with respect to all equipment, including warranties and service agreements, inventory and machinery; (iii) any and all business plans and/or models; (iv) all financial records and reports; (v) a list of all employees, including each employee’s rate of pay, title, length of employment with starting date, date of last payment prior to the Agreement Date and a detailed description of any and all benefits each may be receiving; and (vi) all other books and records used by any Seller in the operation of the Forest Gold Business;

(f)all approvals, authorizations, consents, licenses, permits, registrations, certificates, privileges, rights, variances and waivers relating to or necessary for the operation of the Forest Gold Business from any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality having jurisdiction over the Forest Gold Business, to the extent the same are transferable;

(g)all fixtures and improvements located on the Forest Gold Premises;

(h)all goodwill of the Forest Gold Business;

(i)those Contracts related to the Forest Gold Business and identified on Schedule 6.7(b); and

(j)the Forest Gold Listed Devices which shall be acquired by Southern Trading Corporation, or any other properly licensed designee of Purchaser.

“Forest Gold Business” shall mean all of the operations and business of the truck stop located on the Forest Gold Premises, including, but not limited to, its gaming operations, convenience store, restaurant facility and its motor and diesel fuel sales.

“Forest Gold Closing Reports” shall mean for the Forest Gold Business: (i) the semi-monthly device operator reports generated by the Forest Gold Business, showing coin-in, prize and pay out amounts; (ii) the fuel sales reports; and (iii) Financial Statements, in each case for the period commencing on January 1, 2005 through the Closing Date.

 “Forest Gold Establishment License” shall mean a Type V license to operate Devices at a qualified truck stop facility as defined in the Video Draw Poker Devices Control Law, Louisiana Revised Statutes, Title 27:301 et seq., and in Chapter 42 of the Louisiana Administrative Code, both as amended from time to time, for the Forest Gold Premises.

“Forest Gold Listed Devices” shall mean those Devices listed on Schedule 1.1 (Forest Gold Listed Devices).

“Forest Gold Mortgage” shall mean the mortgage, in the form of Exhibit H, attached hereto and incorporated by reference herein, granted by the entity who shall take title to the Forest Gold Premises in favor of Forest Gold encumbering the Forest Gold Premises; provided, however, such form shall be subject to the reasonable approval of the Purchaser’s lender and the reasonable approval by the Sellers of any attendant changes required thereby.

“Forest Gold Promissory Note” shall mean that certain promissory note issued by the entity who

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shall take title to the Forest Gold Acquired Assets, in favor of Forest Gold, in the original principal amount of Two Million Nine Hundred Thousand and no/100 Dollars ($2,900,000.00), in the form of Exhibit I, attached hereto and incorporated herein; provided, however, such form shall be subject to the reasonable approval of the Purchaser’s lender and the reasonable approval by the Sellers of any attendant changes required thereby.

“Indebtedness” means at a particular time, any indebtedness in any form, nature or type whatsoever, including but not limited to: (i) any indebtedness for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money; (ii) any indebtedness evidenced by any note, bond, debenture or other debt instrument; (iii) any indebtedness for the deferred purchase price of property or services with respect to which a Person is liable, contingently or otherwise, as obligor or otherwise; (iv) any commitment by which a Person assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit); (v) any obligations for which a Person is obligated pursuant to a guarantee; (vi) any obligations under Capitalized Leases with respect to which a Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against loss; (vii) any indebtedness secured by a Lien on a Person’s assets; and (viii) net obligations under hedging arrangements (including, without limitation, derivatives) designed to protect a Person against fluctuations in interest rates, currency exchange rates, commodity prices or other financial transactions.

“Intellectual Property Rights” means all (i) patents, patent applications, patent disclosures and inventions, (ii) trademarks, service marks, trade dress, trade names, logos and business names and registrations and applications for registration thereof, together with all of the goodwill associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software, data, databases and documentation thereof, (vi) trade secrets and other confidential information (including, without limitation, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and other information), (vii) other intellectual property rights and (viii) copies and tangible embodiments thereof (in whatever form or medium).

“Investment” as applied to any Person means (i) any direct or indirect ownership, purchase or other acquisition, or right to acquire, by such Person of any notes, obligations, instruments, stock, securities or ownership interests (including partnership interests, membership interests and joint venture interests) of any other Person, and (ii) any capital contribution by such Person to any other Person.

“Knowledge” or any derivation thereof, including any uncapitalized use thereof, shall mean, actual knowledge of a condition or set of facts as has been obtained from any source, including, regardless of any common law or statutory definition of the foregoing, information which would cause a reasonable person to inquire further.

“Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, lien, charge or other restriction of any kind whatsoever (including any conditional sale or other title retention agreement or lease in the nature thereof), any sale of receivables with recourse against any of the Businesses or the Acquired Assets, any filing of or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased

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to any Seller for use in any of the Businesses or the Acquired Assets under a lease which is not in the nature of a conditional sale or title retention agreement.

“Liquor and Gaming Laws of the State of Louisiana” shall mean the laws promulgated in the Louisiana Revised Statutes Title 27:1 et seq., and Title 26:1 et seq., as amended from time to time and the Louisiana Administrative Code provisions interpreting the same.

“Listed Devices” shall mean collectively the Feliciana Listed Devices, the Forest Gold Listed Devices and the St. Helena Listed Devices, together with any and all parts, spare parts, paper readers or other equipment used therein or in support thereof and which shall be acquired by Southern Trading Corporation or any other properly licensed designee of the Purchaser.

“Material Adverse Effect” or “Material Adverse Change” means any matter or matters which would, alone or in the aggregate, have an adverse effect on  (i) the financial condition, operating results, assets, liabilities, operations, condition (financial or otherwise), business or prospects of any Seller, any of the Businesses or any of the Acquired Assets or any Affiliate of any Seller, (ii) the ability of any Seller or any of the Businesses to perform any of their obligations related to the operations of the Businesses, (iii) the ability of any of the Premises to qualify as a truck stop facility under the Liquor and Gaming Laws of the State of Louisiana.  Material Adverse Effect or Material Adverse Change specifically includes, but is not limited to: (a) any violation by any Seller or any of the Businesses, in any form and for any reason, of the Liquor and Gaming Laws of the State of Louisiana; or (ii) the revocation or suspension, for any period of time, of any liquor or gaming license issued by the State of Louisiana or parish government to any Seller or any of the Businesses and used in the operations of any of the Businesses; or (iii) the ability of any of the Premises to qualify as a truck stop facility under the Liquor and Gaming Laws of the State of Louisiana.

“Mortgages” shall mean the Feliciana Mortgage and the Forest Gold Mortgage.

“Permitted Encumbrances” shall mean:

(i)real estate and ad valorem taxes not yet due and payable;

(ii)interests or title of a lessor or lessee under any lease identified in Schedule 6.7(b); and

(iii)to the extent existing on the Closing Date hereof, those matters contained in the Title Evidence of which Purchaser has approved under Section 3; provided, however, Permitted Encumbrances shall not include those Liens that Sellers are obligated to discharge pursuant to Section 3.3(c).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof and any other entity.

“Premises” shall mean collectively the Feliciana Premises, the Forest Gold Premises and the St. Helena Premises.

“Promissory Notes” shall mean the Feliciana Promissory Note and the Forest Gold Promissory Note.

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“Purchase Price” shall mean Thirty-Three Million Five Hundred Thousand and no/100 Dollars ($33,500,000.00); and shall be allocated as follows: (i) Seventeen Million Nine Hundred Thousand and no/100 Dollars ($17,900,000.00) to Feliciana for the Feliciana Acquired Assets; (ii) Twelve Million Five Hundred Thousand and no/100 Dollars ($12,500,000.00) to Forest Gold for the Forest Gold Acquired Assets; and (iii) Three Million One Hundred Thousand and no/100 Dollars ($3,100,000.00) to St. Helena for the St. Helena Acquired Assets.

“Purchaser” means Gameco Holdings, Inc., a Delaware corporation, its successors, assigns and/or designees, for each of the Businesses.

“Sellers” shall mean collectively Feliciana, Forest Gold, St. Helena, JMP and Hughes, and the term “Seller” shall mean any one of and each of the foregoing in such capacity, and shall also include, for all purposes hereunder, CMP.

“Settlement Statements” shall mean one or more statements, signed by each of the Sellers and the Purchaser and to be received by the Escrow Agent at or prior to the Closing, identifying all funds to be received by the Escrow Agent at or prior to the Closing and further identifying how and to whom all such funds are to be paid by the Escrow Agent, such that all Acquired Assets, the Businesses and the Premises are transferred to Purchaser and/or its designee(s) free and clear of any and all Liens whatsoever, except for Permitted Encumbrances.

“St. Helena Acquired Assets” shall mean all assets, privileges, rights, licenses, Accounts Receivables, interests and claims (whether personal, tangible or intangible) of every type and description used in, or held for use in, the operation of the St. Helena Business, other than Excluded Assets.  St. Helena Acquired Assets, include, but are not limited to, each of the following:

(a)fee simple title (subject to Permitted Encumbrances) in and to certain improved real property located at 30139 Hwy 16 West, Amite, Louisiana 70422 (the “St. Helena Real Property”), consisting of approximately 5.50 acres, more or less, together with all improvements, buildings, structures, issues, profits and rents, fixtures and all rights pursuant to any leases, recorded or unrecorded, respecting all or any part of the St. Helena Real Property; together with, to the extent legally transferable, all approvals, authorizations, consents, licenses, permits, privileges, rights, variances and waivers relating to the St. Helena Real Property from any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality having jurisdiction over the St. Helena Real Property, if any, including, but not by way of limitation, those with respect to building, effluent control, environmental protection, fire, foundation, pollution control, use, utilities and zoning heretofore held by or granted to any Seller; together with any and all easements, servitudes, rights and privileges appurtenant thereto, including all right, title and interest of any Seller in and to any land lying in the bed of any street, road or avenue currently adjoining, lying across or adjacent to or to be opened or proposed in front of or adjoining the St. Helena Real Property, and all riparian rights; all of the foregoing being collectively referred to as the “St. Helena Premises” and being further described in Exhibit C;

(b)all machinery, equipment, display cases, refrigerators, coolers, sinks, ovens, stoves, telephones, cash registers, furniture and other equipment, chattels and fixtures used in or supporting the Pelican Business, including, but not limited to, those items identified on Schedule 1.1 (St. Helena Acquired Assets);

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(c)all inventories of any kind, including raw materials, works in process, supplies, spare parts and all goods and products held for sale, or utilized in the creation or sale of any of the foregoing, including, without limitation, fuel, restaurant supplies and stock, convenience store stock, all tools, cooking utensils, pots, pans, shelving, racks, glassware, stemware, menu stock, bar and food stuffs, including, but not limited to, those items identified on Schedule 1.1 (St. Helena Inventories);

(d)all Intellectual Property Rights used in the St. Helena Business, including the names, “St. Helena Express” or any variation of the foregoing;

(e)accurate copies of all books and records relating to the St. Helena Business, including, without limitation (to the extent such information exists and is in the possession of, any Seller): (i) lists of all past customers and suppliers; (ii) records with respect to all equipment, including warranties and service agreements, inventory and machinery; (iii) any and all business plans and/or models; (iv) all financial records and reports; (v) a list of all employees, including each employee’s rate of pay, title, length of employment with starting date, date of last payment prior to the Agreement Date and a detailed description of any and all benefits each may be receiving; and (vi) all other books and records used by any Seller in the operation of the St. Helena Business;

(f)all approvals, authorizations, consents, licenses, permits, registrations, certificates, privileges, rights, variances and waivers relating to or necessary for the operation of the St. Helena Business from any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality having jurisdiction over the St. Helena Business, to the extent the same are transferable;

(g)all fixtures and improvements located on the St. Helena Premises;

(h)all goodwill of the St. Helena Business;

(i)those Contracts related to the St. Helena Business and identified on Schedule 6.7(b); and

(j)the St. Helena Listed Devices which shall be acquired by Southern Trading Corporation or any other properly licensed designee of Purchaser.

“St. Helena Business” shall mean all of the operations and business of the truck stop formerly operated on the St. Helena Premises, including, but not limited to, its gaming operations, convenience store, restaurant facility and its motor and diesel fuel sales.

“St. Helena Closing Reports” shall mean for the St. Helena Business: (i) the semi-monthly device operator reports generated by the St. Helena Business, showing coin-in, prize and pay out amounts; (ii) the fuel sales reports; and (iii) Financial Statements, in each case for the period commencing on January 1, 2005 through the Closing Date.

“St. Helena Establishment License” shall mean a Type V license to operate Devices at a qualified truck stop facility as defined in the Video Draw Poker Devices Control Law, Louisiana Revised Statutes, Title 27:301 et seq., and in Chapter 42 of the Louisiana Administrative Code, both as amended from time to time, formerly held for the St. Helena Premises.

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“St. Helena Listed Devices” shall mean those Devices listed on Schedule 1.1 (St. Helena Listed Devices).

“Surveys” shall have the meaning given it in Section 3.4.

“Tax” or “Taxes” means any federal, state, county, parish, local, foreign or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility, gaming, environmental, communications, real or personal property, capital stock, membership interest, license, payroll, wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes or fees of any kind whatsoever (including deficiencies, penalties, additions to tax or fees, and interest attributable thereto) whether disputed or not.

“Tax Return” means any return, information report or filing with respect to Taxes, including any schedules attached thereto and including any amendment thereof.

 “Title Company” shall mean Lawyers Title of Baton Rouge, Louisiana.

“Title Evidence” shall mean the Title Policy and the Surveys, as defined in Sections 3.3 and 3.4, respectively.

1.2Accounting Principles.  The classification, character and amount of all assets, liabilities, capital accounts and reserves and of all items of income and expense to be determined, and any consolidation or other accounting computation to be made, and the interpretation of any definition containing any financial term, pursuant to this Agreement shall be determined and made in accordance with GAAP consistently applied.

1.3Other Interpretive Matters.  In this Agreement, unless a clear contrary intention appears:  (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement and the Schedules and Exhibits hereto), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof (and without giving effect to any amendment or modification that would not be permitted in accordance with the terms hereof); (e) reference to any applicable law means such applicable law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any particular provision of any applicable law shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified; (f) reference to any Article, Section or Exhibit means such Article or Section hereof or such Exhibit hereto; (g) “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof; and (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term.

1.4References to Time.  Any and all references to a specific time on the Closing Date shall be deemed to mean that specific time as measured in Baton Rouge, Louisiana.

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Section 2.Purchase of Assets and Closing.

2.1Purchase and Sale of the Acquired Assets.

(a)At the Closing, subject to the terms and conditions contained in this Agreement, the Sellers, as applicable, shall sell, assign, set-over, convey, deliver and transfer to the Purchaser, or its designee, free and clear of any and all Liens and whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers all of their right, title and interests in and to the Acquired Assets for the Purchase Price.

(b)Within ten (10) days following the execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent.  The Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing.  In the event Purchaser shall terminate this Agreement for any reason prior to the Closing Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser.

(c)Notwithstanding anything contained in this Agreement to the contrary, the Purchase Price shall be paid as follows:

(i)Twenty-Six Million Five Hundred Thousand Dollars ($26,500,000.00), less the Deposit, the Credit and less any applicable prorations or credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Cash Portion of the Purchase Price”);

(ii)Seven Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to be delivered at the Closing.  The Promissory Notes shall be secured by: (A) the Mortgage; provided, however, the issuance and form of such mortgage shall be subject in all respects to the reasonable approval of the Purchaser’s lender; and (B) the Guaranty, each of which shall be delivered at the Closing; and

(iii)Sellers agree to execute such additional documents evidencing: (i) the subordination of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferred.

(d)The Closing of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other place as may be mutually agreeable to the Sellers and the Purchaser.  The parties and/or their respective agents shall gather at the Title Company on the day prior to Closing to review all closing documents and the Settlement Statements.  At the Closing, upon payment of the Purchase Price, the Sellers shall deliver to the Purchaser the Acquired Assets, together with such acts of cash sales, bills of sale, assignments, certificates, resolutions, transfer powers, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer ownership of the Acquired Assets to Purchaser or its designee, including, but not limited to, those items identified in Section 10 below.

(e)Each of the Sellers acknowledges and agrees that Purchaser will pay and deliver the entire Purchase Price pursuant to the Settlement Statements at the Closing and that payment of the

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Purchase Price pursuant to the Settlement Statements shall satisfy any and all of the Purchaser’s obligations for payment of the Purchase Price hereunder to all of and each of the Sellers.  Each of the Sellers acknowledges and agrees that the payment of the Purchase Price pursuant to the Settlement Statements has separate and direct economic benefit to each of them, and that such payment is appropriate consideration and reasonably related to the value of the interests each party is transferring hereunder.

(f)Two Hundred Thousand and no/100 Dollars ($200,000.00) of the Purchase Price is specifically allocated as payment to the foregoing entities and individuals as consideration for their obligations and covenants under Section 11.21 below.  The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and the individuals’ and their relative abilities and experience in the gaming industry.

2.2Closing.  The sale and transfer of the Acquired Assets from the Sellers to the Purchaser (or Purchaser’s designee, as applicable) (the “Closing”), pursuant to the terms and subject to the conditions of this Agreement, shall take place on a date determined by the Purchaser upon at least ten (10) days prior notice to the Sellers; provided, however, in no event shall such date be later than July 15, 2006 (the “Closing Date”).

2.3Non-Assumption of Liabilities by Purchaser.  The Purchaser does not assume and shall not be liable for any of the debts, obligations, expenses, claims, liabilities or commitments, of any nature whatsoever (collectively, the “Obligations”) of any of the Sellers, whether arising prior to, on or after the Closing, including, but not limited to Obligations arising from or related to the Sellers’ ownership and/or operation of the Acquired Assets, the Premises and/or any of the Businesses.  Each of the Sellers agrees that all Obligations (other than Obligations under the Assumed Contracts that accrue after the Closing) which arise and/or accrue after the Closing, shall remain the obligations of the Sellers, as applicable.  The Sellers jointly, severally, and in solido, do hereby indemnify, defend and hold Purchaser harmless from and against any and all claims, losses, expenses, damages or liabilities asserted against or suffered by Purchaser (including reasonable attorneys’ fees and costs) arising out of or resulting from the Obligations, except for Obligations arising under the Assumed Contracts that accrue after the Closing.

2.4Release of Interests.  As of the Closing, each of the Sellers agrees and does hereby, for themselves, their owners, shareholders, members, directors, officers, employees and agents, release any and all interests any of them may have in the Acquired Assets and/or the Premises or the operation of any of the Businesses, and each of them shall deliver to the Escrow Agent at Closing such documents and instruments as may be reasonably acceptable to the Purchaser and its counsel evidencing said releases.

2.5Release of Funds.

(a)Upon completion of the transfers and deliveries described in Sections 2.1, 2.2,  2.3, and 2.4 above and completion of the requirements of Section 10, the Escrow Agent shall deliver the Purchase Price as directed on the Settlement Statements.  Any fees charged by the Escrow Agent for its services hereunder shall be shared equally between the Purchaser and Sellers, with the Purchaser paying one-half (1/2) of such fees and the Sellers being jointly and severally responsible for the remaining one-half (1/2) of such fees.

(b)Notwithstanding the foregoing, the parties agree that this Agreement and the Closing Date shall be subject to the following suspensive conditions: the date of the receipt by the Purchaser of the funds from any financing being used to purchase the Acquired Assets, including, but not limited to, any publicly traded debentures (the “Funds”).  If the Funds have not been received as of the Closing Date,

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the Closing Date shall be extended from day to day for no more than thirty (30) Business Days until the third (3^rd) day following the date each suspensive condition is satisfied or waived.  In such an event, the Sellers shall continue to operate the Businesses and the gaming and other operations thereof in accordance with the requirements of this Agreement.  Notwithstanding the foregoing, nothing contained in this paragraph shall delay the Closing for more than thirty (30) Business Days, after which time this Agreement shall be deemed terminated.

Section 3.Due Diligence.  Beginning on the Agreement Date and continuing to and including the Closing Date, Purchaser shall have the right to perform the following due diligence pursuant to the terms and conditions hereof.

3.1General Testing and Inspections.

(a)Following the Agreement Date, Purchaser shall have the right to conduct such engineering, environmental, general business and feasibility studies inspections, reviews, testing and audits of the Acquired Assets, the Premises and the Businesses and their assets, liabilities, operations (including gaming operations and records), financial performance and affairs as Purchaser deems necessary, including soil tests, borings, drainage tests and similar tests on any land or improvement owned by the Sellers and used in the Businesses, and audits and reviews of all of the Business’s or Sellers’ financial and business records, operations, documents and instruments.  Such studies shall be conducted by Purchaser and its agents at the Purchaser’s sole cost and expense.

(b)Subject to reasonable advance notice, the Sellers agree to allow Purchaser and/or its agents access to all assets, records, documents and instruments of the Businesses or the Acquired Assets to conduct such studies inspections, reviews, testing and audits, provided such access shall not unreasonably interfere with the activities of the Sellers.  Purchaser shall save, defend, indemnify and hold the Sellers harmless from and against all claims, lawsuits, judgments, losses, liabilities or expenses of any kind or nature which may be asserted against or incurred by the Sellers as the result of the examination, tests, audits or studies of the Acquired Assets, the Premises or the Businesses by the Purchaser or any of its manager’s, members, employees, agents, contractors or designees (excluding the discovery of any preexisting condition on the Premises).

3.2Zoning.  Prior to Closing, Purchaser shall have confirmed that each of the Premises and the current and intended uses of each thereof will be in compliance, as of the Closing Date, with all applicable building and zoning codes and any restrictions unique thereto.

3.3Title Commitment; Defects.

(a)Within thirty (30) Business Days following the Agreement Date, the Purchaser shall cause the Title Company to issue and deliver its commitment (the “Commitment”) for issuance of an ALTA Owners Fee Policy (Form B - revised 10-17-70) of title insurance covering each of the Premises in the full amount of the Purchase Price with values allocated per Premises as determined by Purchaser, which Commitment shall show insurable fee title to each of the Premises to be vested in one or more of Sellers, subject only to the Permitted Encumbrances.  Copies of the Commitment together with copies of each document affecting title to any of the Premises referenced therein, except for monetary encumbrances which are to be released at Closing, shall be delivered to Purchaser by the Title Company.  The cost and expense of the Commitment, the Title Policy and any premiums associated therewith shall be borne solely by the Purchaser.

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(b)Purchaser shall notify the Sellers of Purchaser’s disapproval of any matter contained in the Title Evidence within twenty (20) days following its receipt of all of the Title Evidence.  If the Title Evidence is not satisfactory to Purchaser (collectively, “Defects”), those Defects shall, as a condition to Purchaser’s obligations under this Agreement, be cured or removed from the Title Evidence within the earlier of: (i) thirty (30) days after notice to Sellers of the item of Title Evidence disclosing the Defects; or (ii) the Closing Date.  If Sellers elect not to cure and remove all Defects, this Agreement may be terminated, at Purchaser’s sole election, by written notice given to Seller within five (5) days after expiration of the period allowed for cure, in which event no party hereto shall have any further obligation to any other party hereunder except for Purchaser’s obligations under Section 3.1, and the deposit shall be returned to the Purchaser, or Purchaser may, at Purchaser’s sole election, waive such uncured Defects and proceed to close this transaction without off-set or deduction, in which case all uncured Defects that have been waived shall thereupon be deemed to be Permitted Encumbrances for all purposes under this Agreement.

(c)Notwithstanding any provision of this Agreement to the contrary, Sellers shall have the obligation, via payment through escrow on the Closing Date, to secure releases, discharges or satisfactions, or otherwise cure at no cost to Purchaser, any Defect which is a Lien for the payment of money only (except real estate and ad valorem taxes and assessments which shall be prorated in accordance with Section 10), including, without limitation, all mortgages, any Lien, Indebtedness or encumbrance which may be released or discharged by the payment of a definite sum of money or any exception to title which arose as the result of the act or violation of any of the Sellers or anyone claiming by, from, through or under any of the Sellers.

(d)It shall be a condition precedent to Purchaser’s obligation to consummate the transactions contemplated hereby that the Title Company can and will, upon filing the instruments for conveyance of record, issue its ALTA Owner’s Fee Policy (Form B revised 10-17-70) of title insurance (the “Title Policy”) in the full amount of the Purchase Price, at standard rates, insuring Purchaser’s  fee simple, title to each Premises subject only to the Permitted Encumbrances, and without the exception for certain of the standard printed exceptions (encroachments, tenants-in-possession, overlaps, boundary line dispute, or any other matters which would be disclosed by an accurate survey or inspection of each Premises, easements, servitudes or claims of easements or servitudes not shown by the public records, or any lien or right to a lien for services, labor or materials furnished to any of the Premises, imposed by law, and not shown by the public records), unless and except to the extent that any such matters included in the so-called standard printed exceptions have been approved or waived by Purchaser.  Each Seller with an interest in any of the Premises agrees to execute and deliver to the Title Company such affidavits and instruments as may be reasonably required to permit the Title Company to issue the Title Policy in the form required by this subsection and to provide a copy of such affidavits and instruments to Purchaser.

3.4Survey.  Within ten (10) days of the Agreement Date, the Sellers shall deliver to the Purchaser all surveys of each of the Premises in the possession of any of the Sellers, together with copies of all reports, documents, notices, citations or records of any type or form in the possession of any of the Sellers relating to or identifying:  (i) any physical deficiency in any of the Premises; (ii) any adverse effect on any of the Premises, including, but not limited to, any records, notices or citations relating to or concerning any aspect of the environmental condition of any of the Premises; or (iii) a change in the current zoning, accessibility, physical characteristics, insurability, damage, condemnation, takings of or to any portion of any of the Premises.  In addition, prior to the Closing Date, Purchaser may cause a registered surveyor or professional engineer to prepare surveys (collectively, the “Surveys”) in form sufficient to enable the Title Company to delete from the Title Policy the so-called standard exception for

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matters disclosed by an accurate survey.  A perimeter legal description of each of the Premises as prepared by such surveyor or engineer shall be used to describe the Premises in the acts of cash sale used at the Closing.  The cost and expense of such Surveys shall be borne by the Purchaser.  In the event the Surveys disclose any encroachments, overlaps, boundary line disputes or any other matter affecting title to any of the Premises or which violates any law, rule or regulation or is otherwise unacceptable to the Purchaser, such matter(s) shall be considered to be Defect(s) and the relative rights and obligations of the parties with respect thereto shall be governed by the provisions of Section 3.3 hereof.

3.5Environmental Matters.

(a)Within ten (10) days of the Agreement Date, Sellers shall deliver to Purchaser copies of all environmental inspections and/or audit reports obtained by or on behalf of any Seller from one or more third-party environmental evaluation and/or consulting firms with respect to each of the Premises.

(b)Purchaser, at its sole election, may cause an environmental evaluation and/or consulting firm (the “Consultant”) selected by Purchaser to conduct an environmental inspection and audit of the Premises (the “Audit”), including, but not limited to, a Phase I, II or III site assessment study.  The cost and expense of such Audit shall be borne by the Purchaser.  Purchaser and each Seller shall cooperate in an attempt to achieve the result that the Audit is performed as soon as practicable and is completed no later than sixty (60) days from the Agreement Date, and shall assist the Consultant in designing the parameters of the Audit which shall include without limitation a view of the Premises, inquiry into present and past uses of the Premises, review of records of the United States Environmental Protection Agency, the Louisiana Department of Environmental Quality, or other governmental entity having jurisdiction relating to environmental matters, field observations, determination of the integrity of any above-ground and underground storage or process tanks, and such additional investigation and testing as Purchaser and the Consultant shall agree are appropriate to determine if the Premises have been contaminated by, or contain any pollutant, industrial or other waste, or toxic or hazardous waste, substance or material, including, but not limited to, those defined, registered or listed as such pursuant to the Louisiana Revised Statutes, Comprehensive Environmental Response Compensation and Liability Act or the Toxic Substances Control Act and any lead paint, asbestos or asbestos-containing material (“environmental condition”).  In addition to providing any information reasonably requested by the Consultant, each Seller shall cooperate with Purchaser and the Consultant throughout the course of the Audit and shall cooperate in any other way reasonably requested by Purchaser or the Consultant.  Promptly upon completion of the Audit, the Consultant shall deliver a copy of the Audit to Purchaser and Sellers.

3.6Other Records and Documents.

(a)In addition to the foregoing, each of the Sellers, as applicable, agrees to deliver to the Purchaser, within twenty (20) days of the Agreement Date, a full and accurate list and a copy of each of the following to the extent such copies are in the possession or control of any of the Sellers:

(i)copies of any and all deeds, certificates of title, liens, encumbrances, deeds of trust, mortgages, judgments, rights-of-way or easements, servitudes, covenants, conditions or restrictions, other exceptions or matters relating to or affecting any real or personal property used in any of the Businesses;

(ii)all reciprocal easement/servitude agreements and similar agreements which are in

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effect with any other interested party with respect to any of the Premises or any of the Businesses;

(iii)copies of all certificates of occupancy, zoning variances, licenses, permits, authorizations and approvals relating to any of the Premises or any of the Businesses from any authority having jurisdiction over any of the Premises or any of the Businesses, together with any other notices and agreements related thereto, including, but not limited to, any and all gaming, occupational and liquor licenses and permits and renewals of the same or applications therefor;

(iv)to the extent not already required above, copies of any and all environmental permits, notices, demands, action letters, reports, assessments, audits, directives from any local, parish, state or federal agency, documentation of any environmental matter related to any of the Premises; identification of which portion of each of the Premises has ever been or is now being used for the storage, generation, treatment, manufacture, disposal or release of any “hazardous substance” as defined by the Comprehensive Environmental Response Compensation and Liability Act, identification of all waste disposal sites and the location of all underground storage tanks or lines, whether in use or abandoned; a summary of all environmental testing done by any of the Sellers or their lender(s); and identification of any event of non-compliance with any Environmental and Safety Requirements;

(v)copies of all real estate, personal property, fuel and ad valorem taxes, assessments, general and special, bills and returns, gaming and liquor license fees and renewals and any and all notices of delinquencies and assessments of the same for any of the Businesses received by any of the Sellers within the twenty-four (24) month period preceding the Agreement Date;

(vi)copies of any and all leases affecting any of the Premises or any of the Businesses in any manner;

(vii)copies of all fuel sales reports whether maintained for the sole use of any of the Businesses or submitted to any federal, state or local governmental agency and continuing for each calendar month following the Agreement Date to be delivered within five (5) days of the close of each calendar month;

(viii)copies of the Financial Statements (per calendar month) for each of the months commencing January 1, 2004 through the Agreement Date for each of the Businesses, showing the results of operation of every aspect of each of the Businesses and continuing for each calendar month following the Agreement Date to be delivered within ten (10) days of the close of each calendar month;

(ix)copies of any and all Contracts affecting any of the Premises or any of the Businesses in any manner; and

(x)all other documents and information under the control or possession of any of the Sellers and reasonably requested by the Purchaser.

Section 4.Termination.  Notwithstanding anything contained in this Agreement to the contrary and in addition to any other rights of termination of the Purchaser under this Agreement, if on or before the Closing Date any of the studies, Title Evidence, Survey, audits, reviews or other activities performed pursuant to Sections 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6, or any other information, however and whenever gathered or obtained (including information related to Purchaser’s financing), shall reveal information or conditions, unacceptable to the Purchaser, in its sole discretion, then Purchaser shall have the option to terminate this Agreement by giving written notice to the Sellers.  Upon the giving of such notice, this Agreement shall terminate and thereafter be null and void and of no further force and effect.

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Thereafter, no party hereto shall have any further obligations to any other party hereunder and the Deposit shall be returned to the Purchaser.

Section 5.Conditions Precedent.  Concurrently with the Closing and as a condition precedent thereto, Purchaser, or its designee, at its sole discretion, shall have entered into: (i) an Employment Agreement with Chad Tate, in a form mutually acceptable to both the Purchaser and Mr. Tate; and (ii) a deed restriction(s) covering the real property described therein, as shall be mutually agreeable to both the Sellers and the Purchaser.

Section 6.Representations and Warranties of the Sellers  As a material inducement to the Purchaser to enter into this Agreement and for Purchaser to purchase the Acquired Assets hereunder, each of the Sellers does hereby, jointly, severally and in solido represent and warrant to the Purchaser as follows:

6.1Organization, Power , Licenses and Capitalization

(a)Each of the Sellers is duly formed, validly existing and in good standing under the laws of the States of their respective formation and is qualified to do business in Louisiana and every other jurisdiction in which its ownership of property or the conduct of business requires it to qualify. Each of the Sellers possesses all requisite power and authority, and all licenses, permits and authorizations necessary, to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement.  None of the Sellers is in violation of any of the provisions of its organizational or governance documents.

(b)The Sellers, as applicable, own one hundred percent (100%) of all right, title and interest in and to the Acquired Assets, free and clear of any Liens, excepting only the Permitted Encumbrances, with full, valid, unencumbered organizational power and authority to convey the same.  There are no preemptive rights or rights of first refusal with respect to the transfer of any of the Acquired Assets.  The Acquired Assets are substantially all of the assets used in the operation of the Businesses.  No other assets are necessary or required to operate the Businesses, except those described on Schedule 6.1(b) hereto.

(c)Any individuals who have any spousal or dower rights in any of the Acquired Assets, the Premises or the Business, under any federal, state or local law, including, but not limited to, Louisiana Civil Code Article 2531, have joined in the execution of this Agreement and have consented to the transfers contemplated herein and upon such transfers shall have waived any and all interests, rights or titles they may have in and to the Acquired Assets, the Premises or the Business.

(d)The individuals signing this Agreement on behalf of another Person have been duly authorized and have full power and authority to bind the same.  The Individuals signing this Agreement on their own behalves are of full legal capacity and this Agreement upon such execution shall be fully enforceable against the same.

6.2Affiliates; Subsidiaries; Investments.  There are no Affiliates of the Sellers or other Persons which own, of record or beneficially, any direct or indirect equity, Investment or other interest or any right (contingent or otherwise) to acquire the same, or in which the Sellers otherwise participate, which would have any interest in the Businesses, the Premises or the Acquired Assets following the Closing, excepting only the  interests of the respective counterparties under the Assumed Contracts.

6.3Authorization; No Breach.  The execution, delivery and performance of this Agreement

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and all other agreements, instruments and transactions contemplated hereby and thereby to which any of the Sellers is a party have been duly authorized by all requisite organizational approvals.  This Agreement and all other agreements and instruments contemplated hereby to which any of the Sellers is a party each constitutes a valid and binding obligation of each such Seller enforceable against each Seller in accordance with its terms.  None of the Sellers, as of the Agreement Date, is the subject of any federal, state or local bankruptcy or reorganization proceedings or actions.  Assuming the payment of all Liens by the Sellers at the Closing, the execution and delivery by each of the Sellers of this Agreement and all other agreements and instruments contemplated hereby to which any of the Sellers is a party, the offering and sale of the Acquired Assets hereunder and the fulfillment of and compliance with the respective terms hereof by each of the Sellers does not and shall not: (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien or Indebtedness upon the Acquired Assets or the Premises pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any third party, court or administrative or governmental body or agency pursuant to, the organizational or governance documents of any of the Sellers that is an entity, or any law, statute, rule or regulation to which any of the Sellers is subject or any agreement, instrument, order, judgment or decree to which any of the Sellers or their respective assets are subject, other than: (a) appropriate notifications to the Louisiana State Police and Louisiana gaming authorities of the consummation of the transfers contemplated by this Agreement;  (b) appropriate licensure and/or findings of suitability of the transferee of the Listed Devices by the Louisiana Gaming Control Board; and (c) appropriate consents by the counter parties to the Assumed Contracts.

6.4Closing Reports and Absence of Liabilities.

(a)The Closing Reports, attached hereto as Schedule 6.4(a) are: (i) true, accurate and complete; (ii) contain the same information as has been actually filed with the Louisiana State Police; and (iii) are (or, in the case of recent Closing Reports that have not yet been posted, will be when posted in the normal course of business) reflected in the books and records of the applicable Sellers, and fairly and accurately present the financial condition of the Businesses as of the dates thereof.  The Closing Reports shall be updated on and as of the Closing Date and shall be true, accurate and complete and consistent with any and all filings with any federal, state or local authorities or agencies as of the most recent reporting date prior to the Closing Date.

(b)None of the Sellers has:

(i)any liabilities or Indebtedness (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) which will remain a Lien upon any of the Businesses or any of the Acquired Assets following the Closing hereof, nor which will become a liability or obligation of the Purchaser on or after the Closing, other than the Assumed Contracts; or

(ii)made any Capital Expenditures for which any of the Businesses or any of the Acquired Assets shall retain any liability or obligation, in any form, after the Closing Date; or

(iii)issued: (a) any notes, bonds or other debt securities which will remain or become an obligation of any of the Acquired Assets, any of the Businesses or the Purchaser on or after the Closing Date, or (b) any shareholder/partner/owner/member interests or other equity securities, membership interests, partnership interests or any securities convertible, exchangeable or

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exercisable into any ownership interests in any of the Acquired Assets or any Business; or

(iv)made any loans or advances to, guarantees for the benefit of, or any Investments in any of the Businesses or any of the Acquired Assets, that will remain a Lien upon or an obligation of any of the Businesses or any of the Acquired Assets after the Closing Date; or

(v)any knowledge of or caused any of the Businesses or any of the Acquired Assets to suffer any damage, destruction or casualty loss which has had or may in the future have a Material Adverse Effect, whether or not covered by insurance.

6.5No Adverse Change.  Except as set forth on Schedule 6.5, from January 1, 2004 to and through the Agreement Date, there has not been any Material Adverse Change in the operating results, operations, condition (financial or otherwise), prospects, employee relations or customer or supplier relations of any of the Businesses or any of the Acquired Assets, as applicable.  From the Agreement Date to and through the Closing Date, the Sellers shall promptly give Purchaser notice of any Material Adverse Change in the operating results, operations, condition (financial or otherwise), prospects, employee relations or customer or supplier relations of any of the Businesses or any of the Acquired Assets, as applicable.

(a)           Absence of Undisclosed Liabilities.  No Seller nor any Affiliate has any obligation or liability related to any of the Businesses or the Acquired Assets (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing, other than liabilities set forth on the Closing Reports.

(b)Business Property.  The Sellers, as applicable, have good, valid and marketable title to all Acquired Assets, including personal property, interests in properties and assets, owned, licensed or leased by them, free and clear of any Lien other than Permitted Encumbrances, and have full power and authority to convey and transfer same.  The Premises shall constitute all of the real property and improvements used in or necessary for the operations of any of the Businesses as of the Closing Date.

6.6Tax Matters.  Subject to the undertakings described in Section 10(i) below, the Purchaser shall have no liability for or exposure to any Taxes arising from the operation(s) of any of the Businesses or the Acquired Assets prior to the Closing Date.  All necessary and required Tax Returns have been or will be timely filed and are correct in all material respects as to the amount of tax owed and have been prepared in compliance with all applicable laws and regulations in all respects; each of the Sellers has paid all Taxes due and owing by any of them (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authority all Taxes which it or they are required to withhold from amounts paid or owing to any employee, member, owner, creditor or other third party; none of the Sellers has waived any statute of limitations or prescriptive period with respect to any Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency; as of the Agreement Date, no foreign, federal, state, parish or local tax audits or administrative or judicial proceedings relating to Taxes are pending or being conducted with respect to any of the Businesses or any of the Acquired Assets; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority and no written notice indicating an intent to open an audit or other review has been received by any of the Sellers from any foreign, federal, state, parish or local taxing authority.  Upon consummation of the transactions contemplated in this Agreement, all Taxes arising from or related to any of the Acquired Assets and arising or accruing after the Closing Date shall be the sole

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responsibility of the Purchaser.

6.7Contracts and Commitments.

(a)To the knowledge of each of the Sellers and except as listed on Schedule 6.7(a), there are no agreements, contracts, leases, licenses, commitments or instruments (including any and all amendments thereto) (collectively, the “Contracts”) to which any of the Businesses are a party or by which any of the Businesses or any of the Acquired Assets are bound or subject.

(b)Each of the Sellers agree to execute and deliver on the Closing Date such documents and instruments as are necessary and reasonably acceptable to the Purchaser and Purchaser’s counsel to completely transfer, set-over and assign to the Purchaser those Contracts and only those Contracts listed on Schedule 6.7(b) (the “Assumed Contracts”).   Except as otherwise expressly noted on Schedule 6.7(b), each Assumed Contract listed on Schedule 6.7(b) is in full force and effect and constitutes a legal, valid and binding obligation of each of the Businesses, assignable to the Purchaser hereunder upon Purchaser’s written consent to assume the same.  Except as otherwise expressly noted on Schedule 6.7(b), no such Contract is in default or breach (with or without the giving of notice or the passage of time or both) and no other party thereto is in material default or breach of any such Contracts and the Seller under each such Contract is or will be as of the Closing Date timely in its payments of any and all sums due under each such Contract.

6.8Litigation.

(a)Except as set forth on Schedule 6.8, there are no actions, suits, proceedings, orders, investigations or claims pending or, to the knowledge of any of the Sellers, threatened against or affecting any of the Businesses or any of the Acquired Assets or pending or threatened by any of the Sellers against any third party, at law or in equity, and affecting in any manner any of the Businesses or any of the Acquired Assets or the prospects thereof, before or by any federal, foreign, state, parish or local court, governmental department, commission, board, bureau, agency or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement).  Except as set forth on Schedule 6.8, none of the Sellers nor any of their respective Affiliates involved in the operation of any of the Businesses, are subject to any arbitration proceedings or any governmental investigations or inquiries by any governmental entity in the State of Louisiana (including inquiries as to the qualification to hold or receive any license or permit, including, but not limited to, the right to have Devices, to sell liquor and/or sell or store petroleum products or by-products); and, to the knowledge of each of the Sellers, there is no basis for any of the foregoing other than the items described on Schedule 6.8.  None of the Sellers nor any of their respective Affiliates is subject to any judgment, order or decree of any court or other governmental agency, and none has received any written opinion or memorandum from legal counsel to the effect that it or they are exposed, from a legal standpoint, to any liability which may involve or be related, in any manner, to any of the Businesses or any of the Acquired Assets.

(b)The Sellers do, jointly and severally, hereby indemnify, defend and hold harmless the Purchaser, and its owners, shareholders, members, directors, managers, officers, employees, agents, successors and assigns, from and against any and all expenses, claims, fees, fines, damages or losses, including reasonable attorney’s fees, which the Purchaser may suffer as a result of any litigation matter, claim, investigation or choses in action existing or accruing as of the Closing Date (whether or not set forth on Schedule 6.8) or arising or filed at anytime and related, in any manner, to the operation of the Businesses or ownership of the Acquired Assets by the Sellers (each, a “Litigation Matter”).  Purchaser shall have the right, at its sole election, to participate in the defense of any Litigation Matter, including,

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but not limited to, requiring the defense to be conducted by legal counsel of its choice.

6.9Brokerage.  There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement binding upon any of the Sellers.

6.10Insurance.

(a)All assets, properties and risks of each of the Businesses and the Acquired Assets are, and for the period of their operation and/ownership by any of the Sellers have been, covered by valid and currently effective insurance policies or binders of insurance (including general liability and property insurance) issued in favor of the applicable Sellers, in each case with responsible insurance companies, in such types and amounts and covering such risks as are consistent with customary practices and standards of companies engaged in businesses and operations similar to those of the Businesses and, except to the extent such coverage is terminated prior to midnight on the Closing Date as a result of one or more of the transfers of tangible property to the Purchaser on the Closing Date contemplated by this Agreement, such coverage shall continue through midnight of the Closing Date.  No policies of insurance shall be assigned to the Purchaser, nor continued after midnight of the Closing Date by any of the Sellers.  All refunds or costs associated with the cancellation of such policies shall be the sole asset of and responsibility of the applicable Seller entitled to receive same.

(b)In the event that any of the Acquired Assets or any portion of the Businesses are damaged or otherwise the subject of a casualty or condemnation prior to the time the relevant Acquired Assets or Business is transferred to Purchaser on the Closing Date, and the reduction in the fair market value of any individual Acquired Asset or any individual Business as a result of the casualty or condemnation exceeds Two Million and 00/100 Dollars ($2,000,000.00), then either the Purchaser or Sellers shall have, in their sole, independent discretion, the right to terminate this Agreement.  If the reduction in the fair market value as a result of any casualty or condemnation is less than Two Million and 00/100 Dollars ($2,000,000.00) only the Purchaser shall have the right to elect to terminate this Agreement upon written notice to the Sellers.  If following a condemnation or casualty that occurs prior to the time the relevant Acquired Asset or Business is transferred to Purchaser on the Closing Date, neither party elects to terminate this Agreement then Purchaser shall proceed to close without any reduction in the Purchase Price and any and all insurance proceeds and the right to contest or make a claim for the same shall become the property of the Purchaser on the Closing Date and the applicable Sellers shall not have any right, title or interest in or to the same and do hereby relinquish any and all interest therein; provided, however, each of the foregoing shall fully cooperate in assigning and securing, notwithstanding anything to the contrary contained in this Agreement, any and all insurance proceeds on behalf of the Purchaser.  In the event Purchaser or the applicable Seller shall elect to terminate this Agreement pursuant to this Section 6.10(b), this Agreement shall thereafter be null and void and of no further force and effect and no party hereto shall have any further obligation or liability hereunder and the deposit shall be returned to the Purchaser.

6.11Transactions with Affiliates.  Except as disclosed on Schedule 6.11 or as otherwise provided for herein, none of the Businesses have any outstanding contracts, agreements, loans, obligations, debts or other legally binding arrangement with any of the Sellers or any of their respective Affiliates that will survive the Closing.

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6.12Employees, Officer and Directors.

(a)None of the Sellers, on behalf of any of the Businesses, have ever maintained or contributed to, any employee benefit plan (as defined in Section 3(3) of ERISA) or any bonus, incentive, retirement, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, or any termination, severance or other contracts or agreements relating to employees.  No Seller has any employment agreements other than oral at-will employment agreements, and there exists no employee benefit plan for which the Sellers could incur liability on behalf of any of the Businesses under Section 4069 of ERISA in the event such plan has been or were to be terminated.  Any employee of any of the Businesses may be terminated without cause at any time for any lawful reason without obligation on the part of any of the Sellers to make any payment therefor.

(b)Nothing contained in this Agreement shall prohibit the Purchaser, or its designee, from entering into an employment relationship under such terms and conditions as are acceptable to the Purchaser, with any employee, manager or agent of any of the Businesses.

(c)The Feliciana Business, as of the Agreement Date, has approximately Twenty-Seven (27) employees.

(d)The Forest Gold Business, as of the Agreement Date, has approximately Twenty-One (21) employees.

(e)The St. Helena Business, as of the Agreement Date, has approximately Twelve (12) employees.

6.13Labor Matters.  Except as set forth in Schedule 6.13, one or more of the Sellers employ all personnel working at any of the Premises or in any of the Businesses conducted from any of the Premises and none of the foregoing is a party to any collective bargaining or other labor union contract applicable to persons employed for the benefit of any of the Businesses, and no collective bargaining agreement is being negotiated by any of the Sellers.  None of the Sellers or their Affiliates have knowledge of any activities or proceedings (a) involving any unorganized employees of any of the Businesses seeking to certify a collective bargaining unit or (b) of any labor union to organize any of the employees of any of the Businesses.  There is no labor dispute, strike or work stoppage against any of the Sellers affecting or threatening to affect any of the Businesses pending or threatened which may interfere with the operation of any of the Premises or any of the Businesses.

6.14Compliance with Laws.

(a)To the Sellers’ knowledge, each of the Sellers as of the Agreement Date are in material compliance (provided the lack of any compliance will not have a Material Adverse Effect on any of the Businesses or any of the Acquired Assets) with all applicable federal, state and local statutes, ordinances, rules, regulations, permits, consents, licenses, orders or other authorizations governing or related to the Acquired Assets, Premises or the Businesses and the liquor and gaming related activities of the respective Businesses, including, but not limited to, the Liquor and Gaming Laws of the State of Louisiana, as amended, and the rules and regulations promulgated thereunder, and as of the Agreement Date, no Seller has received any notice, demand, complaint or order from any governmental authority asserting that a license of or related to any of the Businesses should be revoked, suspended, not issued or issued with qualifications, or that they or any of the Businesses are not in full compliance with the same.  Each Seller, as applicable, both as of the Agreement Date and as of the Closing Date shall have a validly issued Establishment License and/or Device Owner’s license, as required under the Louisiana Liquor and

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Gaming Laws permitting the operation of the Devices at each of the respective Premises and such licenses are not subject to any investigation or notice of investigation, suspension or revocation from any state, federal, local or parish agency or authority.

(b)Except as disclosed in Schedule 6.8, to the knowledge of each Seller, there is no investigation or review of any of the Acquired Assets or any of the Businesses now underway or threatened by any governmental office, agency, officer or authority, including, without limitation, any investigation or review by any gaming or liquor authority, nor has any of the foregoing indicated an intention to conduct the same.

6.15Environmental and Safety Matters.  Except as set forth on Schedule 6.15, with respect to the Businesses, the Premises and the Acquired Assets:

(a)the Sellers, and their Affiliates, as applicable, have complied and are in material compliance, in all respects (provided the lack of any compliance will not have or have had a Material Adverse Effect on the Business or the Acquired Assets), with all Environmental and Safety Requirements;

(b)without limiting the generality of the foregoing, each of the Sellers and any of their Affiliates have obtained and complied with, and are in material compliance, in all respects (provided the lack of any compliance will not have or have had a Material Adverse Effect on the Businesses or the Acquired Assets), with all permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of any of the Premises and the operation of the Businesses, including, but not limited to, the sale and storage of fuel and fuel oil; a list of all such permits, licenses and other authorizations is set forth on Schedule 6.15;

(c)neither Sellers, nor any of their Affiliates have received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of the Businesses, the Premises or any Acquired Asset arising under Environmental and Safety Requirements;

(d)none of the following exists at any of the Premises:  (i) asbestos-containing material in any form or condition; (ii) materials or equipment containing polychlorinated biphenyls; or (iii) landfills, surface impoundments (i.e. ground disposals areas, covered or uncovered, in which trash or any other materials are stored or disposed of) or similar disposal areas;

(e)none of the Sellers nor any of their Affiliates have caused, will not knowingly cause, and there has not occurred during the time the Sellers have owned or operated any of the Premises, any of the Acquired Assets or the Businesses, the release of any “hazardous substance” on the Premises as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended;

(f)none of the Sellers nor any of their Affiliates has, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements; and

(g)Schedule 6.15 is a full, complete and accurate list of all Underground Storage and Aboveground Storage Tanks (UST’s and AST’s, respectively) on the Premises, each of which is now and has at all times prior hereto been operated and maintained in full compliance with all applicable

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Environmental and Safety requirements.

6.16Governmental Authorizations.  Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, that is required in connection with the valid execution, delivery, acceptance and performance by each of the Sellers under this Agreement or the consummation by each of the Sellers of any of the transactions contemplated hereby has been or will be completed, made or obtained on or before the Closing Date.

6.17Premises.  Except as disclosed in Schedule 6.17, to the knowledge of each of the Sellers, there is not now pending nor threatened: (a) any litigation or proceeding to take all or any portion of any of the Premises by condemnation or eminent domain; (b) any street widening or changes in any highway or traffic lanes or patterns in the immediate vicinity of any of the Premises; or (c) other change or modification by a state, local or federal authority or agency which would adversely affect any of the Premises, any of the Businesses or any of the Acquired Assets.  Further, to the knowledge of each of the Sellers: (i) each of the Premises is connected to and serviced by adequate water, gas, sewage disposal and electric facilities, including, without limitation, wells and on site sewage treatment facilities as applicable; (ii) all material systems of each of the Premises, including, but not limited to, heating, ventilation, air conditioning, electrical, plumbing, roofs, etc., are in good operating condition, subject to reasonable and ordinary wear and tear; and (iii) each of the Premises and all improvements located thereon were in full compliance with building and zoning laws at the time the improvements were built; provided, however, no Seller has any knowledge of any current violation by any of the Premises or any of the Businesses of any current building or zoning laws.

6.18Disclosure.  Neither this Agreement, nor any of the exhibits, schedules, attachments, written statements, documents, certificates, reports or other items prepared or supplied to the Purchaser by or on behalf of the Sellers or any of their Affiliates with respect to the transactions contemplated hereby contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein not misleading.

6.19Operations.

(a)Each of the Sellers shall, after the Agreement Date, maintain sufficient inventories of fuel, food and convenience-type items as are appropriate for the nature and scope of their respective operations; provided, however, in no event, including as of the Closing Date, shall the amount of the inventory of any of the Businesses, for any item of inventory, including, but not limited to fuel, food or convenience items, be less than the average amount of such inventory for the last twelve (12) calendar months.

(b)All Devices currently placed in the Premises are owned by Seabuckle.  The Sellers acknowledge and agree that neither the Businesses, the Acquired Assets nor the Purchaser or its designees shall have any liability or obligation under any lease or placement agreement regarding the Devices after the Closing, including any liability for any defaults which may have existed under the same at the time of Closing.  The Sellers agree, as a part of the Closing, to timely request a coordinated transfer of the Listed Devices from the Louisiana gaming regulatory authorities and to cooperate, both at the Closing and thereafter, in the transfer of said Listed Devices and to timely provide all documentation and information as shall be necessary to assist in the orderly, timely and proper transfer of the Listed Devices at the Premises, including timely providing such information and documentation as is necessary to ensure that the Listed Devices remain available for play by the general public at all times during the transfer of the

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Listed Devices, which transfer and the obligations herein related thereto, shall be completed upon the transfer of the Listed Devices by the Louisiana State Police from the applicable Seller to Southern Trading Corporation.  Concurrently herewith, each of Sellers agree to execute a purchase agreement with Southern Trading Corporation, a Louisiana corporation, or any other designee of the Purchaser who is also a holder of a valid Louisiana device owner’s license, under which all of the interest of Sellers in the Listed Devices shall be transferred to Southern Trading Corporation, or such designee, for a total consideration equal to One and 00/100 Dollar ($1.00) per Listed Device, which total amount shall be allocated as a part of the Purchase Price hereunder and shall be paid by Southern Trading Corporation; provided, however, in no event shall the combined amounts paid by Southern Trading Corporation for the Listed Devices and the sums otherwise paid by Purchaser hereunder exceed the Purchase Price.

(c)The amount and type of fuel sales at each of the Premises, at all times for the last twelve (12) months, have been sufficient to qualify each of the Premises, pursuant to the Liquor and Gaming Laws of the State of Louisiana, as a truck stop facility approved to operate: (i) 50 Devices at the Feliciana Premises; (ii) 50 Devices at the Forest Gold Premises; and (iii) 50 Devices at the St. Helena Premises, respectively.  None of the Sellers have any knowledge of any information that would lead any party to reasonably anticipate any change in the foreseeable future in the level and type of fuel sales at any of the Premises.  Not more than one percent (1%) of all fuel sales at any of the Premises during any twelve (12) month period were made to any of the Sellers or any of their respective Affiliates.

6.20Certain Payments.  To the knowledge of the Sellers, no officer, director, employee or agent of any of the Businesses, and none of the Sellers or any of their respective Affiliates, nor any other Person acting with or on behalf of any of the Businesses, have directly or indirectly (a) offered, agreed to make or made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services (i) to obtain favorable treatment in securing business, permits or licenses, (ii) to pay for favorable treatment for business, permits or licenses secured, (iii) to obtain any special concessions or for special concessions already obtained or (iv) in violation of any legal requirement or (b) established or maintained any fund or asset related to the Businesses or their operations that has not been reflected on the books and in the accounts and records of one or more of the Sellers, as applicable.

6.21Interest in Competitors, Suppliers and Customers.  Except as set forth on Schedule 6.21, none of the Sellers nor any of their respective Affiliates have any ownership interest in any supplier or customer of any of the Businesses.  Except as set forth on Schedule 6.21, none of the Sellers nor any of their respective Affiliates have any ownership interest in any competitor of any of the Businesses whose operations are located within a twenty (20) mile radius of any of the Premises.

6.22No-Shop.  Sellers, for themselves and for any Affiliates, agree that until the termination or expiration of this Agreement, neither they nor any of their Affiliates shall enter into any agreements nor have discussions with any third parties for the sale of the Acquired Assets or the Businesses or any rights of first refusal or options to acquire the same in any form whatsoever.  Sellers acknowledge for themselves and for their Affiliates during the term of this Agreement, Purchaser shall have the sole and exclusive right to purchase the Acquired Assets.

6.23Representations and Warranties of the Purchaser.  As a material inducement to the Sellers to enter into this Agreement and consummate the transactions contemplated hereby, the Purchaser represents and warrants to each of the Sellers as follows:

(a)Purchaser is duly formed, validly existing and in full force and effect under the laws of

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the State of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of business requires it to qualify.  Purchaser possesses all requisite power and authority, and all licenses, permits and authorizations necessary, to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted (except for those licenses and permits for which application cannot be made until after the Closing) and to carry out the transactions contemplated by this Agreement.  Purchaser is not in violation of any of the provisions of its Articles of Incorporation or By-laws.

(b)The execution, delivery and performance of this Agreement and all other agreements, instruments and transactions contemplated hereby and thereby to which the Purchaser is a party have been duly authorized by all requisite corporate approvals.  This Agreement and all other agreements and instruments contemplated hereby to which the Purchaser is a party each constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms.  The Purchaser, as of the Agreement Date, is not the subject of any federal, state or local bankruptcy or reorganization proceedings or actions.  The execution and delivery by the Purchaser of this Agreement and all other agreements and instruments contemplated hereby to which the Purchaser is a party, the purchase of the Acquired Assets hereunder and the fulfillment of and compliance with the respective terms hereof by the Purchaser, does not and shall not: (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, the Articles of Incorporation or By-laws of the Purchaser or any organizational document of Southern Trading Corporation, or any law, statute, rule or regulation to which the Purchaser or Southern Trading Corporation is subject.

Section 7.Conditions Precedent.

7.1Conditions to the Purchaser’s Obligations.  The obligation of the Purchaser to purchase the Acquired Assets shall  be expressly subject to the satisfaction and fulfillment, at or before the Closing, of each of the following conditions precedent and any other such conditions stated elsewhere in this Agreement:

(a)Prohibition.  There shall have been no order or preliminary or permanent injunction, action or lawsuit entered, pending or threatened in any action or proceeding before any United States federal or state court, or any foreign court, of competent jurisdiction or governmental authority (which has jurisdiction over the enforcement of any applicable laws) enjoining, in whole or in part, the current operations of any of the Businesses, making illegal or prohibiting the consummation of the transactions hereunder, including the transfer of the Acquired Assets and the operation of Devices on each of the Premises.

(b)Contracts.  At or prior to Closing, Purchaser or its designees shall have assumed or entered into the contracts described in Section 5 above.

(c)Representations True.  The representations and warranties of each of the Sellers set forth in this Agreement and the Exhibits, Schedules and attachments hereto, and the written statements, documents, certificates, Closing Reports or other items prepared or supplied to the Purchaser by or on behalf of any of the Sellers, shall be true and correct in all respects on the Closing Date with the same effect as though all such items had been made on and as of such date, and each of the Sellers shall deliver to the Purchaser a certificate certified by such Seller, certifying such or identifying any changes as of the Closing Date (the “Closing Certificate”), which shall certify as follows:

(1)There has been no Material Adverse Change in the operating results, operations,

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conditions (financial or otherwise), prospects, employees relations or customer or supplier relations of any of the Businesses, the Premises or any of the Acquired Assets from the Agreement Date through the Closing Date.

(2)As of the Closing Date each Seller has a validly issued Establishment License permitting the operation of the Listed Devices at their respective Premises and each such Establishment License is not, as of the Closing Date, the subject of any investigation or notice of investigation, suspension or revocation from any state, federal, local or parish agency or authority.

(3)From the Agreement Date through the Closing Date, the Businesses and the Acquired Assets, including, but not limited to, the fuel and gaming activities conducted in any thereof, have been operated as are necessary to preserve, protect and provide maintenance for the Acquired Assets to the extent required to keep the Acquired Assets operational and the Sellers, as applicable, have maintained sufficient inventories of fuel, food and convenience-type items as are appropriate for the nature and scope of their respective operations and required under this Agreement.

(4)Each of the Sellers, as of the Closing Date, is in material compliance (provided the lack of any compliance will not have a Material Adverse Effect on any of the Businesses or any of the Acquired Assets) with all applicable federal, state and local statutes, ordinances, rules, regulations, permits, consents, licenses, orders or other authorizations governing or related to the Acquired Assets or any of the Businesses and the liquor and gaming related activities of each of the Businesses, including, but not limited to, the Liquor and Gaming Laws of the State of Louisiana, as amended, and the rules and regulations promulgated thereunder, and as of the Closing Date, no Seller, or any of their respective Affiliates, has received any notice, demand, complaint or order from any governmental authority asserting that a license of or related to any of the Businesses should be revoked, suspended, not issued or issued with qualifications, or that they or any of the Businesses are not in full compliance with the same.

(5)All representations and warranties of any Seller remain true, accurate and complete and do not fail to include any information to prevent any such statement from being untrue or misleading.

(d)Good Standing Certificate.  The Purchaser shall have received a good standing certificate for each of the Sellers, dated within thirty (30) days prior to the Closing Date.

(e)Condition of Assets.  Each of the Acquired Assets shall be in good physical and operating condition, excepting normal wear and tear only, as existed on the Agreement Date.  No damage or casualty shall have occurred to the Acquired Assets, Devices or operations of the Businesses prior to the Closing Date.

(f)No Material Adverse Change.  There shall be no Material Adverse Change in the operating results, operations, condition (financial or otherwise), prospects, employee relations or customer or supplier relations of any of the Businesses, the Premises or the Acquired Assets, as applicable.

(h)Additional Documents.  The Purchaser shall have received from the Sellers, as appropriate, each of the instruments and other documents referred to elsewhere in this Agreement.

(i)Assumed Contract Consents.  The Purchaser shall have received the consent(s) of the counter parties under the leases and/or contracts identified on Schedule 6.7(b).

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(j)Resolutions.  Resolutions for each of the Sellers, signed by all of their respective shareholders, members and partners approving and authorizing the transactions contemplated herein (collectively, “Resolutions”).

(k)Legal Opinion.  The Purchaser shall have received a legal opinion substantially in the form of Exhibit F-1.

If any of the foregoing conditions are not satisfied on or prior to the Closing Date for a reason other than a default under this Agreement by the Purchaser, the Purchaser shall give the Sellers written notice that the foregoing conditions are not satisfied and the Purchaser may terminate this Agreement, which termination shall be effective as to all parties hereto and upon which the Deposit shall be returned to the Purchaser.

7.2Conditions to the Obligations of Sellers.  The obligation of the Sellers to sell the Acquired Assets to the Purchaser shall be subject to the satisfaction and fulfillment, at or before the Closing, of the following conditions precedent:

(a)Prohibition.  There shall have been no order or preliminary or permanent injunction, lawsuit or action entered, pending or threatened in any action or proceeding before any United States federal or state court, or any foreign court, of competent jurisdiction or governmental authority (which has jurisdiction over the enforcement of any applicable laws) making illegal or prohibiting the consummation of the transactions hereunder, including the transfer of the Acquired Assets or the operation of Devices on any of the Premises;

(b)Purchase Price.  Purchaser has timely delivered or caused to be delivered the cash portion of the Purchase Price, the Promissory Notes, the Mortgages, the Guaranty (and the Letter of Credit referenced therein) to the Escrow Agent;

(c)Performance.  Purchaser shall have performed all obligations and complied with all agreements and covenants required hereunder to be performed by it on or before the Closing Date;

(d)Representation and Warranties.  Purchaser’s representations and warranties contained herein and in any documents furnished to any of the Sellers on or prior to the Closing Date shall be true and correct in all respects as of the Closing Date; and

(e)Legal Opinion.  The Sellers shall have received a legal opinion substantially in the form of Exhibit F-2.

Section 8.Management Employees.

(a)Sellers, as applicable, agree for themselves and their Affiliates, as applicable, to use their reasonable best efforts to cause any employees currently employed at or in support of any of the Businesses or whose efforts and knowledge are utilized in the operation of any of the Businesses and are identified by the Purchaser prior to Closing as management employees (“Management Employees”) to remain in their positions as of the Closing, as employees of the Purchaser, for a period not to exceed six (6) months after the Closing Date (the “Management Period”).  Purchaser acknowledges that there are no employment contracts other than oral “at will” employment contracts with any employee of any of the Businesses and, therefore, none of the Sellers can nor do they hereby guarantee that any Management

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Employees will remain with any of the Businesses throughout the Management Period.

(b)During the Management Period, all Management Employees shall be under the direct supervision and control of the Purchaser and its agents.  The Purchaser retains, at all times during the Management Period, the right to dismiss, with or without cause, any Management Employee, without penalty, or to reassign any duties, tasks or the location of employment of any Management Employee.

Section 9.Non-Solicitation.

(a)Notwithstanding anything contained in this Agreement to the contrary, each of the Sellers for themselves and their Affiliates, agrees for a period of three (3) years following the Closing and as partial consideration for the Purchase Price, that neither they, nor their Affiliates, shall employ, solicit for employment or induce to leave their employment, any employee of the Purchaser or of any of the Businesses, nor any Management Employee who may be permanently hired by the Purchaser or Southern Trading Corporation.

(b)Nothing contained in this Section is intended nor shall it be construed as prohibiting any party from running “help wanted” ads or other general solicitations for employees in and around the State of  Louisiana or from hiring respondents to such general solicitations, regardless of whether such respondents are or have been employed by one of the parties to this Agreement or by Southern Trading Corporation.

Section 10.Conveyance, Adjustments and Prorations, Closing.

(a)Conveyance.  Subject to Purchaser’s review and acceptance of the Title Evidence, the applicable Sellers shall convey their interests in the Premises to Purchaser by Acts of Cash Sale, in substantially the form attached hereto as Exhibit D, conveying title to their fee interests in the Premises, in each case subject only to the following:

(i)Zoning laws;

(ii)Current real estate and ad valorem taxes and assessments, if any, not yet due and payable; and

(iii)Permitted Encumbrances.

Such Acts of Cash Sale shall contain descriptions of the Premises which are based upon and consistent with the Surveys and approved by the Purchaser and the transferring Sellers.

(b)The Sellers shall convey all Acquired Assets, other than the Premises, to Purchaser or its designee (and in the case of the Listed Devices to Southern Trading Corporation or other properly licensed designee) by one or more Bills of Sale (the “Bills of Sale”), each in substantially the form attached hereto as Exhibit E, subject only to the Assumed Contracts and Permitted Encumbrances, if any, that Purchaser, in its sole discretion, consents to in writing at or prior to the Closing.

(c)Taxes and Assessments: Closing Costs.

(i)Real estate and ad valorem taxes, general and special assessments (collectively “Real Estate Taxes”),  utilities, and Operating Charges (as hereinafter defined), as well as revenues

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generated by the Acquired Assets and the Businesses, shall be prorated between the Sellers, as applicable, and the Purchaser as of the Closing Date, such that credits, charges and revenues up to 12:00 noon on the Closing Date and all days preceding the Closing Date shall be allocated to the Sellers, as applicable, and credits, charges and revenues after 12:00 noon on the Closing Date shall be allocated to Purchaser.  The Purchase Price shall be adjusted at the Closing to reflect the prorations, in accordance with the Settlement Statement.

(ii)The parties agree that, in accordance with Louisiana law, all revenue from the Listed Devices shall be collected during the scheduled “drop” or collection in the morning hours on the Closing Date and that the proration of all revenue generated from each Listed Device shall be calculated from the time of the foregoing “drop” and adjusted for the balance of the Closing Date until Noon by using the print out of all coin-in and prizes paid as generated by each Listed Device from the time of the drop to Noon on the Closing Date.

(iii)If the actual amount of Real Estate Taxes for any of the Premises is not known on the Closing Date, Real Estate Taxes shall be prorated on the basis of the rate shown for such Premises on the last available tax bill.  Each of the Sellers represents and warrants that there are no special assessments with regard to any of the Premises which are not shown in the applicable land records of the Parishes in which the Premises are located.  Upon receipt of the final tax bills for the period encompassing the Closing Date, the Sellers and Purchaser shall adjust, outside of escrow, the proration of Real Estate Taxes based upon the actual tax bills.

(iv)If any errors or omissions are made regarding adjustments and prorations as aforesaid, the parties shall make the appropriate corrections promptly upon the discovery thereof. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.

(v)All recording fees, any escrow fees and transfer taxes and conveyance fees associated with the acts of cash sale and the conveyances effected thereby or any other recorded documents (collectively, “Closing Costs”) shall be borne equally by the Purchaser and the Sellers, with the Purchaser paying one-half (1/2) of such fees and the Sellers being jointly and severally responsible for the remaining one-half (1/2) of such fees.  All revenues and expenses arising from the operation of the Acquired Assets and the Businesses (“Operating Charges”) accruing, earned or incurred up to Noon on the Closing Date shall be the sole property or responsibility of the Sellers, as applicable (regardless of when an invoice is issued or payment for such charges and expenses is due), including, but not limited, to any salaries, utilities, Taxes or other costs.  All Operating Charges arising from the operation of the Acquired Assets and the Businesses after Noon on the Closing Date shall be the sole property and/or responsibility of the Purchaser.  The parties shall make a reasonable proration of the Operating Costs at Closing based upon the most recent invoice for each Operating Cost and shall adjust such proration upon receipt of the final invoices encompassing the Closing Date for each such Operating Cost.

(d)Closing.  This transaction shall be closed through an escrow that is to be held by the Title Company, in accordance with the general provisions of the usual form of escrow agreement then in use by such Title Company for transactions similar to this with such special provisions inserted as may be required to conform with this Agreement.  Each party shall execute and deliver on a timely basis all escrow instructions, deeds, funds, the Settlement Statements and other documents reasonably necessary to accomplish Closing.  In addition to, and not in limitation of, the foregoing:

(i)On or before the Closing Date, the Sellers shall execute and deliver or cause to be

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delivered to the Title Company all of the items listed below:

(a)The Acts of Cash Sale;

(b)The Bills of Sale and the Resolutions;

(c)Mechanics Lien Affidavit and/or Owner’s Affidavit required by the Title Company;

(d)Sellers’ affidavit of non-foreign status, as contemplated by Section 1445 of the Code; and

(e)Any other instruments, documents or agreements required pursuant to any other sections of this Agreement or reasonable requested by the Purchaser.

(ii)On or before the Closing Date, Purchaser shall deliver or cause to be delivered to Title Company: (i) the Cash Portion of the Purchase Price; (ii) the Promissory Notes; (iii) the Mortgages; and (iv) the Guaranties.

(iii)The transactions provided for in this Agreement shall be completed by the Title Company on the Closing Date by doing each of the following:

(a)by recording in St. Helena Parish, the Deeds;

(b)by causing the issuance of the Title Policy to Purchaser, subject only to the Permitted Encumbrances, and forwarding the Title Policy to Purchaser;

(c)by prorating taxes, assessments and other amounts, in accordance with this Agreement and the Settlement Statements with respect to each of the Premises, and advising the Purchaser and the Sellers of those costs and expenses to be paid by the Sellers to Purchaser or Purchaser to Sellers;

(d)by delivering to Purchaser a FIRPTA Affidavit, fully executed by the Sellers which are parties to the Assignments;

(e)by preparing and forwarding to Purchaser and the Sellers four (4) signed copies of the Settlement Statement setting forth all receipts and disbursements provided for herein; and

(f)by delivering to Sellers, pursuant to the Settlement Statements, the Purchase Price; the Promissory Notes and the Guaranty; and

(g)recording the Mortgages.

In addition to the obligations required to be performed hereunder by the Sellers at the Closing, the Sellers agree to perform such other acts, and/or to execute and deliver to Purchaser such further instruments, documents and other materials, as are reasonably requested by Purchaser at or subsequent to

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Closing in order to effect the consummation of the transactions contemplated herein and to vest title to the Acquired Assets in Purchaser or its designee, including, without limitation, the assignment of all rights of any Seller in and to any easements or servitudes for the benefit of any of the Premises; provided, however, that the foregoing instruments and other materials, if any, shall not enlarge the scope of any of the Sellers’ obligations hereunder.

(e)In the event the Title Company is unable to simultaneously perform all instructions set forth in Section 10(d) on the Closing Date, the Title Company shall so notify the Sellers and Purchaser, and shall retain, unless otherwise instructed by the party depositing the same, all documents and funds deposited with the Title Company until receipt by the Title Company of written instructions executed by the Sellers and Purchaser or by a Court of competent jurisdiction.

(f)If the Purchaser (i) disapproves any condition referred to in this Agreement within the applicable time period and in the manner set forth in the Agreement, or (ii) is otherwise allowed to terminate this Agreement and cancel the escrow, without thereby committing an act of default under this Agreement or the escrow and does so, all obligations of the parties under this Agreement shall, except as otherwise set forth, terminate and none of the parties hereto shall have any further obligation to the other under this Agreement.  In such event, Escrow Agent shall return all funds, including the Deposit, (after deducting its charges, if its charges are to be borne by the party depositing such funds) and documents then in Escrow to the party depositing same, and each party shall promptly return all documents in the possession of such party to the other party.

(g)Possession.  The Closing shall be deemed to have been consummated upon: (i) the delivery to the Escrow Agent by the Sellers of the Acts of Cash Sale, the Bills of Sale and any and all other documents or instruments required hereunder; and (ii) the written confirmation by the Escrow Agent to the Sellers that: (x) Escrow Agent has received the Cash Portion of the Purchase Price, the Promissory Notes, the Mortgages and the Guaranty (and the letter of Credit referenced therein); (y) the Cash Portion of the Purchase Price consists of immediately available federal funds; and (z) the Escrow Agent is unconditionally prepared to deliver the Purchase Price to Sellers and the Title Policy to the Purchaser by the close of business on the Closing Date.  Provided the foregoing conditions have been met, at Noon local time on the Closing Date, the Sellers shall cease ownership and operation of the Businesses and the Acquired Assets and shall deliver or cause the delivery of possession thereof to the Purchaser or its designee, and all risk of loss with respect thereto shall pass to the Purchaser or its designee.

(h)Inventory Count.  The Sellers and Purchaser agree that commencing at 7:00 a.m. on the Closing Date, representatives from each of them (the “Representatives”) shall meet at each of the Premises and shall jointly perform the following functions:

(i)count any food stuffs, beverage supplies and convenience items;

(ii)shall jointly verify the amount of motor and diesel fuels remaining in any underground storage tanks and previously paid for by the applicable Seller;

(iii)shall jointly verify the amount of all currency contained in the Listed Devices as of 7:00 a.m. on the Closing Date;

(vi)shall jointly verify the amount of all currency kept in the safes located upon each of the Premises; and

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(v)shall further cooperate to turn over all keys, passwords, accounts, and copies of all records, documents, instruments and any other items necessary for the immediate and complete operation of each of the Businesses.

(i)Adjustment.  Purchaser agrees to pay to the Sellers, on the Closing Date: (i) a good faith, reasonable estimate (the “Estimate”) of the actual cost of those items remaining on the Premises and described in Section 10(h)(i) and (ii) above; provided, however, each such item must be in good, usable, saleable condition; (ii) the dollar value of the of currency remaining in the safe located in the casino; and (iii) the dollar value of the currency contained in the Listed Devices as verified under Section 10(h)(iii) above, less any and all unclaimed payouts, Taxes or fees (collectively, the “Devices Funds”), which currency shall remain in the safe and the Listed Devices following the Closing and shall become the property of the Purchaser.  Purchaser shall be responsible for the payment of the taxes and prize pay-outs due from the Devices Funds following the Closing.

(a)Within sixty (60) Business Days of the Closing Date, the parties shall adjust the Estimate above, if necessary, to equal the actual verifiable cost incurred by any Seller of those items remaining on the Premises on the Closing Date at Noon local time and described in Section 10(h)(i) and (ii) above.  Seller must be able to provide Purchaser with verification, in a form reasonably acceptable to Purchaser, of a Seller’s actual, incurred cost for the items in Section 10(h)(i) and (ii) which remained on any Premises on the Closing Date.  Any Seller shall only be entitled to be reimbursed for their actual cost of such items without premium or interest.  Any items, determined by the Purchaser as not being in good, usable, saleable condition or for which the actual verifiable cost cannot be demonstrated to the Purchaser’s satisfaction, shall be removed by Sellers, within five (5) Business Days of such determination, at their sole cost and expense.

(j)Escrow Hold Back.  From and after the Closing Date, Escrow Agent shall withhold the Escrow Hold Back from the Sellers’ proceeds hereunder and shall hold such funds in escrow.  In the event the Purchaser shall receive any invoice, bill or letter demanding payment for any Operating Costs that accrued or relate to any period of time on or prior to the Closing Date for any of the Businesses, the Acquired Assets or the Premises, Purchaser shall send evidence of such Operating Costs to the Escrow Agent and to the Sellers (“Hold Back Notice”).

(i)Sellers shall have ten (10) Business Days following their receipt of the Hold Back Notice to serve, in writing to both the Escrow Agent and the Purchaser, any objections they may have to the same.  If no objection is timely served by the Sellers, Escrow Agent is herewith authorized, without further action by any party, to promptly pay such Operating Costs out of the Escrow Hold Back.

(a)If Sellers shall timely object to any payment out of the Escrow Hold Back and the basis for an objection is that the Operating Costs that are the subject of the Hold Back Notice arose after the Closing Date, then the Escrow Agent shall hold such amount as is identified in the Hold Back Notice until such time as it receives written instructions from all

36

parties to disburse the same; or

(b)If Sellers shall timely object to any payment out of the Escrow Hold Back and the basis for an objection is anything other than an objection based upon Section 10(j)(i)(a) above, the Escrow Agent shall hold the funds identified in the Hold Back Notice for an additional thirty (30) days, after which it shall disburse such funds at the sole direction of the Purchaser.

(ii)Promptly after that date which is six (6) full calendar months after the Closing Date, Escrow Agent shall release any funds then remaining in the Escrow Hold Back to the Sellers.

Section 11.Miscellaneous.

11.1Expenses.  Unless specifically allocated by this Agreement, each of the parties shall be obligated to pay its own expenses (including all fees and expenses of legal counsel, environmental consultants and accountants).

11.2Sellers’ Release.  The Sellers on behalf of themselves and their representatives, Affiliates, agents, employees, owners, members, shareholders, partners, officers, directors, successors and assigns (collectively, the “Sellers Releasors”), upon consummation of the Closing and without further action thereby, fully release and discharge the Acquired Assets, the Premises and the Businesses from any and all rights, liabilities, claims, actions, causes of action, demands, damages, costs and expenses whatsoever which any of the Sellers Releasors now has or may hereafter have against the Acquired Assets, the Premises or the Businesses.  This section shall not be construed as releasing, waiving or otherwise limiting any claims any of the Sellers may have then or in the future, for any payment due from the Purchaser or the performance of any other obligations of Purchaser to any of the Sellers pursuant to the terms of this Agreement.  In addition to the foregoing, the Sellers shall cause their owners, members, shareholders, employees, partners, officers and agents to resign, effective as of the Closing Date, any positions they may hold within any of the Businesses (but not within the Sellers themselves), including, but not limited to, the positions of agent, or employee.

11.3Update to Schedules and Exhibits.  The Sellers, as appropriate, shall promptly notify the Purchaser, prior to the Closing Date, of any changes or modifications to the information contained on the schedules or exhibits attached to this Agreement or in any document, record or instrument supplied to the Purchaser or any of its agents as a part of the transactions contemplated herein and provide in written form an amended schedule, exhibit, document, record or instrument, as the case may be.  Notwithstanding the foregoing, upon receipt of any change or modification to any schedule or exhibit or in any record, document or instrument described above which shall have or identify a Material Adverse Effect, Purchaser shall have the right, in its sole discretion, to terminate this Agreement and upon such termination, the Deposit shall be returned to the Purchaser.

11.4Remedies.

(a)In the event of any actual or alleged default by any party hereto (the “Defaulting Party”), any non-defaulting party (a  “Non-Defaulting Party”) shall provide written notice to the Defaulting Party (“Default Notice”) specifying the default; setting forth the Non-Defaulting Party’s claim that the matter constitutes a default; and identifying the steps or actions that the Non-Defaulting Party believes should be

37

taken in order to cure the alleged default.  The Defaulting Party shall have a period of seven (7) days, or such additional time as may be agreed upon by all parties in writing, to cure the alleged default (the “Cure Period”).  If a Default Notice is given prior to the Closing Date, in no event shall the Cure Period extend beyond the Closing Date.  The Defaulting Party shall have no liability for any actual or alleged default that is cured within the Cure Period.

(b)Each of the parties hereto shall have all rights and remedies set forth in this Agreement and any other documents or instruments relating to the consummation of the transactions contemplated under this Agreement, and all rights and remedies which such parties have been granted at any time under any other agreement or contract and all of the rights which such parties have under applicable law.  No remedy hereunder or thereunder conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder or now or hereafter existing at law or in equity or by statute or otherwise.  Sellers and Purchaser, as the case may be, having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

11.5         Amendments and Waivers.  No oral modification hereof shall be binding upon the parties; all modifications and amendments shall be in writing and signed by all parties.  Failure by any party to insist upon or enforce any of its respective rights, benefits or remedies shall not constitute a waiver thereof.  Any party hereto may waive the benefit of any provision or condition for such party’s benefit contained in this Agreement; provided, however, such a waiver must be specifically expressed in writing.

11.6         Survival of Agreement.  All covenants, representations and warranties and obligations of indemnification contained in this Agreement or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

11.7         Successors and Assigns.  All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the successors and assigns of the parties hereto whether or not so expressed; provided that neither the Purchaser nor any of the Sellers shall be permitted to assign their rights or obligations under this Agreement.  Notwithstanding the foregoing, the Purchaser may assign its rights and obligations hereunder to any Affiliate that is wholly-owned by Purchaser or any of Purchaser’s Affiliates.  Except as otherwise expressly provided herein, nothing expressed in or implied from this Agreement is intended to give, or shall be construed to give, any Person, other than the parties hereto and their permitted successors and assigns, any benefit or legal or equitable right, remedy or claim under or by virtue of this Agreement or any such other document.

11.8Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

11.9Counterparts.  This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts when taken together shall constitute one and the same Agreement.

11.10Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are

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inserted for convenience only and do not constitute a substantive part of this Agreement.

11.11Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to principles of conflict of laws.

11.12Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) one (1) day after being sent to the recipient by reputable overnight courier service (charges prepaid), (c) three (3) days after posting in the United States mail having been mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (d) on the first day after being sent via facsimile if a copy is delivered personally, couriered or mailed to the recipient as set forth above.  Such notices, demands and other communications shall be sent to the parties at the addresses indicated below:

If to all or any one of the Sellers, to:

Claude M. Penn, Jr.,

c/o Forest Gold Casino

30092 Hwy. 16 West

Amite, Louisiana 70422

with a required copy to:

A.Shelby Easterly, III, Esq.

Easterly Law Office

142 Del Norte Avenue

Denham Springs, Louisiana 70726

Facsimile: 225-664-9430

If to the Purchaser, to:

Gameco Holdings, Inc.

718 S. Buchanan, Suite C

Lafayette, Louisiana 70501

Attn: Stan W. Guidroz

with a required copy to:

Stanley R. Gorom III, Esq.

Hahn Loeser & Parks LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114

Facsimile: 216-274-2460

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

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11.13Construction.  The parties hereto have participated together in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  The parties intend that each representation, warranty and covenant contained herein shall have independent significance.  If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty or covenant.

11.14Complete Agreement.  This Agreement, those documents expressly referred to herein, and the other documents of even date herewith delivered or executed in connection with the transactions contemplated hereby, including the Closing, embody the complete agreement and understanding among the parties and supersede any prior agreements or representations by or among the parties, written or oral, including any letters of intent executed by the parties prior to the Agreement Date, which may have related to the subject matter hereof in any way.

11.15Indemnification.

(a)In consideration of the Purchaser’s execution and delivery of this Agreement and purchase of the Acquired Assets hereunder, and in addition to all of each of Sellers’ other obligations under this Agreement and in addition to all other rights and remedies available at law or in equity, each of the Sellers agree, jointly and severally, to defend, protect and indemnify the Purchaser and all of its officers, directors, shareholders, members, partners, Affiliates, employees, agents, representatives, successors and assigns (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Purchaser Indemnitees”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse such party on demand as and when incurred, any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements, interest and penalties and all amounts paid in investigation, defense or settlement of any of the foregoing and claims relating to any of the foregoing (the “Purchaser Liabilities”), incurred by the Purchaser Indemnitees or any of them as a result of, arising out of or relating to: (a) the breach by any Seller of any representation, warranty, covenant, obligation or term contained herein; (b) any claim, debt, cause of action, expense or liability arising or related to the period of time prior to the Closing Date and related in any manner to the operation of any of the Businesses and/or the Acquired Assets; or (c) any breach or default by any Seller arising out of the execution, delivery, performance or enforcement of this Agreement and any other instrument, document or agreement executed pursuant hereto, except to the extent any such Purchaser Liabilities are caused by the particular Purchaser Indemnitee’s own acts or omissions.

(b)In consideration of each Sellers’ execution and delivery of this Agreement and sale of the Acquired Assets hereunder, and in addition to all of the Purchaser’s other obligations under this Agreement and in addition to all other rights and remedies available at law or in equity,  the Purchaser agrees to defend, protect and indemnify each Seller and all of their officers, directors, shareholders, members, partners, Affiliates, employees, agents, representatives, successors and assigns (including those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Seller Indemnitees”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse such party on demand as and when incurred, any and all actions, causes of action, suits, claims,

40

losses, costs, penalties, fees, liabilities and damages and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements, interest and penalties and all amounts paid in investigation, defense or settlement of any of the foregoing and claims relating to any of the foregoing (the “Seller Liabilities”), incurred by the Seller Indemnitees or any of them as a result of, arising out of, or relating to: (a) the breach by the Purchaser of any representation, warranty, covenant, obligation or term contained herein; or (b) any claim, debt, cause of action, expense or liability arising after the Closing Date and related in any manner to the operation of the Business and/or the Acquired Assets by the Purchaser; or (c) any breach or default  by the Purchaser arising out of the execution, delivery, performance or enforcement of this Agreement and any other instrument, document or agreement executed pursuant hereto, except to the extent any such Seller Liabilities are caused by the particular Seller Indemnitee’s own acts or omissions.

11.16Prevailing Party Fees.  In the event of a default of any condition or obligation of this Agreement on the part of any party hereto which results in any legal proceeding, the non-prevailing party shall pay to the prevailing parties of the litigation all reasonable costs and expenses of the legal proceeding and any appeal therefrom, including reasonable attorneys’ fees and court costs.

11.17Incorporation.  Any and all Schedules, Exhibits or other documents referred to herein or attached hereto are incorporated herein as if fully rewritten in this Agreement.

11.18Tax Treatment Election.  The Sellers and Purchaser agree that this Agreement is for the purchase and sale of assets and that the Purchase Price shall be allocated among the Acquired Assets in accordance with Section 1060 of the Code.  Purchaser and each of the Sellers agree that as a condition to the Closing they shall, by mutual agreement, allocate the value of the Acquired Assets pursuant to the Code.  At the Closing, a copy of the completed Internal Revenue Service allocation form for each of the Businesses shall be signed by the applicable parties, and the Purchaser and each of the Sellers agree to act in accordance with the allocation contained therein in the course of any Tax audit, tax review, the filing and preparation of any Tax Returns or tax litigation.  Neither Purchaser nor any of the Sellers shall assert that the allocation as agreed upon was not separately bargained for at arm’s length and in good faith.

11.19Additional Instruments and Information.  All parties agree and obligate themselves to promptly execute any additional documents and instruments and take any other actions necessary and proper for the complete and expeditious implementation and satisfaction of the provisions and intent of this Agreement.  In addition, each of the Sellers agree that during and subsequent to the sale transaction, such Seller shall have a continuing duty to supply such reasonable information and documentation and to perform such acts as may be required by any federal, state or local authority or the Liquor and Gaming Laws of the State of Louisiana, including, but not limited to, making their books and records available to the Purchaser or its designee on an as-needed, reasonable basis after the Closing.

11.20Monthly Financial Statements.  Sellers agree to provide to Purchaser, from and after the Agreement Date through the Closing Date, within ten (10) days following the close of each calendar month, the Financial Statements prepared in a manner consistent with the internal accounting and reporting practices used by the Sellers beginning on and after January 1, 2005, reflecting the operations and results of each of the Businesses for the prior month.

11.21Future Development – Obligation Not To Do.

(a)In further consideration of the purchase of the Acquired Assets and the Business, each of

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the Sellers obligate themselves and their Affiliates not to directly or indirectly, within any of the Parishes in which any of the Businesses or the Purchaser’s or its Affiliates’ other truck stop locations operate (and existing and owned by the Purchaser or any of its Affiliates as of the Closing Date and identified on Schedule 11.21(a) to be delivered by the Purchaser at the Closing), beginning on the Closing Date and continuing thereafter, without interruption, for a period of ten (10) years: (i) own, manage, operate, control, be employed by, participate in or be connected with any aspect of a video poker truck stop facility or other business which derives any portion of its revenues from legal or illegal gaming, whether as a sole proprietor, owner, partner, stockholder, director, officer, employee, agent, consultant, joint venturer, contractor, investor or other participant; or (ii) be otherwise involved or connected in any manner with the ownership, management, operation, promotion, advertisement, solicitation of customers, marketing or sales efforts or control of any enterprise that carries on or engages in a business directly or indirectly in competition with any gaming, fueling (diesel and motor fuel), restaurant or convenience-store business of the Businesses, the Purchaser or any of its Affiliates, existing and owned by the Purchaser or any of its Affiliates as of the Closing Date and identified on Schedule 11.21(a) at the Closing.

(b)Notwithstanding the foregoing, this “obligation not to do” shall not restrict the Sellers’ right to own, operate or develop, including as facilities containing Devices, the locations identified on Schedule 11.21(b).

(c)The foregoing restriction is an obligation not to do an act or take an action.  Sellers, each for themselves and their Affiliates, acknowledge that the foregoing obligation not to do an act is a material inducement for the Purchaser to enter into this Agreement and is a necessary, reasonable and appropriate restriction.

(d)Given the unique and competitive nature of the video poker industry and the operation of truck stop facilities, the parties hereto acknowledge and agree that the restrictions contained in this Section 11.21 are reasonable and necessary to protect the Businesses from competition for which they otherwise have little or no ability to defend themselves.  The parties hereto further acknowledge and agree that the restrictions contained herein do not impose a burden upon one party which is not commensurate with the risk to any other party.

(e)If a court of competent jurisdiction determines that the restrictions contained herein are too restrictive to be enforced, in whole or in part, this provision shall not be invalid, and all parties agree that the court shall modify the restrictions contained herein to the extent necessary to permit their enforcement.

(f)In the event of a breach or threatened breach of the provisions of this section, the Purchaser shall be entitled to an injunction restraining each of the Sellers from competing against the Purchaser or from rendering any services to any person, firm, corporation, association, partnership or other entity that is in violation of the Obligation Not To Do.  Nothing contained in this section shall be construed as prohibiting the Purchaser from pursuing any other remedies available for a breach or threatened breach of the restrictions contained in this section, including the recovery of damages from the any of the Sellers.

(g)Two Hundred Thousand and no/100 Dollars ($200,000.00) of the Purchase Price is specifically allocated as payment to the foregoing entities and individuals as consideration for their obligations and covenants under this Section 11.21.

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11.22Time of the Essence.  TIME IS OF THE ESSENCE WITH RESPECT TO EACH PROVISION OF THIS AGREEMENT.  The parties acknowledge and agree that the preceding sentence is a central, indispensable element of this Agreement.

11.23Force Majeure.  Any time period or obligation to timely perform imposed upon any party hereunder shall be extended as reasonably necessary when performance of such obligation(s) is rendered impossible or unreasonably difficult as a result of any acts of God, war, industry wide labor strikes or unrest, extreme or abnormal weather, acts of terrorism, general disruptions to the economy or day-to-day operations of the government of the Parish of St. Helena, the State of Louisiana or the United States of America which make conducting business in general unreasonably difficult or impossible.

11.24SUBMISSION TO JURISDICTION AND VENUE, CONSENT TO SERVICE OF PROCESS, ETC.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PURCHASER AND EACH SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A)AGREES THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT, THE TRANSFER CONTEMPLATED HEREIN OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH ANY OF THE FOREGOING (COLLECTIVELY, “RELATED LITIGATION”) TO WHICH EITHER IS OR MAY BE A PARTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN BATON ROUGE, LOUISIANA, AND SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND AGREES NOT TO BRING ANY RELATED LITIGATION IN ANY OTHER FORUM;

(B)ACKNOWLEDGES THAT SUCH COURTS WILL BE THE MOST CONVENIENT FORUM FOR ANY RELATED LITIGATION, WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER IT; AND

(C)CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS FOR NOTICES DESCRIBED IN THIS AGREEMENT, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

11.25JURY WAIVER.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PURCHASER AND EACH SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THEIR RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, CAUSES OF ACTION OR SUITS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

11.26.Right of First Refusal.

(a)Should any one of or all the Sellers, on or before that date which is ten (10) years

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after the Agreement Date, receive a bona-fide, arm’s length, good faith offer to purchase any of the assets of the truck stops listed on Schedule 11.21(b) or hereafter acquired by any Sellers, (excluding the sale of any asset determined by the Company to no longer be necessary to the operation of such truck stop or otherwise sold in the ordinary course of the operation of such truck stop (i.e. fuel and inventory) or any of the membership interests in the Company from an unrelated third-party (the “Offer”), Purchaser shall have the right, but not the obligation, to first purchase such truck stop or the Company under the same terms and conditions contained in the Offer.

(b)Schedule 11.21(b) is a complete list of truck stops owned by any Seller as of the Agreement Date and the Closing Date.

(c)The foregoing right of first refusal shall not apply to any transfers between: (i) the Sellers; (ii) trusts established by a Seller; or (iii) the spouses, children or nieces or nephews of a Seller, as applicable (each, a Transferee); provided however, in every event, the Purchaser’s Right of First Refusal shall become and remain an obligation of each of the foregoing Transferees and shall apply to any subsequent transfer by such Transferee.

(d)Sellers shall provide Purchaser, within fifteen days (15) of their receipt of any Offer, a copy of the Offer (the “Offer Notice”).

(e)Purchaser shall have thirty (30) Business Days (the “Offer Period”) following its receipt of the Offer Notice to elect, in a writing delivered to the applicable Seller, to exercise its right to purchase under this Right of First Refusal.  If Purchaser shall fail to make the election described herein within the Offer Period, Sellers may sell the Truck Stop or the Company to the third-party offeror identified in the Offer Notice (“Offeror”), and Purchaser’s rights hereunder shall cease and be of no further force and effect.  During the Offer Period, Sellers shall grant Purchaser access to all of the books, records and premises of the Truck Stop or the Company in order to evaluate the Offer and the current performance of the Truck Stop or the Company.

(f)Should the sale to the Offeror fail to be consummated, this Right of First Refusal shall continue to be effective and any other offers to purchase the Truck Stop or the Company shall be subject to this Right of First Refusal.

(g)Notwithstanding any terms of the Offer, should Purchaser elect to exercise its right to purchase the Truck Stop or the Company under this Right of First Refusal, Purchaser shall have one hundred twenty days (120) thereafter to close the purchase of the Truck Stop or the Company under such terms and conditions as are contained in the Offer.

[The remainder of this page is left intentionally blank]

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THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:			SELLER:
/s/ Tiffanie L. Stewart			FELICIANA VENTURES, INC., a Louisiana
Printed Name:	Tiffanie L. Stewart		corporation
			By:	/s/ Minnie L. Hughes
/s/ Dexter Thurber				Minnie L. Hughes
Printed Name:	Dexter Thurber			Secretary - Treasurer
			/s/	Shelby Easterly
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC
THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:			SELLER:
/s/ Tiffanie L. Stewart			FOREST GOLD TRUCK PLAZA AND CASINO,
Printed Name:	Tiffanie L. Stewart		L.L.C., a Louisiana limited liability company
			By:	/s/ Minnie L. Hughes
/s/ Dexter Thurber			Minnie L. Hughes
Printed Name:	Dexter Thurber		Manager
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

45

THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:					SELLER:
/s/ Tiffanie L. Stewart					ST. HELENA EXPRESS AND CASINO,
Printed Name:	Tiffanie L. Stewart				L.L.C., a Louisiana limited liability company
					By:		/s/ Minnie L. Hughes
/s/ Dexter Thurber							Minnie L. Hughes
Printed Name:	Dexter Thurber						Manager
		/s/		A. Shelby
				A. Shelby Easterly, Bar No. 5253
					NOTARY PUBLIC
THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:					SELLER:
/s/ Tiffanie L. Stewart					SEABUCKLE GAMING, INC., a Louisiana
Printed Name:	Tiffanie L. Stewart				corporation
					By:	/s/ Minnie L. Hughes
/s/ Dexter Thurber						Minnie L. Hughes
Printed Name:	Dexter Thurber					Authorized Agent
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
					NOTARY PUBLIC

46

THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:				SELLER:
				JANICE M. PENN, Individually
/s/ Tiffanie L. Stewart				/s/       Claude M. Penn
Printed Name:	Tiffanie L. Stewart			By her duly authorized agent, Claude M. Penn,
					Jr.
/s/ Dexter Thurber
Printed Name:	Dexter Thurber
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC
THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:				SELLER:
				MINNIE L. HUGHES, Individually
/s/ Tiffanie L. Stewart				/s/       Minnie L. Hughes
Printed Name:	Tiffanie L. Stewart
/s/ Dexter Thurber
Printed Name:	Dexter Thurber
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

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THUS DONE AND PASSED on the 16th day of May, 2006, in the County/Parish of Livingston, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:				SELLER:
				CLAUDE M. PENN, JR., Individually
/s/ Tiffanie L. Stewart				/s/ Claude M. Penn, Jr.
Printed Name:	Tiffanie L. Stewart
/s/ Dexter Thurber
Printed Name:	Dexter Thurber
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC
THUS DONE AND PASSED on the 22nd day of May, 2006, in the County/Parish of Cuyahoga, State of Ohio, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:				PURCHASER:
				GAMECO HOLDINGS, INC.,
/s/ Susan G. Kriz				a Delaware corporation
Printed Name:	Susan G. Kriz
				By:	/s/ Jeffrey P. Jacobs
/s/ Stephen P. Owendoff				Jeffrey P. Jacobs
Printed Name:	Stephen P. Owendoff			Authorized Representative
		/s/	Chrissy A. DeNitto
				NOTARY PUBLIC
		Printed Name:		Chrissy A. DeNitto

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THUS DONE AND PASSED on the 22nd day of May, 2006, in the County of Maricopa, State of Arizona, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:					SOUTHERN TRADING COPRORATION:
/s/ Anna Catherine Viator					a Louisiana corporation
Printed Name:	Anna Catherine Viator
					By:	/s/ Lanis J. Viator
/s/ Eric C. Scaffold					Lanis J. Viator, authorized representative
Printed Name:	Eric C. Scaffold
			/s/	Chrissy A. DeNitto
					NOTARY PUBLIC
			Printed Name:		Chrissy A. DeNitto
AND NOW APPEARING, solely for the purpose of delivering the Guaranty:
THUS DONE AND PASSED on the 22nd day of May, 2006, in the County/Parish of Cuyahoga, State of Ohio, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:					JEFFREY P. JACOBS, Individually
/s/ Susan G. Kriz					/s/ Jeffrey P. Jacobs
Printed Name:	Susan G. Kriz
/s/ Stephen P. Owendoff
Printed Name:	Stephen P. Owendoff
		/s/		Chrissy A. DeNitto
					NOTARY PUBLIC
			Printed Name:		Chrissy A. DeNitto

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THUS DONE AND PASSED on the 24th day of May, 2006, in the County/Parish of Cuyahoga, State of Ohio, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:				JACOBS FAMILY CONTROL TRUST
/s/ Helena M. Hogstraten				By:	/s/ Stanley R. Gorom
Printed Name:	Helena M. Hogstraten			Stanley R. Gorom III, Trustee of the Jacobs
				Family Control Trust
/s/ Susan G. Kriz
Printed Name:	Susan G. Kriz
		/s/	Herbert G. Hotchkiss
				NOTARY PUBLIC
		Printed Name:		Herbert G. Hotchkiss
THUS DONE AND PASSED on the 24th day of May, 2006, in the County/Parish of Cuyahoga, State of Ohio, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.
WITNESSES:				JACOBS FAMILY ECONOMIC TRUST
/s/ Helena M. Hogstraten				By:	/s/ Stanley R. Gorom, III
Printed Name:	Helena M. Hogstraten			Stanley R. Gorom III, Trustee of the Jacobs
				Family Control Trust
/s/ Susan G. Kriz
Printed Name:	Susan G. Kriz
		/s/	Herbert G. Hotchkiss
				NOTARY PUBLIC
		Printed Name:		Herbert G. Hotchkiss

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EX-10.10B

EXHIBIT 10.10B

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

FIRST AMENDMENT TO

ASSET PURCHASE AGREEMENT

BE IT KNOWN, that before the undersigned Notaries Public, and in the presence of the undersigned competent witnesses, personally came and appeared:

FELICIANA VENTURES, INC., a Louisiana corporation, domiciled and with its principal place of business in the Parish of St. Helena and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422 (“Feliciana”), by and through its duly authorized Secretary-Treasurer, Minnie L. Hughes;

FOREST GOLD TRUCK PLAZA AND CASINO, L.L.C., a Louisiana limited liability company, domiciled and with its principal place of business in the Parish of St. Helena and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422 (“Forest Gold”), by and through its duly authorized Manager, Minnie L. Hughes.;

ST. HELENA EXPRESS & CASINO, L.L.C., a Louisiana limited liability company, domiciled and with its principal place of business in the Parish of St. Helena and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422 (“St. Helena”), by and through its duly authorized Manager, Minnie L. Hughes;

SEABUCKLE GAMING, INC., a Louisiana corporation, domiciled and with its principal place of business in the Parish of St. Helena and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422 (“Seabuckle”), by and through its duly authorized agent, Minnie L. Hughes;

JANICE M. PENN (“JMP”), domiciled and having her principal place of business in the State of Louisiana and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422, appearing through her duly authorized agent, Claude M. Penn, Jr.;

MINNIE L. HUGHES (“Hughes”), domiciled and having her principal place of business in the State of Louisiana and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422 (“Hughes”);

And now to these presents came and appeared, CLAUDE M. PENN, Jr. (“CMP”), to join, ratify and confirm the acts of the foregoing, although not as owner of any of the foregoing, but to bind himself, personally as if a Seller hereunder, domiciled and having his principal place of business in the State of Louisiana and whose mailing address is declared to be P.O. Box 339, Amite, Louisiana 70422;

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(Feliciana, Forest Gold, St. Helena, JMP and Hughes are each referred to individually herein as “Seller” and collectively as “Sellers”, and shall also include, for all purposes hereunder, CMP.)

and

GAMECO HOLDINGS, INC., a Delaware corporation, with offices at 718 S. Buchanan, Suite C, Lafayette, Louisiana 70501 (“Purchaser”), represented herein by Jeffrey P. Jacobs, its duly authorized representative;

all of whom did execute THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT  (“First Amendment”) as of the 10th day of July, 2006 (“Amendment Date”).

RECITALS

A.The Sellers and Purchaser entered into that certain Asset Purchase Agreement, dated as of May 17, 2006 (“Agreement”); and

B.The parties now wish to amend the terms and conditions of the Agreement by this First Amendment.

NOW, THEREFORE, in consideration of the mutual agreements made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             The foregoing recitals are incorporated herein as if fully rewritten herein.

2.             The definition of “Escrow Hold Back” as contained in Section 1.1 is hereby deleted in its entirety and replaced with the following:

“Escrow Hold Back shall equal the sum of One Hundred Fifty Thousand Dollars ($150,000.00).”

3.             Section 10(j)(ii) is hereby deleted in its entirety and replaced with the following:

“(ii)         In addition to the foregoing and not in lieu thereof, Sellers acknowledge the results of certain Phase II Environmental Site Assessment Studies, as described on Exhibit J, attached hereto and incorporated by this reference herein (the “Findings”). Sellers acknowledge that this is a condition that arose and exists prior to any Closing hereunder and, therefore, is and shall remain the responsibility of the Sellers. The costs and expenses of any additional testing, monitoring and all remediation, if any, shall be the sole obligation of the Sellers and the Sellers do hereby agree to each of the following:

(a)           With regard to the Findings, St. Helena, shall timely file a “Single Point of Contact” form with the Louisiana Department of Environmental Quality (“LDEQ”) in form and substance reasonably acceptable to the Purchaser (“Report”), identifying the date of discovery as occurring prior to the Closing Date. Sellers shall have the right, at their sole cost and expense, to timely conduct

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their own investigations and environmental studies to analyze the Findings; provided, however, no such additional investigations or environmental studies shall interfere with the Purchaser’s operations of the Businesses and the Sellers shall indemnify, hold harmless and defend the Purchaser from any damages caused to the Businesses from the same, nor shall such activities cause any delay in complying with the requirements of any law, rule or regulation related to or governing the Findings.

(b)           Purchaser, following the Closing, shall coordinate further communications regarding the Findings with the LDEQ and shall, with the approval of St. Helena which shall not be unreasonably withheld, conditioned or delayed, coordinate any and all actions required by the LDEQ in response to the Findings or the Report or as may otherwise be necessary to correct the Findings. Provided each is reasonably acceptable to the Purchaser, Purchaser agrees to use contractors designated by the Sellers for work performed under this Section 10(j)(ii). All costs, fines and expenses, including, if any, all costs of remediation related to the Findings or the Report shall be the obligation of the Sellers and, in addition to the Seller’s personal liability for the same, the Purchaser shall have the right to have such costs, expenses or fines paid out of the Escrow Hold Back.

(c)           Each of Sellers does hereby indemnify, defend and hold harmless the Purchaser and each of its Affiliates, their owners, officers, members, shareholders, directors, managers, employees and agents, from and against any and all claims, lawsuits, costs, expenses, damages, fines, debts or obligations, including reasonable attorney’s fees and costs of investigation, related to or arising out of the Findings or the Report, even if arising or accruing after the Closing Date.

(d)           If required by the LDEQ or any other governmental agency, in addition to all other costs and expenses set forth above, Sellers shall, at their sole cost and expense, provide, using an environmental consultant reasonably acceptable to the Purchaser, a final Environmental Phase I and Phase II Site Assessment Study following the remediation of the Findings.

(e)           Promptly after that date which is the later of: (i) six (6) full calendar months after the Closing Date; or (ii) ten (10) days after the Purchaser’s receipt of a “No Further Action” letter from the LDEQ regarding the Findings and the Report, Escrow Agent shall release any funds then remaining in the Escrow Hold Back to the Sellers.

(f)            To the extent any Findings are subsequently determined to have been the result of the actions of any of the Purchaser’s contractors or agents, then notwithstanding anything contained herein to the contrary, Sellers shall have no liability for such Finding and any and all costs, expenses and fines related to the same shall be the obligation of the Purchaser.

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4.             The following is added as Section 11.27:

“11.27     Release of Mortgages. Sellers agree that concurrently with the Purchaser, or its designees: (i) making sufficient payment upon the then outstanding principal balance under the Promissory Notes such that the combined outstanding principal balances thereof shall be equal to or less the then amount of the letter of credit referred to in the Guaranty (“Letter of Credit”); or (ii) posting additional security, reasonably acceptable to the Sellers, in an amount equal to: (A) the then outstanding combined principal balances of the Promissory Notes; and (B) less the then amount of the Letter(s) of Credit, that in each such event Sellers shall concurrently therewith release the Mortgages.”

5.             The following is added as Section 11.28:

“11.28     Letter(s) of Credit.                Guarantors (as defined in the Guaranty) under the Guaranty acknowledge that they are obligated, at the Closing, to deliver Letter(s) of Credit in the combined amount of $3,500,000.00. Should such Letters of Credit expire prior to either the expiration of the Term of the Promissory Notes (as defined therein); or their being paid in full, the Guarantors shall provide to the applicable Sellers replacements for each such expiring Letter of Credit not later than ten (10) days prior to each such Letter of Credit’s expiration. Notwithstanding anything contained herein to the contrary, the failure of the Guarantors to timely provide replacement Letters of Credit shall constitute an event of default under the Promissory Notes, without the necessity of notice from the payee.”

6.The following is added as Section 11.29:

“11.29  Refinancing. Feliciana and Forest Gold acknowledge that Purchaser, or its designees, may refinance the debt obligations extended, as of the Closing, by any Senior Debt Holder (as defined in the Promissory Notes), including, but not limited to, Cameron State Bank and Gameco Holdings, Inc. Feliciana and Forest Gold agree, as part of such refinancing(s), to execute such documents, including subordinations and releases and re-filing of the Mortgages, as may be necessary or required to secure and accomplish such refinancing(s); provided, however, in no event shall such refinancing result in the original principal balance of any such senior debt obligation being more than 120% of the original principal obligation of such senior debt obligation as extended on the Closing Date, and, provided, further, that immediately after the conclusion of any such refinancing, Feliciana and Forest Gold, as applicable, shall be in the same position as second mortgage holders, as they existed at the conclusion of the Closing hereunder. This limitation shall not apply to the assumption of the Promissory

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Notes by an Affiliate of the Purchaser as permitted under the Promissory Notes.”

7.            Except as expressly modified by this First Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed. In the event of a conflict between the terms and conditions of the Agreement and this First Amendment, the terms and conditions of this First Amendment shall control.

8.             All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

9.             This First Amendment shall be construed in accordance with the laws of the State of Louisiana, without regard to principles of conflict of laws.

10.           SUBMISSION TO JURISDICTION AND VENUE, CONSENT TO SERVICE OF PROCESS, ETC. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER AND EACH SELLER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A)          AGREE THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS FIRST AMENDMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT IN CONNECTION WITH THE FOREGOING (COLLECTIVELY, “RELATED LITIGATION”) TO WHICH EITHER IS OR MAY BE A PARTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN BATON ROUGE, LOUISIANA, AND SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND AGREES NOT TO BRING ANY RELATED LITIGATION IN ANY OTHER FORUM;

(B)           ACKNOWLEDGE THAT SUCH COURTS WILL BE THE MOST CONVENIENT FORUM FOR ANY RELATED LITIGATION, WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVE ANY CLAIM THAT ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND WAIVE ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER IT; AND

(C)           CONSENT AND AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS FOR NOTICES DESCRIBED IN THE AGREEMENT, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

11.           JURY WAIVER  TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER AND EACH SELLER HEREBY IRREVOCABLY AND

5

UNCONDITIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, CAUSES OF ACTION OR SUITS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS FIRST AMENDMENT.

12.           This First Amendment may be executed in one or more counterparts, each of which when taken together shall constitute one and the same original.

[The remainder of this page is left intentionally blank.]

6

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:				SELLER:
/s/ Chad Tate				FELICIANA VENTURES, INC.,
				a Louisiana corporation
Printed Name:	Chad Tate
				By:	/s/ Minnie L. Hughes
/s/ Andrew Day						Minnie L. Hughes
Printed Name:	Andrew Day						Secretary - Treasurer
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
					NOTARY PUBLIC

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:			SELLER:
/s/ Chad Tate			FOREST GOLD TRUCK PLAZA AND CASINO,
Printed Name:	Chad Tate		L.L.C., a Louisiana limited liability company
			By:		/s/ Minne L. Hughes
/s/ Andrew Day						Minnie L. Hughes
Printed Name:	Andrew Day					Manager
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

7

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:			SELLER:
/s/ Chad Tate			ST. HELENA EXPRESS AND CASINO,
Printed Name:	Chad Tate		L.L.C., a Louisiana limited liability
			company
			By:		/s/ Minne L. Hughes
/s/ Andrew Day						Minnie L. Hughes
Printed Name:	Andrew Day					Manager
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:			SELLER:
/s/ Chad Tate			SEABUCKLE GAMING, INC., a Louisiana
Printed Name:	Chad Tate		corporation
			By:		/s/ Minne L. Hughes
/s/ Andrew Day						Minnie L. Hughes
Printed Name:	Andrew Day					Authorized Agent
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

8

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:			SELLER:
			JANICE M. PENN, Individually
/s/ Chad Tate			/s/	Janice M. Penn
Printed Name:	Chad Tate
/s/ Andrew Day
Printed Name:	Andrew Day
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:			SELLER:
			MINNIE L. HUGHES, Individually
/s/ Chad Tate			/s/ Minnie L. Hughes
Printed Name:	Chad Tate
/s/ Andrew Day
Printed Name:	Andrew Day
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

9

THUS DONE AND PASSED on the 12^th day of July, 2006, in the Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:			SELLER:
			CLAUDE M. PENN, JR., Individually
/s/ Chad Tate			/s/		Claude M. Penn
Printed Name:	Chad Tate
/s/       Andrew Day
Printed Name:	Andrew Day
		/s/	A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

THUS DONE AND PASSED on the 12^th day of July, 2006, in the County/Parish of Cuyahoga, State of Ohio, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:						PURCHASER:
						GAMECO HOLDINGS, INC.,
/s/	Chrissy A. DeNitto					a Delaware corporation
Printed Name:		Chrissy A. DeNitto
						By:		/s/ Jeffrey P. Jacobs
						Jeffrey P. Jacobs
/s/ Stephen P. Owendoff						Authorized Representative
Printed Name:		Stephen P. Owendoff
			/s/		Stephen P. Owendoff
									NOTARY PUBLIC
				Printed Name:			Stephen P. Owendoff

10

THUS DONE AND PASSED on the     day of July, 2006, in the County of            , State of                         , the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:		SOUTHERN TRADING COPRORATION:
		a Louisiana corporation
Printed Name:
		By:		Lanis J. Viator
		Lanis J. Viator, authorized representative
Printed Name:
			NOTARY PUBLIC
	Printed Name/Notary Number

AND NOW APPEARING, solely for the purpose of delivering the Guaranty:

THUS DONE AND PASSED on the 10^th day of July, 2006, in the County/Parish of Cuyahoga, State of Ohi, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:							JEFFREY P. JACOBS, Individually
/s/	Chrissy A. DeNitto						/s/ Jeffrey P. Jacobs
Printed Name:		Chrissy A. DeNitto
/s/ Stephen P. Owendoff
Printed Name:		Stephen P. Owendoff
			/s/		Stephen P. Owendoff
								NOTARY PUBLIC
				Printed Name:		Stephen P. Owendoff

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THUS DONE AND PASSED on the 12^th day of July, 2006, in the County/Parish of _East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:					JACOBS FAMILY CONTROL TRUST
/s/ Chad Tate					By:	/s/ Stanley R. Gorom
Printed Name:	Chad Tate				Stanley R. Gorom III, Trustee of the Jacobs
					Family Control Trust
/s/ Andrew Day
Printed Name:	Andrew Day
		/s/ A. Shelby
			A. Shelby Easterly, Bar No. 5253
				NOTARY PUBLIC

THUS DONE AND PASSED on the 12^th day of July, 2006, in the County/Parish of East Baton Rouge, State of Louisiana, the undersigned party having affixed its signature in the presence of me, Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:						JACOBS FAMILY ECONOMIC TRUST
/s/ Chad Tate						By:	/s/ Stanley R. Gorom
Printed Name:	Chad Tate					Stanley R. Gorom III, Trustee of the Jacobs
						Family Control Trust
/s/ Andrew Day
Printed Name:	Andrew Day
		/s/	A. Shelby
				A. Shelby Easterly, Bar No. 5253
					NOTARY PUBLIC

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EX-10.12

EXHIBIT 10.12

AMENDED AND RESTATED

CONSULTING AGREEMENT

THIS AMENDED AND RESTATED CONSULTING AGREEMENT (this “Agreement”), to be effective only upon the closing of the Refinancing (as hereinafter defined), and upon such closing shall be deemed to have been effective as of the 1^st day of January, 2006 (“Amendment and Restatement Date”), by and between Jacobs Entertainment, Inc., a Delaware corporation (the “Company”), and Jacobs Investments Management Co., Inc., an Ohio corporation (the “Consultant”).

RECITALS

A.           Consultant owns, operates and develops various retail, commercial and residential real estate development projects;

B.            Company owns, operates and develops various land-based casinos, video draw poker truck stops, a thorough-bred race track facility and off-tract betting parlors, in addition to other businesses (collectively, the “Business”);

C.            Company desires to retain Consultant as a consultant to assist in the development of new projects and the expansion of existing projects, on the terms and subject to the conditions hereinafter provided;

D.            Company and Consultant had previously entered into that certain Consulting Agreement, dated January 1, 2003, which is hereby replaced, amended and restated, in toto, by this Agreement as of the Amendment and Restatement Date; and

E.            Company is anticipating refinancing its 11⁷/₈% Senior Secured Notes due 2009 (the “Refinancing”).

NOW THEREFORE, in consideration of the mutual covenants and premises set forth herein, the parties agree as follows:

1.            Incorporation. The foregoing recitals are incorporated herein as if fully rewritten herein.

2.            Relationship of Parties. Company hereby retains Consultant and Consultant hereby agrees to serve as a consultant to Company, upon the terms and subject to the conditions hereinafter set forth. Consultant shall be an independent contractor and shall not be an employee of or a joint venturer with the Company.

3.             Term. Subject to Section 7 of this Agreement, the term during which Consultant shall render services hereunder (the “Consulting Term”) shall begin on the Amendment and Restatement Date (also referred to as the “Commencement Date”) and continue until December 31, 2026 (“Termination Date”). The parties may extend the Consulting Term on such terms and subject to the conditions upon which they shall mutually agree.

4.            Scope of Duties. During the Consulting Term, Consultant shall provide Company with consulting services from time to time to assist Company in connection with the Business. This shall include such consulting services as the Company may from time to time reasonably direct and Consultant shall devote its best efforts to the Business while performing the services. It is understood and agreed that Consultant is free at all times to arrange the time and manner of performing the consulting services requested by Company and they shall in no event require Consultant to be active in the day-to-day operations of the Company, unless the parties shall otherwise agree.

5.            Compensation. Subject to the provisions of this Agreement, Consultant shall be entitled to receive the following Base Fee, Development Fee and reimbursement of expenses:

(a)       Base Fee. Consultant shall receive as compensation for rendering its services hereunder the sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS   AND   00/100   DOLLARS ($1,250,000.00) per year (the “Base Fee”). The Base Fee shall be payable in two equal payments of Six Hundred Twenty-Five Thousand and no/100 Dollars ($625,000.00) on each of  January 1st  and July 1st of each year during the Consulting Term.

(b)  Development Fee. In addition to all other compensation hereunder and not in lieu thereof, Consultant shall be entitled to a development fee (“Development Fee”) equal to two and one-half percent (2.5%) of the Budgeted Cost (as hereinafter defined) of any Development (as hereinafter defined) undertaken by Company, to be paid the first day of each calendar quarter, in arrears, ratably as Budgeted Costs of each Development are incurred, or as the parties may otherwise agree in writing.

(i)            “Development” shall mean any construction of any new facility undertaken by the Company or any expansion of any existing facility owned by the Company, including the acquisition of any real property, in which construction, expansion or acquisition Consultant has been asked to participate by the Company;

(ii)           “Budgeted Cost” shall mean the budget for the Development as agreed upon between the Company and the Consultant and any approved changes thereto; provided, however, “Budgeted Cost” shall not include any actual cost overruns or savings; and

(iii)          “Development” shall specifically include each of the following projects that are pending as of the Amendment and Restatement Date: (i) the acquisition of real property across from the Lodge Casino in Blackhawk, Colorado; (ii) the acquisition and development of real property and improvements in DakotaWorks, Blackhawk, Colorado; (iii) the acquisition and development of real property and improvements in Elko, Nevada; and (iv) the renovation of the Lodge Casino as part of the “South Entrance and Trash Room” Project.

(c) Reimbursement. Company shall reimburse Consultant for all reasonable business expenses, including those for travel and transportation, incurred by it for or on behalf of Company directly in performance of its duties under this Agreement provided such expenses shall be authorized by the Company. For such purpose, Consultant shall submit to Company expenses vouchers and reports of such expenses and other disbursements in accordance with the standard procedures of Company with respect to such items.

(d) Taxes and Other. The Consultant shall be responsible for all state and federal income and self-employment taxes, applicable insurance, including workers’ compensation, and liability.

6.             Records and Files.              All books, records, ledgers, journals, drawings, reports, or other information relative to the Business or its development plans shall at all times belong to and remain the property of Company. During the Consulting Term and thereafter, except as shall be necessary to carry out its responsibilities under this Agreement, Consultant shall not be entitled to retain, reproduce or otherwise remove any such records from the business premises of Company and it shall forthwith upon the termination hereof return to Company such records of the Company and any copies thereof in its possession or control.

7.             Termination With Cause.  The parties agree that Company shall be entitled to terminate this Agreement after giving thirty (30) days’ notice to Consultant for Cause. Cause shall mean: (i) a material breach of this Agreement by the Consultant, its employees or agent; (ii) an act of theft by the Consultant, its employees or agents; (iii) conviction of the Consultant, its employees or agents for the commission of a felony; or (iv) the misappropriation of any property belonging to the Company by the Consultant, its employees or agents. In the event that Consultant is terminated pursuant to this Section 7,

(a) This Agreement shall be immediately terminated;

(b) Company shall pay to Consultant the prorated portion of its Base Fee and Development Fee, if any, accrued to the date of termination or the Consultant shall reimburse the Company for any unearned portion; and

(c) Company shall have no further financial obligation to Consultant or its assigns under this Agreement.

8.           Binding Effect and Assignment. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned without the prior written consent of the other party hereto; and, further provided, that this Agreement may be assigned without consent to any person, corporation or other entity which acquires all or a substantial portion of the assets of Company or Consultant.

9.           Notices. All notices, requests, demands and other communications made hereunder shall be in writing and shall be deemed duly given when: (i) personally delivered; (ii) sent by nationally recognized overnight courier; (iii) sent by facsimile transmission, receipt confirmed; or (iv) by registered or certified mail, postage prepaid, as follows, or to such other address or person as any party may designate by notice to the other parties;

If to Consultant:	David C. Grunenwald
	Vice-President of Development/Leasing
	Jacobs Investments Management Co., Inc.
	1231 Main Avenue Cleveland, Ohio 44113
	Facsimile: 216-861-6315

If to Company:	Stephen R. Roark
	President of Casino Operations and CFO
	Jacobs Entertainment, Inc.
	17301 West Colfax Avenue, Suite 250
	Golden, Colorado 80401
	Facsimile: 303-215-5219

10.          Waiver of Breach. The waiver by either party of a breach of any condition of this Agreement by the other shall be in writing and shall not be construed as a waiver of any subsequent breach by the other.

11.          Governing Law. This Agreement shall be construed under and governed by the laws of the State of Ohio.

12.          Unenforceability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, as the case may be, and this Agreement shall be construed, interpreted and enforced to the maximum extent permitted by law, as if such provision had been initially incorporated herein as so modified or restricted or as if such provision had not been initially incorporated herein, as the case may be, and any such modification or restriction shall not affect the validity of any other provision herein.

13.          Prior Agreements. This Agreement amends and supplants any and all prior consulting agreements between the parties hereto.

14.          Entire Agreement. This Agreement constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and may only be modified or amended upon the written consent of the parties.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized agents to sign this Agreement as of the Amendment and Restatement Date.

CONSULTANT:
JACOBS INVESTMENTS MANAGEMENT CO., INC.,
an Ohio corporation
By:	/s/ David C. Grunenwald
David C. Grunenwald, Vice President Development/Leasing
Date: May 24, 2006
COMPANY:
JACOBS ENTERTAINMENT, INC.,
A Delaware corporation
By:	/s/ Stephen R. Roark
Stephen R. Roark, President of Casino Operations and CFO
Date: May 24, 2006

EX-10.13

EXHIBIT 10.13

FOURTH AMENDMENT

TO

OPTION PURCHASE AGREEMENT

This FOURTH AMENDMENT TO OPTION PURCHASE AGREEMENT, (the “Fourth Amendment”), is made and entered into to be effective as of the 15th day of May, 2006 (the “Effective Date”) by Dakota\Blackhawk, LLC, a Colorado limited liability company (“Dakota”), and Jacobs Entertainment, Inc., a Delaware corporation and/or assigns, (“JEI”).

A G R E E M E N T:

1.PURPOSE: Dakota and JEI desire to amend various provisions of that certain Option Purchase Agreement dated September 12, 2005, as amended by a “First Amendment to Option Purchase Agreement” dated November 11, 2005, a “Second Amendment to Option Purchase Agreement” dated effective December 9, 2005 and a “Third Amendment to Option Purchase Agreement” dated effective December 16, 2005 (collectively, the “Option Purchase Agreement”) as set forth below (sometimes Dakota and JEI are referred to singularly as a “Party” and collectively as the “Parties”).

2.AMENDED PROVISIONS.

A.Exhibit “B” to the Option Purchase Agreement, the “Real Estate Sales Contract”, is hereby deleted and replaced with Exhibit “B” attached hereto and incorporated herein (a revised “Real Estate Sales Contract”). The attached revised Real Estate Sales Contract permits JEI, at its election, to pay the Purchase Price (defined in Section 2.1 of the Real Estate Sales Contract) in cash or other immediately available funds, in Purchaser’s sole discretion.

3.CONTINUING EFFECT. This Fourth Amendment shall be incorporated into and become a part of the Option Purchase Agreement and all other terms, conditions and obligations of the Option Purchase Agreement shall remain unchanged and in full force and effect.

4.CONFLICT IN TERMS. If any dispute shall arise as to a conflict in the terms of the Option Purchase Agreement and this Fourth Amendment, the terms of this Fourth Amendment shall be deemed to supersede any such conflicting terms and this Fourth Amendment shall be further deemed to govern over the Option Purchase Agreement.

5.ENTIRE AGREEMENT. This Fourth Amendment contains the entire understanding between the Parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties hereto, relating to the subject matter of this Fourth Amendment, which are not fully expressed herein.

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6.FURTHER ACTS. Each Party hereto agrees to perform any and all such further and additional acts and execute and deliver any and all such further and additional instruments and documents as may be reasonably necessary in order to carry out the provisions and effectuate the intent of this Fourth Amendment.

7.AUTHORITY. Each Party hereto represents and warrants that it has full authority to execute this Fourth Amendment and bind to this Fourth Amendment its respective partners, trustees, beneficiaries, remaindermen, directors, officers, employees, agents, advisors, attorneys, successors, assigns and personal representatives.

8.SEVERABILITY. If any provision hereof is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provisions shall be duly severable; this Fourth Amendment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the severance of the illegal, invalid, or unenforceable provision or provisions.

9.GOVERNING LAW. This Fourth Amendment shall be construed in accordance with the laws of the State of Colorado.

10.BENEFIT. Except as otherwise provided herein, this Fourth Amendment shall be binding upon and inure to the benefit of the Parties hereto and their successors, assigns, legal representatives, heirs and legatees.

11.PARAGRAPH HEADINGS. All paragraph headings set forth in this Fourth Amendment are for purposes of identification and are intended for convenience only, and shall not control or affect the meaning, construction or effect of this Fourth Amendment or any provision hereof.

12.COUNTERPART EXECUTION. This Fourth Amendment may be executed in multiple counterparts, each of which shall be fully effective as an original, for which together shall constitute only one (1) instrument.

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IN WITNESS WHEREOF, this Fourth Amendment has been executed to be effective as of the Effective Date.

DAKOTA:
DAKOTA/BLACKHAWK, LLC,
a Colorado limited liability company
By:	/s/ Roger L. Pomainville
	Roger L. Pomainville, Manager
By:	/s/ Wendell G. Pickett
	Wendell G. Pickett, Manager
JEI:
JACOBS ENTERTAINMENT, INC.,
a Delaware corporation
And/Or Assigns
By:	/s/ Stephen R. Roark
Printed Name: Stephen R. Roark
Title: Chief Financial Officer

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EX-10.14

EXHIBIT 10.14

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11^th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Nautica Phase 2 Limited Partnership., an Ohio limited partnership, hereinafter referred to as LANDLORD.

WITNESSETH:

LANDLORD hereby grants TENANT the Option to lease certain property in Cleveland, Ohio as follows:

1.GRANT OF OPTION:  For two (2) years (“Option Period”) following the Effective Date of this Agreement, LANDLORD grants to TENANT the option to lease (“Option”) the property outlined herein. Such Option Period may be extended for two (2) additional years at the election of the TENANT by notifying LANDLORD in writing of its intention to extend such Option Period within thirty (30) days prior to the expiration of the Option Period (“Extension Notice”).

2.OPTION PRICE:  TENANT shall pay to LANDLORD $50,000 in immediately available funds upon execution of this Agreement, and on each anniversary of the Effective Date, including after the Extension Notice , as consideration for such Option. Such amounts shall be non-refundable.

3.PROPERTY:  That certain property on the West Bank of the Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment Complex (“Nautica”) comprised of approximately  108.247 s.f. land and minor improvements thereon, if any,  and which is Parcel # 003-19-002 of the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property is attached as Exhibit A.

4.LEASE. The lease between the parties (“Lease”) shall reflect the terms of this Agreement and be in substantially the same form as that attached as Exhibit B. The Lease shall be executed within five (5) days following exercise of the Option as provided herein.

5.DUE DILIGENCE:  Following execution of this Agreement, TENANT will evaluate the Property. During such evaluation, TENANT shall conduct such tests as it deems necessary in its sole discretion, including but not limited to environmental and geotechnical tests and preparation of a survey and title report. LANDLORD shall cooperate with TENANT during its evaluation, including providing access to the Property, and provide to TENANT copies of existing reports concerning the Property. The TENANT shall conduct its evaluation so as not to impede or otherwise effect or inconvenience LANDLORD’S use or enjoyment of the Property or any business conducted thereon.

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6.EXERCISE OF THE OPTION:  If TENANT decides to exercise the Option granted herein, TENANT will notify the LANDLORD of its decision in writing before the end of the Option Period and the parties shall proceed to Lease execution as provided herein. The Option may be exercised at any time during the Option Period, as extended. If the TENANT does not notify LANDLORD before the end of the Option Period, then this Agreement shall expire and neither party shall have any further liability hereunder.

7.TENANT IMPROVEMENTS:  TENANT may, at TENANT’S expense, construct one or more buildings and/or parking structures and other improvements on the Property, as it deems desirable, subject to applicable building codes. LANDLORD agrees to cooperate with TENANT in obtaining necessary governmental approvals for the construction and operation of such improvements and to execute such applications, consents, and estoppel certificates as may be required by governmental authorities or TENANT’S lenders.

8.NOTICES:  Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if, delivered by hand by messenger at the address of the intended recipient, sent prepaid by Federal Express (or a comparable guaranteed overnight delivery service), or deposited in the United States first class mail (registered or certified, postage prepaid, with return receipt requested), addressed to the intended recipient, at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified by written notice to the sender given in accordance with the requirements of this Paragraph. Any such notice, request or demand so given shall be deemed given on the day it is delivered by messenger at the specified address, or on the day of deposit in the United States Mail, as the case may be.

For the LANDLORD:	Nautica Phase 2 Limited Partnership
	c/o Jacobs Investments Management Co., Inc.
	1231 Main Avenue
	Cleveland, Ohio
	Attention: David C. Grunenwald,
	Vice-President of Development/Leasing
With a Copy to:	Stephen P. Owendoff, Esq.
	Hahn Loeser & Parks LLP
	200 Public Square
	3300 BP Tower
	Cleveland, Ohio 44114
For the TENANT:	Stephen A. Roark, CFO
	Jacobs Entertainment, Inc.
	17301 West Colfax
	Golden, Colorado 80401

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With a Copy to:	Samuel E. Wing, Esq.
	Jones & Keller
	1625 Broadway, Suite 1600
	Denver, Colorado 80202

9.CHOICE OF LAWS:  This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflict of laws provisions.

10.AUTHORITY:  Each party signing below warrants and represents that he or it has the authority to execute this Agreement. This Agreement shall be binding on and inure to the benefit of each party’ssuccessors and assigns.

11.LEASING COMMISSION:  The parties acknowledge that neither has been represented by a real estate broker or other agent in this transaction and each party agrees to defend and indemnify the other from and against any and all claims of a third-party real estate broker or agent for commissions being made though such party.

12.ASSIGNMENT. This Agreement may be assigned by the PURCHASER to an entity in which it owns a controlling interest or to an entity acquiring all or substantially all of the assets of the PURCHASER.

13.COUNTERPARTS. This Agreement may be executed in one or more counterparts, together which constitute the Agreement.

14.ENTIRE AGREEMENT: This Agreement together with the Purchase Agreement, contain the entire agreement between the parties hereto relating to the Property and shall not be amended or modified unless set forth in writing between the parties.

Agreed and Accepted as of the Effective Date.

TENANT:
	Jacobs Entertainment, Inc.
	By:	/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Title:		President/Chief Financial Officer

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LANDLORD:	Nautica Phase 2 Limited Partnership
	By: Nautica Phase 2 LLC, General Partner
		By:	/s/ David C. Grunenwald
			David C. Grunenwald, Vice-President of
			Development/Leasing
		By:	/s/ Patrick J. McKinley
			Patrick J. McKinley, Executive
			Vice-President

4

EX-10.15

EXHIBIT 10.15

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11^th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Jacobs Lot D, Inc. an Ohio corporation, hereinafter referred to as LANDLORD.

WITNESSETH:

LANDLORD hereby grants TENANT the Option to lease certain property in Cleveland, Ohio as follows:

1.GRANT OF OPTION:  For two (2) years (“Option Period”) following the Effective Date of this Agreement, LANDLORD grants to TENANT the option to lease (“Option”) the property outlined herein. Such Option Period may be extended for two (2) additional years at the election of the TENANT by notifying LANDLORD in writing of its intention to extend such Option Period within thirty (30) days prior to the expiration of the Option Period (“Extension Notice”).

2.OPTION PRICE:  TENANT shall pay to LANDLORD $50,000 in immediately available funds upon execution of this Agreement, and on each anniversary of the Effective Date, including after the Extension Notice , as consideration for such Option. Such amounts shall be non-refundable.

3.PROPERTY:  That certain property on the West Bank of the Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment Complex (“Nautica”) comprised of approximately  52,441 s.f. land and minor improvements thereon, if any,  and which is Parcel #  003-18-005 of the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property is attached as Exhibit A.

4.LEASE. The lease between the parties (“Lease”) shall reflect the terms of this Agreement and be in substantially the same form as that attached as Exhibit B. The Lease shall be executed within five (5) days following exercise of the Option as provided herein.

5.DUE DILIGENCE:  Following execution of this Agreement, TENANT will evaluate the Property. During such evaluation, TENANT shall conduct such tests as it deems necessary in its sole discretion, including but not limited to environmental and geotechnical tests and preparation of a survey and title report. LANDLORD shall cooperate with TENANT during its evaluation, including providing access to the Property, and provide to TENANT copies of existing reports concerning the Property. The TENANT shall conduct its evaluation so as not to impede or otherwise effect or inconvenience LANDLORD’S use or enjoyment of the Property or any business conducted thereon.

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6.EXERCISE OF THE OPTION:  If TENANT decides to exercise the Option granted herein, TENANT will notify the LANDLORD of its decision in writing before the end of the Option Period and the parties shall proceed to Lease execution as provided herein. The Option may be exercised at any time during the Option Period, as extended. If the TENANT does not notify LANDLORD before the end of the Option Period, then this Agreement shall expire and neither party shall have any further liability hereunder.

7.TENANT IMPROVEMENTS:  TENANT may, at TENANT’S expense, construct one or more buildings and/or parking structures and other improvements on the Property, as it deems desirable, subject to applicable building codes. LANDLORD agrees to cooperate with TENANT in obtaining necessary governmental approvals for the construction and operation of such improvements and to execute such applications, consents, and estoppel certificates as may be required by governmental authorities or TENANT’S lenders.

8.NOTICES:  Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if, delivered by hand by messenger at the address of the intended recipient, sent prepaid by Federal Express (or a comparable guaranteed overnight delivery service), or deposited in the United States first class mail (registered or certified, postage prepaid, with return receipt requested), addressed to the intended recipient, at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified by written notice to the sender given in accordance with the requirements of this Paragraph. Any such notice, request or demand so given shall be deemed given on the day it is delivered by messenger at the specified address, or on the day of deposit in the United States Mail, as the case may be.

For the LANDLORD:	Jacobs Lot D, Inc.
	c/o Jacobs Investments Management Co., Inc.
	1231 Main Avenue
	Cleveland, Ohio
	Attention: David C. Grunenwald,
	Vice-President of Development/Leasing
With a Copy to:	Stephen P. Owendoff, Esq.
	Hahn Loeser & Parks LLP
	200 Public Square
	3300 BP Tower
	Cleveland, Ohio 44114
For the TENANT:	Stephen A. Roark, CFO
	Jacobs Entertainment, Inc.
	17301 West Colfax
	Golden, Colorado 80401

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With a Copy to:	Samuel E. Wing, Esq.
	Jones & Keller
	1625 Broadway, Suite 1600
	Denver, Colorado 80202

9.CHOICE OF LAWS:  This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflict of laws provisions.

10.AUTHORITY:  Each party signing below warrants and represents that he or it has the authority to execute this Agreement. This Agreement shall be binding on and inure to the benefit of each party’ssuccessors and assigns.

11.LEASING COMMISSION:  The parties acknowledge that neither has been represented by a real estate broker or other agent in this transaction and each party agrees to defend and indemnify the other from and against any and all claims of a third-party real estate broker or agent for commissions being made though such party.

12.ASSIGNMENT. This Agreement may be assigned by the PURCHASER to an entity in which it owns a controlling interest or to an entity acquiring all or substantially all of the assets of the PURCHASER.

13.COUNTERPARTS. This Agreement may be executed in one or more counterparts, together which constitute the Agreement.

14.ENTIRE AGREEMENT: This Agreement together with the Purchase Agreement, contain the entire agreement between the parties hereto relating to the Property and shall not be amended or modified unless set forth in writing between the parties.

Agreed and Accepted as of the Effective Date.

TENANT:
	Jacobs Entertainment, Inc.
			By:		/s/ Stephen R. Roark
			Name:				Stephen R. Roark
			Title:			President/Chief Financial Officer
LANDLORD:	Jacobs Lot D, Inc.
		By:		/s/ Jeffrey P. Jacobs
				Jeffrey P. Jacobs, President

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EX-10.16

EXHIBIT 10.16

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) to acquire property is made this 18^th day of, April 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware corporation, hereinafter referred to as PURCHASER, and Flats Development, Inc., an Ohio corporation, hereinafter referred to as SELLER.

WITNESSETH:

SELLER hereby grants PURCHASER the Option to purchase certain property in Cleveland, Ohio as follows:

1.GRANT OF OPTION:  For two (2) years (“Option Period”) following the Effective Date SELLER grants to PURCHASER the option to purchase (“Option”) the property outlined herein. Such Option Period may be extended for two (2) additional years at the election of the PURCHASER by notifying SELLER in writing of its intention to extend such Option Period within thirty (30) days prior to the expiration of the Option Period (“Extension Notice”).

2.OPTION PRICE:  PURCHASER shall pay to SELLER $50,000 (“Option Payment”) upon execution of this Agreement and on each anniversary of the Effective Date including after the Extension Notice, as consideration for such Option. The Option Payments shall be non-refundable but applicable against the Purchase Price.

3.PROPERTY:  That certain property on the West Bank of the Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment Complex (“Nautica”) comprised of land approximately 76,913 s.f. and improvements thereon, if any, and which are Parcels # 003-17-015, and approximately 17% of Parcel # ###-##-#### on the Tax Maps for Cuyahoga County, Ohio, as well as a reversionary interest at June 26, 2026 in land comprised of approximately 380,795 s.f. (“Property”). A map of the Property is attached as Exhibit A.

4.PURCHASE AGREEMENT. The Purchase Agreement between the parties (“Purchase Agreement”) shall reflect the terms of this Agreement and be in substantially the same form as that attached as Exhibit B. The Purchase Agreement shall be executed within five (5) days following exercise of the Option as provided herein.

5.DUE DILIGENCE:  Upon execution of this Agreement, PURCHASER will evaluate the Property. During such evaluation, PURCHASER shall conduct such tests as it deems necessary in its sole discretion, including but not limited to environmental and geotechnical tests and preparation of a survey and title report. SELLER shall cooperate with PURCHASER during its evaluation, including providing access to the Property, and provide to PURCHASER copies of existing reports concerning the Property. The PURCHASER shall conduct its evaluation so as not to impede or otherwise effect or

1

inconvenience SELLER’S use or enjoyment of the Property or any business conducted thereon.

6.EXERCISE OF THE OPTION:  If PURCHASER decides to exercise the Option granted herein, PURCHASER will notify the SELLER of its decision in writing before the end of the Option Period and the parties shall proceed to Purchase Agreement execution as provided herein. The Option may be exercised at any time during the Option Period, as extended. If the PURCHASER does not notify SELLER before the end of the Option Period, then this Option Agreement shall expire and neither party shall have any further liability hereunder.

7.NOTICES:  Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if, delivered by hand by messenger at the address of the intended recipient, sent prepaid by Federal Express (or a comparable guaranteed overnight delivery service), or deposited in the United States first class mail (registered or certified, postage prepaid, with return receipt requested), addressed to the intended recipient, at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified by written notice to the sender given in accordance with the requirements of this Paragraph. Any such notice, request or demand so given shall be deemed given on the day it is delivered by messenger at the specified address, or on the day of deposit in the United States Mail, as the case may be.

For the SELLER:	Mrs. Helen Chaney
	711 Spindlewood
	Fearrington Post
	Pittsboro, NC 27312
With a Copy to:	David R. Frankstone
	1414 Raleigh Road, Suite 320
	The Exchange West at Meadowmount
	Chapel Hill, NC 27517
For the PURCHASER:	Stephen A. Roark, CFO
	Jacobs Entertainment, Inc.
	17301 West Colfax
	Golden, Colorado 80401
With a Copy to:	Samuel E. Wing, Esq.
	Jones & Keller
	1625 Broadway, Suite 1600
	Denver, Colorado 80202

8.CHOICE OF LAWS:  This Agreement shall be governed by the laws of the State of Ohio, without regard to conflict of laws principles.

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9.AUTHORITY:  Each party signing below warrants and represents that he or it has the authority to execute this Agreement. This Agreement shall be binding on and inure to the benefit of each party’ssuccessors and assigns.

10.SALES COMMISSION:  The parties acknowledge that neither has been represented by a real estate broker or other agent in this transaction and each party agrees to defend and indemnify the other from and against any and all claims of a third-party real estate broker or agent for commissions being made though such party.

11.ASSIGNMENT. This Agreement may be assigned by the PURCHASER to an entity in which it owns a controlling interest or to an entity acquiring all or substantially all of the assets of the PURCHASER.

12.COUNTERPARTS. This Agreement may be executed in one or more counterparts, together which constitute the Agreement.

13.ENTIRE AGREEMENT: This Agreement together with the Purchase Agreement, contain the entire agreement between the parties hereto relating to the Property and shall not be amended or modified unless set forth in writing between the parties.

Agreed and Accepted as of the Effective Date.

PURCHASER:
	Jacobs Entertainment, Inc.
		By:	/s/ Stephen R. Roark
		Name:				Stephen R. Roark
		Title:			Chief Financial Officer
SELLER:	Flats Development, Inc.
		By:		/s/ Helen Chesney
		Name:				Helen Chesney
		Title:

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EX-10.17

EXHIBIT 10.17

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Sycamore & Main, Inc., an Ohio corporation, hereinafter referred to as LANDLORD.

WITNESSETH:

LANDLORD hereby grants TENANT the Option to lease certain property in Cleveland, Ohio as follows:

1.GRANT OF OPTION:  For two (2) years (“Option Period”) following the Effective Date of this Agreement, LANDLORD grants to TENANT the option to lease (“Option”) the property outlined herein. Such Option Period may be extended for two (2) additional years at the election of the TENANT by notifying LANDLORD in writing of its intention to extend such Option Period within thirty (30) days prior to the expiration of the Option Period (“Extension Notice”).

2.OPTION PRICE:  TENANT shall pay to LANDLORD $50,000 in immediately available funds upon execution of this Agreement, and on each anniversary of the Effective Date, including after the Extension Notice , as consideration for such Option. Such amounts shall be non-refundable.

3.PROPERTY:  That certain property on the West Bank of the Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment Complex (“Nautica”) comprised of approximately  28,646 s.f. land and minor improvements thereon, if any,  and which is Parcel #  003-19-018 of the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property is attached as Exhibit A.

4.LEASE.  The lease between the parties (“Lease”) shall reflect the terms of this Agreement and be in substantially the same form as that attached as Exhibit B.  The Lease shall be executed within five (5) days following exercise of the Option as provided herein.

5.DUE DILIGENCE:  Following execution of this Agreement, TENANT will evaluate the Property. During such evaluation, TENANT shall conduct such tests as it deems necessary in its sole discretion, including but not limited to environmental and geotechnical tests and preparation of a survey and title report. LANDLORD shall cooperate with TENANT during its evaluation, including providing access to the Property, and provide to TENANT copies of existing reports concerning the Property. The TENANT shall conduct its evaluation so as not to impede or otherwise effect or inconvenience LANDLORD’S use or enjoyment of the Property or any business conducted thereon.

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6.EXERCISE OF THE OPTION:  If TENANT decides to exercise the Option granted herein, TENANT will notify the LANDLORD of its decision in writing before the end of the Option Period and the parties shall proceed to Lease execution as provided herein. The Option may be exercised at any time during the Option Period, as extended. If the TENANT does not notify LANDLORD before the end of the Option Period, then this Agreement shall expire and neither party shall have any further liability hereunder.

7.TENANT IMPROVEMENTS:  TENANT may, at TENANT’S expense, construct one or more buildings and/or parking structures and other improvements on the Property, as it deems desirable, subject to applicable building codes.  LANDLORD agrees to cooperate with TENANT in obtaining necessary governmental approvals for the construction and operation of such improvements and to execute such applications, consents, and estoppel certificates as may be required by governmental authorities or TENANT’S lenders.

8.NOTICES:  Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if, delivered by hand by messenger at the address of the intended recipient, sent prepaid by Federal Express (or a comparable guaranteed overnight delivery service), or deposited in the United States first class mail (registered or certified, postage prepaid, with return receipt requested), addressed to the intended recipient, at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified by written notice to the sender given in accordance with the requirements of this Paragraph.  Any such notice, request or demand so given shall be deemed given on the day it is delivered by messenger at the specified address, or on the day of deposit in the United States Mail, as the case may be.

For the LANDLORD:	Sycamore & Main, Inc.
	c/o Jacobs Investments Management Co., Inc.
	1231 Main Avenue
	Cleveland, Ohio
	Attention: David C. Grunenwald,
	Vice-President of Development/Leasing
With a Copy to:	Stephen P. Owendoff, Esq.
	Hahn Loeser & Parks LLP
	200 Public Square
	3300 BP Tower
	Cleveland, Ohio  44114
For the TENANT:	Stephen A. Roark, CFO
	Jacobs Entertainment, Inc.
	17301 West Colfax
	Golden, Colorado 80401

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With a Copy to:	Samuel E. Wing, Esq.
	Jones & Keller
	1625 Broadway, Suite 1600
	Denver, Colorado 80202

9.CHOICE OF LAWS:  This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflict of laws provisions.

10.AUTHORITY:  Each party signing below warrants and represents that he or it has the authority to execute this Agreement. This Agreement shall be binding on and inure to the benefit of each party’ssuccessors and assigns.

11.LEASING COMMISSION:  The parties acknowledge that neither has been represented by a real estate broker or other agent in this transaction and each party agrees to defend and indemnify the other from and against any and all claims of a third-party real estate broker or agent for commissions being made though such party.

12.ASSIGNMENT. This Agreement may be assigned by the PURCHASER to an entity in which it owns a controlling interest or to an entity acquiring all or substantially all of the assets of the PURCHASER.

13.COUNTERPARTS. This Agreement may be executed in one or more counterparts, together which constitute the Agreement.

14.ENTIRE AGREEMENT: This Agreement together with the Purchase Agreement, contain the entire agreement between the parties hereto relating to the Property and shall not be amended or modified unless set forth in writing between the parties.

Agreed and Accepted as of the Effective Date.

TENANT:
	Jacobs Entertainment, Inc.
		By:	/s/ Stephen R. Roark
		Name:			Stephen R. Roark
		Title:		President/Chief Financial Officer

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LANDLORD:	Sycamore & Main, Inc.
		By:	/s/ David C. Grunenwald
		David C. Grunenwald, Vice-President of
		Development/Leasing
		By:		/s/ Patrick J. McKinley
		Patrick J. McKinley, Executive
		Vice-President

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EX-10.18

EXHIBIT 10.18

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) to lease property is made this 11^th day of July, 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware Corporation, hereinafter referred to as TENANT, and Nautica Peninsula Land Limited Partnership, an Ohio limited partnership, hereinafter referred to as LANDLORD.

WITNESSETH:

LANDLORD hereby grants TENANT the Option to lease certain property in Cleveland, Ohio as follows:

1.GRANT OF OPTION:  For two (2) years (“Option Period”) following the Effective Date of this Agreement, LANDLORD grants to TENANT the option to lease (“Option”) the property outlined herein. Such Option Period may be extended for two (2) additional years at the election of the TENANT by notifying LANDLORD in writing of its intention to extend such Option Period within thirty (30) days prior to the expiration of the Option Period (“Extension Notice”).

2.OPTION PRICE:  TENANT shall pay to LANDLORD $50,000 in immediately available funds upon execution of this Agreement, and on each anniversary of the Effective Date, including after the Extension Notice , as consideration for such Option. Such amounts shall be non-refundable.

3.PROPERTY:  That certain property on the West Bank of the Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment Complex (“Nautica”) comprised of approximately 82,343 s.f. land and minor improvements thereon, if any,  and which is Parcels # 003-16-033, 003-18-002, 003-19-001, and 003-19-005 of the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property is attached as Exhibit A.

4.LEASE. The lease between the parties (“Lease”) shall reflect the terms of this Agreement and be in substantially the same form as that attached as Exhibit B. The Lease shall be executed within five (5) days following exercise of the Option as provided herein.

5.DUE DILIGENCE:  Following execution of this Agreement, TENANT will evaluate the Property. During such evaluation, TENANT shall conduct such tests as it deems necessary in its sole discretion, including but not limited to environmental and geotechnical tests and preparation of a survey and title report. LANDLORD shall cooperate with TENANT during its evaluation, including providing access to the Property, and provide to TENANT copies of existing reports concerning the Property. The TENANT shall conduct its evaluation so as not to impede or otherwise effect or inconvenience LANDLORD’S use or enjoyment of the Property or any business conducted thereon.

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6.EXERCISE OF THE OPTION:  If TENANT decides to exercise the Option granted herein, TENANT will notify the LANDLORD of its decision in writing before the end of the Option Period and the parties shall proceed to Lease execution as provided herein. The Option may be exercised at any time during the Option Period, as extended. If the TENANT does not notify LANDLORD before the end of the Option Period, then this Agreement shall expire and neither party shall have any further liability hereunder.

7.TENANT IMPROVEMENTS:  TENANT may, at TENANT’S expense, construct one or more buildings and/or parking structures and other improvements on the Property, as it deems desirable, subject to applicable building codes. LANDLORD agrees to cooperate with TENANT in obtaining necessary governmental approvals for the construction and operation of such improvements and to execute such applications, consents, and estoppel certificates as may be required by governmental authorities or TENANT’S lenders.

8.NOTICES:  Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if, delivered by hand by messenger at the address of the intended recipient, sent prepaid by Federal Express (or a comparable guaranteed overnight delivery service), or deposited in the United States first class mail (registered or certified, postage prepaid, with return receipt requested), addressed to the intended recipient, at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified by written notice to the sender given in accordance with the requirements of this Paragraph. Any such notice, request or demand so given shall be deemed given on the day it is delivered by messenger at the specified address, or on the day of deposit in the United States Mail, as the case may be.

For the LANDLORD:	Nautica Peninsula land Limited Partnership
	c/o Jacobs Investments Management Co., Inc.
	1231 Main Avenue
	Cleveland, Ohio
	Attention: David C. Grunenwald,
	Vice-President of Development/Leasing
With a Copy to:	Stephen P. Owendoff, Esq.
	Hahn Loeser & Parks LLP
	200 Public Square
	3300 BP Tower
	Cleveland, Ohio 44114
For the TENANT:	Stephen A. Roark, CFO
	Jacobs Entertainment, Inc.
	17301 West Colfax
	Golden, Colorado 80401

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With a Copy to:	Samuel E. Wing, Esq.
	Jones & Keller
	1625 Broadway, Suite 1600
	Denver, Colorado 80202

9.CHOICE OF LAWS:  This Agreement shall be governed by and construed under the laws of the State of Ohio without regard to conflict of laws provisions.

10.AUTHORITY:  Each party signing below warrants and represents that he or it has the authority to execute this Agreement. This Agreement shall be binding on and inure to the benefit of each party’ssuccessors and assigns.

11.LEASING COMMISSION:  The parties acknowledge that neither has been represented by a real estate broker or other agent in this transaction and each party agrees to defend and indemnify the other from and against any and all claims of a third-party real estate broker or agent for commissions being made though such party.

12.ASSIGNMENT. This Agreement may be assigned by the PURCHASER to an entity in which it owns a controlling interest or to an entity acquiring all or substantially all of the assets of the PURCHASER.

13.COUNTERPARTS. This Agreement may be executed in one or more counterparts, together which constitute the Agreement.

14.ENTIRE AGREEMENT: This Agreement together with the Purchase Agreement, contain the entire agreement between the parties hereto relating to the Property and shall not be amended or modified unless set forth in writing between the parties.

Agreed and Accepted as of the Effective Date.

TENANT:	Jacobs Entertainment, Inc.
	By:	/s/ Stephen R. Roark
	Name:			Stephen R. Roark
	Title:		President/Chief Financial Officer

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LANDLORD:	Nautica Peninsula land Limited Partnership
	By: Nautica Peninsula, Inc. General Partner
		By:	/s/ David C. Grunenwald
			David C. Grunenwald, Vice-President of Development/Leasing
		By:	/s/ Patrick J. McKinley
		Patrick J. McKinley, Executive Vice-President

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EX-10.19

EXHIBIT 10.19

OPTION AGREEMENT

This OPTION AGREEMENT (“Agreement”) to acquire property is made this 11^th day of, July 2006 (“Effective Date”) by and between Jacobs Entertainment, Inc., a Delaware corporation, hereinafter referred to as PURCHASER, and Sugar Warehouse Limited Partnership, an Ohio Limited Partnership, hereinafter referred to as SELLER.

WITNESSETH:

SELLER hereby grants PURCHASER the Option to purchase certain property in Cleveland, Ohio as follows:

1.GRANT OF OPTION:  For two (2) years (“Option Period”) following the Effective Date  SELLER grants to PURCHASER the option to purchase (“Option”) the property outlined herein. Such Option Period may be extended for two (2) additional years at the election of the PURCHASER by notifying SELLER in writing of its intention to extend such Option Period within thirty (30) days prior to the expiration of the Option Period (“Extension Notice”).

2.OPTION PRICE:  PURCHASER shall pay to SELLER $250,000 (“Option Payment”) upon execution of this Agreement and on each anniversary of the Effective Date including after the Extension Notice, as consideration for such Option. The Option Payments shall be non-refundable but applicable against the Purchase Price.

3.PROPERTY:  That certain property on the West Bank of the Cuyahoga River in Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment Complex (“Nautica”) comprised of  a building with approximately 47,380 s.f. and a leasehold interest until June 30, 2026 in land comprised of approximately 380,795 s.f. and improvements thereon, if any, and which are Parcels # 003-17-006, 003-17-009, and approximately 83% of Parcel # ###-##-#### on the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property is attached as Exhibit A.

4.PURCHASE AGREEMENT. The Purchase Agreement between the parties (“Purchase Agreement”) shall reflect the terms of this Agreement and be in substantially the same form as that attached as Exhibit B. The Purchase Agreement shall be executed within five (5) days following exercise of the Option as provided herein.

5.DUE DILIGENCE:  Upon execution of this Agreement, PURCHASER will evaluate the Property. During such evaluation, PURCHASER shall conduct such tests as it deems necessary in its sole discretion, including but not limited to environmental and geotechnical tests and preparation of a survey and title report. SELLER shall cooperate with PURCHASER during its evaluation, including providing access to the Property, and provide to PURCHASER copies of existing reports concerning the Property. The PURCHASER shall conduct its evaluation so as not to impede or otherwise effect or

inconvenience SELLER’S use or enjoyment of the Property or any business conducted thereon.

6.EXERCISE OF THE OPTION:  If PURCHASER decides to exercise the Option granted herein, PURCHASER will notify the SELLER of its decision in writing before the end of the Option Period and the parties shall proceed to Purchase Agreement execution as provided herein. The Option may be exercised at any time during the Option Period, as extended. If the PURCHASER does not notify SELLER before the end of the Option Period, then this Option Agreement shall expire and neither party shall have any further liability hereunder.

7.NOTICES:  Any notice, request or demand required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given if, delivered by hand by messenger at the address of the intended recipient, sent prepaid by Federal Express (or a comparable guaranteed overnight delivery service), or deposited in the United States first class mail (registered or certified, postage prepaid, with return receipt requested), addressed to the intended recipient, at the intended recipient’s address set forth below, or at such other address as the intended recipient may have specified by written notice to the sender given in accordance with the requirements of this Paragraph. Any such notice, request or demand so given shall be deemed given on the day it is delivered by messenger at the specified address, or on the day of deposit in the United States Mail, as the case may be.

For the SELLER:	Sugar Warehouse Limited Partnership
	c/o Jacobs Investments Management Co., Inc. 1231 Main Avenue Cleveland, Ohio Attention: David C. Grunenwald,
	Vice-President of Leasing/Development
With a Copy to:	Stephen P. Owendoff, Esq. Hahn Loeser & Parks LLP 200 Public Square 3300 BP Tower Cleveland, Ohio 44114
For the PURCHASER:	Stephen A. Roark, CFO Jacobs Entertainment, Inc. 17301 West Colfax Golden, Colorado 80401
With a Copy to:	Samuel E. Wing, Esq. Jones & Keller 1625 Broadway, Suite 1600 Denver, Colorado 80202

8.CHOICE OF LAWS:  This Agreement shall be governed by the laws of the State of Ohio, without regard to conflict of laws principles.

9.AUTHORITY:  Each party signing below warrants and represents that he or it has the authority to execute this Agreement. This Agreement shall be binding on and inure to the benefit of each party’ssuccessors and assigns.

10.SALES COMMISSION:  The parties acknowledge that neither has been represented by a real estate broker or other agent in this transaction and each party agrees to defend and indemnify the other from and against any and all claims of a third-party real estate broker or agent for commissions being made though such party.

11.ASSIGNMENT. This Agreement may be assigned by the PURCHASER to an entity in which it owns a controlling interest or to an entity acquiring all or substantially all of the assets of the PURCHASER.

12.          COUNTERPARTS. This Agreement may be executed in one or more counterparts, together which constitute the Agreement.

13.ENTIRE AGREEMENT: This Agreement together with the Purchase Agreement, contain the entire agreement between the parties hereto relating to the Property and shall not be amended or modified unless set forth in writing between the parties.

Agreed and Accepted as of the Effective Date.

PURCHASER:
	Jacobs Entertainment, Inc.
		By:	/s/ Stephen R. Roark
		Name:					Stephen R. Roark
		Title:				President/Chief Financial Officer
SELLER:	Sugar Warehouse Limited Partnership
		By:		/s/ Patrick J. McKinley
		Name:					Patrick J. McKinley
		Title:			General Partner

EX-10.20

EXHIBIT 10.20

STATE OF LOUISIANA

PARISH OF CALCASIEU

LEASE AND OPTION TO PURCHASE AGREEMENT

BE IT KNOWN, that before the undersigned Notaries Public in the State of Louisiana and in the presence of the undersigned competent witnesses, personally came and appeared:

CURRAY CORPORATION, a Louisiana corporation (“Curray”), domiciled and having its principal place of business in the Parish of Calcasieu and whose mailing address is declared to be 1125 Enterprise Blvd., Lake Charles, Louisiana 70601, herein represented by its duly authorized officer Scotty G. Rozas;

TEXAS PELICAN, LLC, a Louisiana limited liability company (“Texas”), domiciled and having its principal place of business in the Parish of Calcasieu and whose mailing address is declared to be 1125 Enterprise Blvd., Lake Charles, Louisiana 70601, herein represented by its duly authorized officer Scotty G. Rozas, (Curray and Texas are collectively and jointly and severally, hereinafter the “Landlord”);

and

JALOU OF VINTON, LLC, a Louisiana limited liability company (“Tenant”), domiciled and having its principal place of business in the Parish of St. Martin and whose mailing address is declared to be 718 S. Buchanan, Suite C, Lafayette, Louisiana 70501, herein represented by its duly authorized officer, Stan W. Guidroz,

each of whom did execute this LEASE AND OPTION TO PURCHASE AGREEMENT (“Lease”), as of the 21st day of June, 2006 (the “Agreement Date”).

INTRODUCTION

A.Landlord is the owner of the land described in Exhibit A hereto and any improvements thereon. Landlord is further the owner of the personal property and other items set forth on Exhibit B. Such land and improvements together with all rights, interests and privileges, assets, subleases and personal property, both as listed on Exhibit B and otherwise held by the Landlord arising from or relating to the foregoing and to the operations thereon of: (i) a truck stop containing video draw poker devices, a convenience store and restaurant, a fuel dispensing facility; (ii) a recreational vehicle park; and (iii) a bingo parlor, are all hereinafter collectively referred to as the “Premises”;

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B.Tenant wishes to lease the Premises from Landlord pursuant to the provisions stated in this Lease; and

C.Landlord also wishes to grant to Tenant an option to purchase the Premises.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable, consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.Description. Landlord hereby leases to Tenant and Tenant leases from Landlord the Premises, as defined above and located at 2211, 2213 and 2217 Old Highway 90, Vinton, Calcasieu Parish, Louisiana as more fully described in Exhibits A and B, attached hereto together with all rights, interests and privileges of Landlord under or in connection with the foregoing. Landlord represents and warrants to Tenant that the Premises are free of any mortgage or other lien, charge or encumbrance other than the lien of non-delinquent real estate taxes.

2.Initial Term. The initial term (hereinafter referred to as the “Initial Term”) shall commence on the Agreement Date and shall expire on the last day of the sixtieth (60^th) full calendar month thereafter.

3.Options To Extend Term. Tenant is herewith given the option to extend the term on all of the terms and subject to all of the conditions contained in this Lease, except the provisions relating to the amount of rent, for two (2) consecutive periods of five (5) years duration each (collectively, the “Renewal Terms” and each, a “Renewal Term”) following expiration of the Initial Term, by giving written notice of the exercise of the foregoing renewal option to Landlord at least six (6) months before the expiration of the than current term (the Initial Term and each Renewal Term are collectively referred to hereinafter as the “Term”).

4.Acceptance of Premises. Tenant’s taking possession of the Premises at the commencement of the Initial Term shall constitute Tenant’s acknowledgment that the Premises are in good and satisfactory condition.

5.Monthly Rent. During the Initial Term, Tenant shall pay to Landlord, jointly, as rent, the combined sum of Forty Thousand and no/100 Dollars ($40,000.00) per full calendar month. Rent shall be payable in advance on the first day of each month, commencing on the date the Initial Term commences, and continuing on the first day of each month during the Initial Term. If the Agreement Date is other than the first of any calendar month, Rent for that partial month shall be prorated and the Initial Term shall commence with the first full calendar month thereafter. All rent shall be paid to Landlord at the address to which notices to Landlord are to be given.

6.Rent Increases. The monthly rent amounts provided in Paragraph 5 above shall be increased at the commencement of the first Renewal Term to Forty-Five Thousand and no/100 Dollars ($45,000.00) per calendar month and for the second Renewal Term to Fifty Thousand and no/100 Dollars ($50,000.00) per calendar month.

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7.Property Taxes. Tenant shall pay before delinquency all property taxes and assessments, real and personal (“Taxes”) that are levied and assessed against the Premises to the extent such Taxes are (i) allocable to and payable during the Term; and (ii) levied and assessed against the land and any improvements or alterations to the Premises by Tenant. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of such payments. Without implying any obligation to do so, if Landlord pays any such Taxes, Tenant shall reimburse Landlord for the same promptly upon demand. Tenant shall have the right to contest the amount or imposition of any Taxes provided such contest shall not result in the placing of a Lien upon the Premises unless reasonably adequate security for the same is posted by the Tenant.

8.No Maintenance by Landlord. Landlord shall not have any responsibility to maintain, repair or restore the Premises, except for acts or omissions of the Landlord or its Representatives.

9.Alterations by Tenant. Any alterations made to the Premises shall remain on and be surrendered with the Premises on expiration or termination of this Lease.

(a)In making any alterations to the Premises, Tenant shall comply with the following:

(i)The alterations shall be approved by all appropriate government agencies to the extent required, and all applicable permits and authorizations shall be obtained before commencement of the alterations.

(ii)If the estimated cost of the alterations exceeds $25,000, work shall not be commenced until five (5) days after Landlord has received notice from Tenant stating the date work is to commence so that Landlord may post and record an appropriate notice of nonresponsibility.

(iii)Tenant shall have the right to make alterations to the Premises in such manner and form as shall be acceptable to the Tenant, including, but not limited to, modifying, removing or changing the location of any fuel dispensing facility and its lines and tanks, removing, relocating or modifying any buildings, sheds, water treatment facilities or any other improvements on the Premises, making any alterations or modifications as may be required by the Louisiana Gaming Control Board or the laws, rules or regulations promulgated by the same or any other governmental authority or related to the presence on the Premises of video draw poker devices; provided, however, the fair market value of the Premises when such alterations or improvements are completed shall be not less than the fair market value of the Premises prior to the making of such alterations or improvements.

(b)Tenant may display in, on, or above the Premises any sign or decoration, the nature of which is permitted by applicable law. At the termination of this Lease, Tenant shall remove any signs it has placed on the Premises during the Term, repairing any damage caused thereby.

(c)Trade fixtures, equipment, furniture and other personal property installed or placed in the Premises at the cost of Tenant shall be the property of Tenant and Tenant shall remove the same prior to the expiration or sooner termination of this Lease. Tenant shall, at its

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own cost and expense, completely repair any and all damage to the Premises resulting from or caused by such removal.

10.Mechanics’ Liens. Tenant shall pay all costs for construction done by it or caused to be done by it on the Premises. Tenant shall keep the Premises free and clear of all mechanics’ liens resulting from construction done by or for Tenant. Tenant shall have the right to contest the correctness or the validity of any such lien if, immediately on demand by Landlord, Tenant procures and records a lien release bond issued by a corporation authorized to issue bonds in Louisiana in an amount equal to the claim of lien.

11.Utilities and Services. Tenant shall arrange and pay for all gas, water, electricity and other utilities and services required for Tenant’s use of the Premises. Landlord shall not be liable for failure to furnish utilities or services to the Premises or the interruption of the same, unless such interruption shall be the result of the acts or omissions of the Landlord or its Representatives.

12.Release. Landlord and Tenant hereby release each other from any and all liability or responsibility to the other (or to any insurance company insuring the other or anyone claiming by, through or under any of them by way of subrogation or otherwise) for any destruction of or damage to property caused by fire at or other casualty to the Premises or any portion thereof or any improvements, equipment or other property located thereon, even if such fire or other casualty shall be caused by the negligence of such other party hereto, or any of its Representatives or anyone for whom such other party hereto may be responsible; provided, however, that such release shall be applicable and in force and effect only so long as such liability or responsibility is covered by such insurance required herein and that such release does not invalidate any policy or policies of insurance maintained by the other party hereto, whether presently or hereafter issued, it being agreed by the parties hereto that such releases shall not apply in any case in which the application thereof would result in the invalidation, in whole or in part, of any such policy or policies of insurance.

13.Public Liability and Property Damage Insurance. Tenant at its cost shall maintain public liability and property damage insurance with a single combined liability limit of at least $1,000,000, and property damage limits of not less than $500,000, insuring against liability of Tenant and its representatives, agents, employees, customers and other invitees arising out of Tenant’s use or occupancy of the Premises. Landlord shall be named as an additional named insured.

14.Tenant’s Fire Insurance. Tenant, at its cost, shall maintain on all buildings and other property, Tenant’s improvements, and Tenant’s alterations, in, on, or about the Premises, a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, to the extent of at least 80% of their full replacement value. The proceeds from any such policy shall be used by Tenant for the replacement of such property or the restoration of Tenant’s improvements or alterations. Both Landlord and Tenant shall be named as insureds. The “full replacement value” of the property to be insured under this Paragraph shall be determined by the company issuing the insurance policy at the time the policy is initially obtained. Not more frequently than once every two (2) years, Landlord or Tenant shall have the right to notify the other party that it elects to have the replacement value determined by

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 the insurance company. The re-determination shall be made promptly and in accordance with the rules and practices of the Board of Fire Underwriters, or a like board recognized and generally accepted by the insurance company, and each party shall be promptly notified of the results. The insurance policy shall be adjusted according to the re-determination. Landlord shall, upon the request of Tenant, execute and deliver to the insurance company and Tenant all authorizations and assignments required to permit insurance proceeds to be paid to Tenant for use for restoration or replacement. Tenant shall have no obligation to incur any costs to restore the Premises beyond the amount of insurance proceeds actually received.

15.Definitions relating to Condemnation.

(a)“Condemnation” means (a) the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor and (b) a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

(b)“Date of Taking” means the date the condemnor has the right to possession of the property being condemned.

(c)“Award” means all compensation, sums, or anything of value awarded, paid, or received for a total or partial condemnation.

(d)“Condemnor” mans any public or quasi-public authority, or private corporation or individual, having the power of condemnation.

16.Total Taking. If the Premises are totally taken by condemnation, this Lease shall terminate on the Date of Taking.

17.Partial Taking. If any portion of the Premises is taken by condemnation, this Lease shall remain in effect, except that Tenant may elect to terminate this Lease if the condemnation makes the Premises unsuitable, in Tenant’s sole judgment, for operation of the business conducted on the Premises prior to the condemnation. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate pursuant to this Paragraph by giving notice to Landlord within ninety (90) days after the nature and the extent of the taking have been finally determined. If Tenant elects to terminate this Lease as provided in this Paragraph, Tenant also shall notify Landlord of the date of such termination, which date shall not be earlier than thirty (30) days nor later than one hundred eighty (180) days after Tenant has notified Landlord of its election to terminate; except that this Lease shall terminate on the Date of Taking if the Date of Taking falls on a date before the date of termination as designated by Tenant. If Tenant does not terminate this Lease within the 90-day period, this Lease shall continue in full force and effect, except that rent shall be reduced pursuant to Paragraph 18 below.

18.Effect on Rent. If any portion of the Premises is taken by condemnation and this Lease remains in full force and effect, on the Date of Taking the rent shall be reduced by an amount that is in the same ratio to the then applicable rent as the value of the portion of the Premises taken bears to the total value of the Premises immediately before the Date of Taking.

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Each party waives the provisions of any law allowing either party to petition a court to terminate this Lease in the event of a partial taking of the Premises.

19.Distribution of Condemnation Award. The condemnation award shall belong to and be paid solely to Landlord to the extent the award is allocated to the taking of land. The condemnation award shall belong to and be paid solely to Tenant to the extent the award is allocated to the taking of buildings or other improvements or portions thereof or the loss of business, use or personal property. Tenant shall be entitled to receive any portion of the award paid by the condemnor which is designated as compensation to Tenant for moving costs or any other costs, fees or expenses incurred or to be incurred by Tenant.

20.Temporary Taking. The taking of the Premises or any part of the Premises by military or other public authority shall constitute a taking of the Premises by condemnation only when the use and occupancy by the taking authority has continued for longer than 30 consecutive days. During the 30 day period, all the provisions of this Lease shall remain in full force and effect, except that rent shall be abated or reduced during such period of taking based on the extent to which the taking interferes with Tenant’s use of the Premises.

21.Tenant’s Default. The occurrence of any of the following shall constitute a default by Tenant:

(a)Failure to pay rent when due, if the failure continues for fifteen (15) days after written notice has been received by Tenant.

(b)Failure to perform any other provision of this Lease if the failure to perform is not cured within thirty (30) days after notice has been received by Tenant. If the default cannot reasonably be cured within 30 days, Tenant shall not be in default of this Lease if Tenant commences to cure the default within the 30 day period and thereafter diligently and in good faith continues to effect such cure.

(c)Notices given under this Paragraph shall specify the alleged default and the applicable Lease provision, and shall demand that Tenant perform the provisions of this Lease or pay the rent that is in arrears, as the case may be, within the applicable period of time, or quit the Premises. No such notice shall be deemed a forfeiture or a termination of this Lease.

22.Landlord’s Remedies. Landlord shall have the following remedies if Tenant commits and continues a default.

(a)Tenant’s Right to Possession Not Terminated. Landlord can continue this Lease in full force and effect, and the Lease will continue in effect as long as Landlord does not terminate Tenant’s right to possession, and Landlord shall have the right to collect rent when due. During the period Tenant is in default, Landlord can enter the Premises and relet them, or any part of them, to third parties for Tenant’s account. Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by this Paragraph shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to terminate this Lease. If Landlord relets the Premises as provided in this Paragraph, rent that Landlord receives from reletting shall be applied to the payment of: First, any indebtedness from Tenant to Landlord other than rent

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due from Tenant; Second, all costs, including for repairs or maintenance, incurred by Landlord in reletting; Third, rent due and unpaid under this Lease. After deducting the payments referred to in this Paragraph, any sum remaining from the rent Landlord receives from reletting shall be held by Landlord and applied in payment of future rent as rent becomes due under this Lease. Unless Landlord shall elect to terminate this Lease upon an event of default, Landlord shall have an obligation to make a good faith attempt to relet the Premises for the highest rent reasonably available.

(b)Termination of Tenant’s Right to Possession. Landlord can terminate Tenant’s right to possession of the Premises after default by Tenant and the expiration of all applicable cure periods. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, reletting the Premises, or the appointment of a receiver on Landlord’s initiative to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to Possession. On termination of Tenant’s right of possession, Landlord has the right to recover from Tenant the unpaid rent that has accrued to the time of termination of this Lease

(c)Landlord’s Right To Cure Tenant’s Default. Landlord, at any time after Tenant commits a default, may cure the default at Tenant’s cost. If Landlord at any time, by reason of Tenant’s default, pays any sum or does any act that requires the payment of any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if paid at a later date shall bear interest at the rate of 8% per annum from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant. The sum, together with interest on it, shall be additional rent.

23.Interest on Unpaid Rent. Rent not paid when due shall bear interest from the date due until paid at the rate of 8% per annum.

24.Tenant’s Right To Cure Landlord’s Default. Landlord shall be in default of this Lease if it fails or refuses to perform any provision of this Lease that it is obligated to perform if the failure to perform is not cured within 15 days after notice of the default has been given by Tenant to Landlord. If the default cannot reasonably be cured within 15 days, Landlord shall not be in default of this Lease if Landlord commences to cure the default within the 15 day period and diligently and in good faith continues to cure the default. Tenant, at any time after Landlord commits a default, may cure the default at Landlord’s cost. If Tenant at any time, by reason of Landlord’s default, pays any sum or does any act that requires the payment of any sum, the sum paid by Tenant shall be due immediately from Landlord to Tenant at the time the sum is paid, and if paid at a later date shall bear interest at the rate of 8% per annum from the date the sum is paid by Tenant until Tenant is reimbursed by Landlord.

25.Estoppel Certificates. Each of the parties, within 10 days after notice from the other, shall execute and deliver to the requesting party, in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of rent, the dates to which the rent has been paid in advance, the existence or non-existence of any defaults, and any other matters related to the Premises or this Lease.

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26.Assignment, Subletting and Leasehold Mortgages.

(a)This Lease and the leasehold estate hereby created may be assigned or sublet by Tenant from time to time without the consent of Landlord. In the case of an assignment, however, the assignee or transferee shall, in the instrument of assignment or transfer or in a duly executed and acknowledged collateral instrument, assume the performance of all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such assignment. Tenant agrees to deliver to Landlord promptly following any assignment of this Lease a duplicate original counterpart of the instrument of assignment or transfer, in recordable form, and of any collateral instrument of the character described above. No assignment or subletting shall release Tenant from the performance of any of the terms, covenants and conditions required to be performed by Tenant prior or subsequent to such assignment or subletting.

(b)The making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed an assignee or transferee of this Lease or of the leasehold estate hereby created so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of the Tenant to be performed hereunder but_. the purchase at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or transferee of this Lease and of the leasehold estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage, shall be deemed to be an assignee or transferee within the meaning of this Lease and shall be deemed to have assumed the performance of all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the date of such purchase and assignment. If the Leasehold Mortgagee or its nominee shall become holder of the leasehold estate and if the Premises shall have been or become materially damaged on, before or after the date of such purchase and assignment, the Leasehold Mortgagee or its nominee hall not be obliged to repair, replace or reconstruct the Premises except to the extent of the net insurance proceeds received by it by reason of such damage.

(c)Landlord agrees that Tenant shall have the right at any time and from time to time during the term of this Lease to make a Leasehold Mortgage, provided that at no time are there more than three (3) separate mortgage liens on Tenant’s estate hereunder, two or more consolidated mortgages to be considered as one mortgage. The Leasehold Mortgagee shall notify Landlord of the address of the Leasehold Mortgagee to which notices under this Lease shall be sent. In the event of any assignment of any Leasehold Mortgage, the assignee thereof shall notify Landlord of the address of the assignee to which notices under this Lease shall be sent.

(d)So long as any Leasehold Mortgage shall remain a lien on Tenant’s leasehold estate hereunder, Landlord agrees, simultaneously with the giving of any notice to Tenant (i) of default, or (ii) of a matter on which a default may be predicated or claimed, or (iii) of a termination hereof, or (iv) of a condition which if continued may lead to a termination hereof, to give duplicate copies thereof or of any process in any action or proceeding brought to terminate or otherwise in any way affect this Lease, to each Leasehold Mortgagee, provided the

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provisions of this paragraph shall be complied with (and if compliance therewith be subsequent to Landlord’s notice to Tenant, Landlord shall, promptly after receipt of Leasehold Mortgagee’s or assignee’s notice, give such duplicate copies as hereinabove provided), and no such notice to Tenant or process shall be effective unless a copy of such notice is given each Leasehold Mortgagee in the manner herein provided. Each Leasehold Mortgagee will have the same period after receipt of the notice aforesaid to it for remedying the default or causing the same to be remedied as is given Tenant after notice to it plus 30 days thereafter and Landlord agrees to accept such performance on the part of a Leasehold Mortgagee as though the sane had been done or performed by Tenant.

(e)Landlord agrees that it will take no action to effect a termination of the Term of this Lease by reason of any default without first giving to each Leasehold Mortgagee, reasonable time within which either (i) to obtain possession of the Premises (including possession by a receiver) and thereafter to cure such default if the default be one which can be cured with the exercise of reasonable diligence by the Leasehold Mortgagee, or (ii) to institute foreclosure proceedings and to complete such foreclosure, or otherwise to acquire Tenant’s interest under this Lease with diligence and without unreasonable delay in the case of a default which cannot be cured with the exercise of reasonable diligence by the Leasehold Mortgagee. In either such case, the default of which notice shall have been given shall be deemed cured. The Leasehold Mortgagee shall not be required to continue such foreclosure proceedings if the default shall be cured by Tenant and provided, further, that nothing herein shall preclude Landlord from exercising any rights or remedies under this Lease with respect to any other default by Tenant during any period of such forbearance.

(f)In the event of the termination of this Lease prior to its stated expiration date, Landlord agrees that it will give all Leasehold Mortgagees notice of ouch termination and will enter into a new lease of the Premises with a Leasehold Mortgagee or at the request of such Leasehold Mortgagee with an assignee, designee or nominee of such Leasehold Mortgagee for the remainder of the term effective as of the date of such termination, upon the same covenants, agreements, terms, provisions, limitations and rights of renewal herein contained except for requirements which are no longer applicable or have already been performed, provided (i) such Leasehold Mortgagee makes written request upon Landlord for such new lease within thirty (30) days after the giving of such notice of termination and such written request is accompanied by payment to Landlord of all amounts then due to Landlord of which Landlord shall have given the Leasehold Mortgagee notice, (ii) such Leasehold Mortgagee pays or causes to be paid to Landlord at the time of the execution and delivery of such new lease any and all additional sums which would at the time of the execution and delivery thereof be due under this Lease but for such termination and pays or causes to be paid any and all expenses including reasonable counsel fees, court costs and costs and disbursements incurred by Landlord in connection with any such termination and in connection with the execution and delivery of such new lease and any conveyance of title to the Premises, less the net income from the Premises collected by Landlord subsequent to the date of the termination of this Lease and prior to the execution and delivery of such new lease. If Landlord receives more than one written request in accordance with the provisions of this Section, Landlord shall only be required to deliver the new lease to the Leasehold Mortgagee whose Leasehold Mortgage is prior in lien to any and all other Leasehold Mortgages whose holders have made such request, and the written request, and its rights hereunder, of the holder of any Leasehold Mortgage subordinate in lien to

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a Leasehold Mortgage whose holder has made such request shall be null and void and of no force or effect. The provisions of this paragraph shall survive the termination of this Lease and shall continue in full force and effect thereafter to the same extent as if this Paragraph were a separate and independent contract among Landlord, Tenant and each Leasehold Mortgagee.

(g)Any new lease made pursuant to the preceding provisions of this Lease and any renewal lease entered into with a Leasehold Mortgagee shall be prior to any mortgage or other lien, charge or encumbrance on the fee of the Premises and shall be accompanied by a conveyance of leasehold title to the Promises (free of any mortgage or other lien, charge or encumbrance created or suffered to be created by Landlord) for a term of years equal to the term of the new lease as the same may be extended pursuant to the provisions of said now lease.

(h)This Lease shall not be modified or surrendered to Landlord or cancelled by Tenant, nor shall Landlord accept a surrender of this Lease without the prior written consent of all Leasehold Mortgagees nor shall any merger result from the acquisition by, or devolution upon, any one entity of the fee and leasehold estates in the Premises.

(i)No payment made to Landlord by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold Mortgagee having made any payment to Landlord pursuant to Landlord’s wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof provided it shall have made demand therefor not later than one year after the date of its payment.

(j)Landlord agrees that if Tenant for any reason shall fail within the time limited in this Lease, or shall not be entitled, to exercise its right to renew this Lease for any renewal term as herein provided, Landlord shall notify each Leasehold Mortgagee that Tenant has failed as aforesaid, or is not entitled, to exercise its right to renew this Lease, as the case may be, and each Leasehold Mortgagee shall have the right, for a period of thirty (30) days after the receipt of such notice to elect that this Lease be renewed for such renewal term upon the same terms and conditions and with the sane effect as though such right had been exercised by Tenant as set forth in this Lease. If more than one Leasehold Mortgagee shall exercise the election provided for in this Section the Landlord shall only be required to execute the instrument certifying such renewal with the Leasehold Mortgagee whose Leasehold Mortgage is prior in lien to any and all other Leasehold Mortgages, and the election, and its rights hereunder, of any Leasehold Mortgagee whose Leasehold Mortgage is subordinate in lien shall be null and void and of no force and effect.

(k)Landlord agrees to enter into any reasonable modifications to the provisions of this Lease relating to the rights, privileges and immunities of Leasehold Mortgagees that may be requested from time to time by Leasehold Mortgages so long as: (i) such modifications relate to notices, curative periods, immunities, assignments, attornments and other matters relevant to leasehold mortgages, assignments thereof, foreclosures thereunder and subsequent ownership of the leasehold estate (as distinguished from modifications that affect Landlord’s entitlement to the rent provided herein); (ii) Tenant pays reasonable fees of

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Landlord’s counsel in connection with any such modification; and (iii) all existing Leasehold Mortgagees have approved the modification.

(l)Wherever in this Lease the term “Leasehold Mortgage” is used, it shall mean any mortgage which at the time in question is a lien on Tenant’s leasehold estate hereby and upon the interest of Tenant is the Premises and any supplement to, modification, renewal, consolidation, replacement or extension thereof, but shall be limited to not more than three (3) liens, in order of priority. The term “Leasehold Mortgagee” shall mean the holder of such Leasehold Mortgage.

(m)The provisions of this Lease relating to Leasehold Mortgages and related matters are for the benefit of Leasehold Mortgagees and shall be enforceable by them.

27.Mortgage of Fee.

(a)In addition to Tenant’ a right to encumber its leasehold estate, Landlord shall have and retain the right to place a first mortgage on the Premises (such mortgage being called a “Fee Mortgage” and the holder of such Fee Mortgage being called the “Fee Mortgagee”).

(b)Any such Fee Mortgage shall provide that notice of any default under the terms thereof shall be given by the Fee Mortgagee to Tenant and Tenant shall have the right to (but need not) cure such default, and any sums so expended by Tenant shall be deemed advances made for the benefit of Landlord, which sums shall bear interest at the rate of twelve (12) per cent (12%) per annum from the date of such advances until repaid, and shall be payable by Landlord to Tenant hereunder ten (10) days after payment by Tenant. Any such Fee Mortgage shall provide that so long as the Tenant is not in default hereunder subject to any applicable cure periods (and then only in accord with the language of this Lease), the Fee Mortgage, the Fee Mortgagee and any successor or assign of the Fee Mortgagee, including, but not limited to, any successors to the same as a result of a foreclosure sale of the Fee Mortgagee’s interest in the Premises or a deed-in-lieu thereof or any other similar successor or assign, shall not disturb the leasehold possession of the Tenant hereunder.

28.Right of Refusal in Favor of Tenant.

(a)In advance of making any sale or transfer of the Premises, or any portion thereof, Landlord shall give a detailed notice (the “Proposed Sale Notice”) of the proposed sale to Tenant, which notice shall describe, among other things, the purchase price, the terms of payment, the identity of the buyer and all other terms and conditions of the proposed sale. A true and correct copy of the purchase agreement shall be included with the Proposed Sale Notice. For a period of fifteen (15) days following the Proposed Sale Notice (hereinafter referred to as the “Notice Period”), Tenant shall have the right (but not the obligation) to purchase the Premises (but not less than all of the Premises) on the same terms as if the Tenant had exercised the Option under Paragraph 44 below. If exercised, the foregoing right of first refusal shall be exercised by a written notice to Landlord from Tenant at any time within the fifteen (l5) day Notice Period stating that Tenant has elected to exercise the right of first refusal (hereinafter referred to as the “Notice of Exercise”). Failure by Tenant to give a Notice of

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Exercise within the Notice Period shall be deemed an election by Tenant not to exercise such right of first refusal.

(b)If Tenant shall fail to exercise the aforementioned right of first refusal, Landlord shall be free to effect a sale of the Premises for the purchase price and upon the terms described in the Proposed Sale Notice to the designated buyer for a period of six (6) months after the date upon which the Proposed Sale Notice was given. If the proposed sale is not so made within the time period, Landlord shall not thereafter sell or transfer the Premises without compliance with all of the provisions of this Lease in connection with the proposed sale, including, without limitation, compliance with the notice provisions and observance of the right of first refusal described above.

(c)Notwithstanding the foregoing or anything to the contrary contained herein, in the event of any sale or transfer of any of the Landlord’s interest in the Premises, whether in compliance with the terms and conditions of this Lease or otherwise, in every event such successor purchaser shall take the Premises subject to the terms and conditions of this Lease and the rights of the Tenant hereunder, including, but not limited to, the Option described in Paragraph 44 below.

29.Notices. Any notice to a party required or permitted under this Lease shall be given in writing. The notice shall be deemed to have been given at the following times: (a) on the date of service if served personally on the party to whom notice is to be given; (b) on the day of transmission if transmitted by electronic facsimile with electronic confirmation of receipt; (c) on the first business day after deposit if deposited with an overnight national express courier service; or (d) on the fifth day after mailing if mailed by first class mail, postage prepaid, addressed to the other party as follows:

Any Landlord:	To: Curray Corporation 1125 Enterprise Blvd. Lake Charles, Louisiana 70601 Attention: Scotty G. Rozas Fax: (   )
Tenant:	Jalou of Vinton, LLC 718 S. Buchanan, Suite C Lafayette, Louisiana 70501 Attention: Stan W. Guidroz Fax: (   )
With copy to:	Stanley R. Gorom III, Esq. Hahn Loeser & Parks LLP 200 Public Square, Suite 3300 Cleveland, Ohio 44114 Fax: (216) 274-2460

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Any party may change the address of such party or its counsel for purposes of this paragraph by giving the other party and persons designated above written notice of the new address in the manner set forth above.

30.Waiver. No delay or omission in the exercise of any right or remedy of Landlord or Tenant shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by Landlord of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. No act or conduct of Landlord, including, without limitation, the acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the Term. Only a notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of the Lease. Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord’s consent to or approval of any subsequent act by Tenant. Any waiver of any defaults shall be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Lease.

31.Attorney’s Fee. If either party becomes a party to any litigation concerning this Lease or the Premises by reason of any act or omission of the other party or its authorized representatives, and not by any act or omission of the party that becomes a party to that litigation or any act or omission of its authorized representatives, the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys’ fees and court costs incurred by it in the litigation. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit.

32.Surrender of Premises. Subject to the provisions of Paragraph 9 of this Lease, on expiration or termination of the Term, Tenant shall surrender to Landlord the Premises and all Tenant’s improvements and alterations.

33.Holding Over. If Tenant, with Landlord’s consent, remains in possession of the Premises after expiration or termination of the Term, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable on 30 days’ notice given at any time by either party. During any such month-to-month tenancy, Tenant shall pay all rent required by this Lease on or before the first day of each month.

34.Inability To Use Premises. If applicable statutes or ordinances of any government body which are adopted or enacted after the date of this Lease prohibit Tenant from using the Premises as a video draw poker facility containing at least forty (40) video poker devices, Tenant may elect to terminate this Lease by notice to Landlord. The effective date of termination shall not be any earlier than the effective date of the new or amended statute or ordinance.

35.Time of Essence. Time is of the essence of each provision of this Lease.

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36.Successors. This Lease shall be binding on and inure to the benefit of the parties and their successors and assigns.

37.Rent Payable in U. S. Money. Rent and all other sums payable under this Lease must be paid in lawful currency of the United States of America.

38.Real Estate Brokers; Finders. Each party represents that it has not had dealings with any real estate broker, finder or other person, with respect to this Lease in any manner. Each party shall hold harmless the other party from all damages resulting from any claim that nay be asserted against the other party by any broker, finder or other person, with whom the other party has or allegedly has dealt.

39.Quiet Enjoyment. Landlord covenants and warrants that so long as Tenant keeps and performs all of its covenants and agreements under this Lease, Tenant shall have quiet, undisturbed and continued possession of the Premises, free from all claims against the Landlord and all persons claiming by, through or under the Landlord. Without limiting the generality of the preceding sentence, Landlord agrees that Landlord will not conduct or permit oil drilling activity of any nature on the surface of the Premises during the Term, nor grant any right to use the surface of the Premises during the Term hereof.

40.Exhibits. All exhibits referred to herein are attached to this Lease and incorporated by reference herein.

41.Interpretation of Lease.

(a)This Lease shall be construed and interpreted in accordance with the laws of the State of Louisiana.

(b)This Lease contains all the agreements of the parties.

(c)The captions of and headings in this Lease shall have no effect on its interpretation.

(d)When required by the context of this Lease, the singular shall include the plural.

(e)“Party” shall mean Landlord or Tenant.

(f)The unenforceability, invalidity, or illegality of any provision shall not render the other provisions unenforceable, invalid, or illegal.

42.Definitions. As used in this Lease, the following words and phrases shall have the following meanings, whether or not capitalized:

“Alteration” shall mean any addition or change to, or modification of, the Premises made by Tenant.

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“Damage” shall mean any injury, deterioration, or loss to a person or property caused by another person’s acts or omissions. Damage includes death.

“Damages” means monetary compensation or indemnity that can be recovered in the courts by any person who has suffered damage to his person, property, or rights through another’s act or omission.

“Destruction” shall mean any damage, as defined herein, to or disfigurement of the Premises.

“Encumbrance” shall mean any deed of trust, mortgage, or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security for the payment of a debt or performance of an obligation.

“Environmental Law(s)” means all federal, state, parish and local statutes, regulations, rules, ordinances and similar provisions having the force or effect of law, all licenses, permits, authorizations, approvals, covenants or criteria having the force or effect of law, all guidelines having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law and equitable doctrines (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability), in each case concerning public health and safety, worker health and safety and pollution or protection of the environment (including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation), each as amended and as now or hereafter in effect, including, by way of illustration and not limitation, the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Solid Waste Disposal Act, 42 U.S.C. § 6901, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., and the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., and any similar or corresponding state, local, municipal and/or parish ordinance, rule, regulation, law or act (or any successor legislation thereto).

“Expiration” shall mean the coming to an end of the time specified in the Lease as its duration, including any extension of the Term resulting from the exercise of an option to renew.

“Law” shall mean any judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirement of any municipal, county, parish, state, federal, or other government agency or authority having jurisdiction over the parties or the Premises, or both, in effect either at the time of execution of the Lease or at any time during the Term, including, without limitation, any regulation or order of a quasi-official entity or body (e.g., board of fire examiners or public utilities).

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 “Lien” shall mean a charge upon on the Premises by someone other than Landlord, by which the Premises are made security for the performance of an act.

“Maintenance” shall mean repairs and necessary replacements.

“Person” shall mean one or more human beings, or legal entities or other artificial persons, including, without limitation, partnerships, corporations, trusts, estates, associations, and any combination of human beings and/or legal entitles.

“Representative” shall mean any officer, agent, employee, or independent contractor retained or employed by a party, acting within authority given him by that party.

“Restoration” shall mean the reconstruction, rebuilding, rehabilitation, and repairs that are necessary to return destroyed portions of the Premises and other property to substantially the sane physical condition that they were in immediately prior to the destruction.

“Tenant’s Property” shall mean Tenant’s equipment, furniture, inventory, machinery, merchandise, trade fixtures and movable property placed in or on the Premises by Tenant.

“Termination” shall mean the ending of the term for any reason before expiration, as defined have.

43.Exclusion Zone. Landlord, for himself and his Affiliates, and his spouse,  agree during the Term of the Lease, and for ten (10) years following the exercise of the Option under Paragraph 44 below, not to own, operate or participate in the ownership, operations or management of any business or property containing video draw poker devices or a bingo parlor or hall within a fifteen (15) mile radius around the Premises or any of the Tenant’s, or its Affiliates, other truck stop locations as listed on Exhibit C.

44.Option to Purchase. In consideration of the Tenant’s payment of rent and of the sum of $100,000.00 (“Option Payment”), the receipt and sufficiency of which is hereby acknowledged by the Landlord, the Landlord hereby grants to the Tenant the right (the “Option”) to purchase the Premises under the terms and subject to the conditions hereinafter set forth.

(a)Method of Exercise of Option. The Option shall be exercisable by notice and payment to the Landlord in accordance with the procedure prescribed herein. Any such notice shall:

(i)State the election to exercise the Option; and

(ii)Be signed by the person or persons entitled to exercise the Option on behalf of the Tenant.

(iii)Upon receipt of such notice, the Tenant shall specify a date and time (such date and time being hereinafter referred to as the “Closing Date”) for the payment of the full purchase price for the Premises at such place in the metropolitan area of Lake Charles, Louisiana as the Tenant shall reasonably specify. The Closing Date will not be any

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earlier than ten (10) days nor later than thirty (30) days from the Landlord’s receipt of the notice of exercise.

(iv)Payment of the purchase price for the Premises shall be made at the place specified by the Tenant on or before the Closing Date by such person or persons by delivery to the Landlord of cash, cashier’s cheek or wire transfer payable to the order of the Landlord.

(b)Option Price. The purchase price for the Premises payable after exercise of the Option shall be a total of Five Million and no/100 Dollars ($5,000,000.00) (“Purchase Price”).

(i)Should the Tenant elect to exercise the Option prior to the expiration of the Initial Term, at the Closing the Tenant shall receive a credit against the Purchase Price equal to the Option Payment. Should the Tenant fail to exercise the Option or fail to exercise the Option during the Initial Term, the Tenant shall forfeit any right to the Option Payment.

(ii)In addition to the foregoing and not in lieu thereof, the Tenant shall also be entitled to a credit at the Closing against the Purchase Price equal to Seven Thousand Five Hundred and no/100 Dollars ($7,500.00) multiplied by the number of monthly rental payments actually made by the Tenant on or prior to the Closing Date; provided, however, in no event shall such credit exceed Four Hundred Thousand Fifty and no/100 Dollars ($450,000.00). The Tenant shall be entitled to this credit regardless of when the Option is exercised.

(iii)In addition to the foregoing and not in lieu thereof, if the Closing Date of the Purchase under the Option shall occur other than on the first of a given calendar month, the Tenant shall be entitled to a credit against the Purchase Price equal to the percentage of the prior monthly rental payment equal to the percentage of the month remaining after the Closing Date. i.e. the credit shall equal the number of days remaining following the Closing Date of the calendar month during which the Closing takes place divided by the total days in such month, with the resulting percentage multiplied by the most recently paid monthly rental.

(c)Term of Option. The Option may be exercised no later than ten (10) days prior to the expiration or sooner termination of the Term of this Lease.

(d)Title. On the Closing Date, following exercise of the Option, Landlord shall convey title to the Premises free and clear of all claims, Liens and Encumbrances. Notwithstanding any provision of this Lease to the contrary, Landlord shall have the obligation, via payment through escrow on the Closing Date, to secure releases, discharges or satisfactions, or otherwise cure at no cost to Tenant, any Lien for the payment of money only (except real estate and ad valorem taxes and assessments which shall be prorated in accordance herewith), including, without limitation, all mortgages, any Lien, indebtedness or Encumbrance which may be released or discharged by the payment of a definite sum of money or any exception to title

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which arose as the result of the act or violation of any of the Landlord or anyone claiming by, from, through or under it.

(e)Deliveries. As part of the Closing hereunder, Landlord shall execute and deliver to the Tenant the Certificate, Bill of Sale, Termination, Assignment and Act of Cash Sale attached hereto, as Exhibit D.

45.Recordation. The parties agree at the commencement of this Lease to execute and record a Memorandum of Lease in the Parish records of Calcasieu Parish in the form attached hereto as Exhibit E.

46.Condition Precedent. It shall be a condition precedent to the commencement of this Lease that the Tenant shall have concurrently closed under that certain Asset Purchase Agreement, dated March 31, 2006, by and between the Tenant and OM Operating, L.L.C., a Louisiana limited liability company, among others.

47.Environmental Covenants, Indemnifications and Acknowledgments. Notwithstanding anything to the contrary contained herein, both Landlord and Tenant acknowledge that Premises have been and shall be used, in part, as a fuel dispensing facility, for the retail sale of gasoline and diesel fuels and motor oils. This acknowledgment shall be deemed to constitute Landlord’s approval of Tenant’s use of such hazardous materials on the Premises in the ordinary course of Tenant’s business.

(a)Landlord shall indemnify, defend and hold Tenant and Tenant’s officers, employees, contractors and agents (collectively, “Tenant’s Agents”) harmless from any claims, judgments, damages, penalties, fines, expenses, liabilities or losses arising out of or in any way relating to the release of hazardous materials, in material violation of any Environmental Law, in, on or under the Premises (x) prior to the commencement of the Initial Term, or (y) during the term of this Lease as a result of the actions or inactions of Landlord or Landlord’s officers, employees, contractors and agents (collectively, “Landlord’s Agents”).

(b)Tenant shall indemnify, defend and hold Landlord and Landlord’s Agents harmless from any claims, judgments, damages, penalties, fines, expenses, liabilities or losses arising out of or in any way relating to the release of hazardous materials, in material violation of any Environmental Law, in, on or under the Premises during the Term of this Lease as a result of the actions or inactions of Tenant or Tenant’s Agents or invitees or customers.

(c)The foregoing indemnifications shall specifically include, without limitation, costs incurred in connection with any investigation of site conditions or any remediation required by any governmental authority or other third party because of the presence or suspected presence of hazardous materials in the soil, groundwater, or soil vapor on or under the Premises. The foregoing indemnity shall survive the expiration or earlier termination of this Lease for a period of three (3) years.

48.Force Majure. Except as otherwise stated herein, if performance by either party of any term, condition or covenant in this Lease is delayed or prevented by an act of God, strike, lockout, shortage of material or labor, act of terrorism, restriction by any governmental authority, civil riot, act of war, or flood, the period for performance of the term, condition or

18

covenant shall be extended for a period equal to the period that such party is so delayed or prevented in the performance of such obligation.

49.Limitation of Liability. Any obligation or liability whatsoever of either the Landlord or the Tenant hereunder, which may arise at any time under this Lease or any obligation or liability which may be incurred by either party pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

50.Severability. Whenever possible, each provision of this Lease shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Lease is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Lease.

51.Guaranty. Tenant agrees at the execution of this Lease to cause Jacobs Entertainment, Inc., a Delaware corporation, its parent, to deliver to the Landlord the Guaranty attached hereto as Exhibit F.

52.Companion Agreement. The parties acknowledge that prior to the execution of this Lease, they also executed an Asset Purchase Agreement, dated March 31, 2006, among the parties and OM Operating, L.L.C. among others (“Companion Agreement”). As between the Landlord and the Tenant, in the event of a conflict between the terms and conditions of this Lease and the Companion Agreement, the terms and conditions of this Lease shall control.

53.Escrow Fees. Tenant shall be solely responsible for any escrow fees associated with either the commencement of this Lease or the exercise or the Option hereunder.

54.License Fees. At the execution of this Lease and provided Landlord has timely filed its renewal applications for both the Establishment License and the Bingo License as related to the Premises, Tenant shall reimburse Landlord $1,100.00 and $500.00, respectively, for the filing of the same.

55.Indemnification.

(a)Tenant agrees to indemnify, defend and hold harmless the Landlord and its officers, members and employees from and against any and all liabilities, claims, suits, proceedings or damages, relating to or arising from: (i) the possession, use, occupation, operation or control of the Premises or any portion thereof by the Tenant; or (ii) any damage or destruction of any property or injury or death to any person occurring on the Premises as a result of the actions or inactions of the Tenant or its employees, customers or invitees, this indemnity shall not apply to any acts of negligence or willful or intentional misconduct of the Landlord, its officers, managers, employees or invitees.

19

(b)Landlord agrees to indemnify, defend and hold harmless the Tenant and its officers, members and employees from and against any and all liabilities, claims, suits, proceedings or damages, relating to or arising from: (i) any act of negligence or omission of the Landlord or its employees, contractors, guests or licensees; or (ii) any damage or destruction of any property or injury or death to any person happening on the Premises as a result of the actions or inactions of the Landlord or its employees, customers or invitees, this indemnity shall not apply to any acts of negligence or willful or intentional misconduct of Tenant, its officers, managers, employees or invitees.

56.Removal of Tenant’s Personal Property. Tenant shall have the right, at the expiration of this Lease (assuming Lessee fails to exercise its Option granted hereunder), to remove any and all furniture, machinery, equipment and trade fixtures which Tenant may have stored or installed in the Premises which are susceptible of being removed without material damage to the Premises. Upon removal of such equipment and trade fixtures, Tenant shall promptly repair any damage to the Premises which shall have resulted from affixing, installing, or removing the same.

57.Further Assurances. Landlord and Tenant will, whenever and as often as either shall be requested to do so, promptly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such other instruments and documents, and perform such further acts, including, without limitation, providing such information as may be required by the Louisiana State Police, the Louisiana Attorney General and/or the Louisiana Gaming Control Board in order to maintain video draw poker devices on the Premises, all as may be required at any time and from time to time in order to carry out more effectively the intent and purposes of this Lease.

20

IN WITNESS WHEREOF, the undersigned have executed this Lease as of the date first above written.

WITNESS:	LANDLORD:
	CURRAY CORPORATION,
/s/ Tanya C. Angelo	a Louisiana Corporation
/s/ Mimi Robichaux
	By:	/s/ Scotty G. Rozas
		Scotty G. Rozas
WITNESS:	LANDLORD:
	TEXAS PELICAN, LLC,
	a Louisiana limited liability company
/s/ Tanya C. Angelo
/s/ Mimi Robichaux
	By:	/s/ Scotty G. Rozas
		Scotty G. Rozas
WITNESS:	TENANT:
	JALOU OF VINTON, LLC, a Louisiana limited liability company
/s/ Tanya C. Angelo
/s/ Mimi Robichaux
	By:	/s/ Stan W. Guidroz
		Stan W. Guidroz, President and Manager

21

STATE OF LOUISIANA

PARISH OF CALCASIEU

On this 21st day of June, 2006, before aye, a Notary Public, of the-State of Louisiana, personally appeared SCOTTY G. ROZAS, known to the below named Notary Public to be a resident of the State of Louisiana and the person who signed the foregoing Lease and Option to Purchase as the authorized Officer of CURRAY CORPORATION, and acknowledged that he signed the foregoing Lease and Option to Purchase as President and on behalf of CURRAY CORPORATION and that his signature hereon was duly authorized by all necessary approvals of the Board of Directors and shareholders of CURRAY CORPORATION.

/s/ Beverly Burnett

NOTARY PUBLIC

Beverly Burnett
Calcasieu Parish
Notary ID 50158
Commission Expires At Death

STATE OF LOUISIANA

PARISH OF CALCASIEU

On this 21^st day of June, 2006, before aye, a Notary Public, of the State of Florida, personally appeared STAN W. GUIDROZ, known to the below named Notary Public to be a resident of the State of Florida and the person who signed the foregoing Lease and Option to Purchase as the authorized Officer of JALOU OF VINTON, LLC, and acknowledged that he signed the foregoing Lease and Option to Purchase as Authorized Officer and on behalf of JALOU OF VINTON, LLC and that his signature hereon was duly authorized by all necessary approvals of the members of JALOU OF VINTON, LLC.

/s/ Beverly Burnett

NOTARY PUBLIC

Beverly Burnett
Calcasieu Parish
Notary ID 50159
Commission Expires At Death

22

STATE OF LOUISIANA

PARISH OF CALCASIEU

On this 21^st day of June, 2006, before aye, a Notary Public, of the-State of Louisiana, personally appeared SCOTTY G. ROZAS, known to the below named Notary Public to be a resident of the State of Louisiana and the person who signed the foregoing Lease and Option to Purchase as the authorized Officer of TEXAS PELICAN, LLC, and acknowledged that he signed the foregoing Lease and Option to Purchase as General Manager and on behalf of TEXAS PELICAN, LLC and that his signature hereon was duly authorized by all necessary approvals of the members of TEXAS PELICAN, LLC.

/s/ Beverly Burnett

NOTARY PUBLIC

Beverly Burnett
Calcasieu Parish
Notary ID 50159
Commission Expires At Death

23

EX-10.21

Exhibit 10.21

COLONIAL DOWNS

10515 Colonial Downs Parkway   New Kent, Virginia 23124

(804) 966-7223   Fax (804) 966-1565

www.colonialdowns.com

May 11, 2006

Mr. Frank Petramalo, Jr., Esq.

Executive Director/General Counsel

Virginia Horsemen’s Benevolent and Protective Association, Inc.

38-C Garrett Street

Warrenton, VA 20186

Dear Frank:

The agreement between Colonial Downs (“Colonial”) and the Virginia Horsemen’s Benevolent and Protective Association, Inc. (the “VHBPA”) dated January 1, 2005 (the “Agreement”) sets forth in Section 8E requirements for additional referenda in the Central-Southside Virginia Region. Colonial and the VHBPA both agree that additional referenda in the Central-Southside Virginia Region for the purpose of opening additional satellite wagering facilities in this region is not the optimal use of their collective resources at this time. The VHBPA further acknowledges that by running six referendums in 2003 and 2004, Colonial met prior contractual requirements to run three referendums in the Central Southside Virginia Region and actually ran two referendums that it was not required to in areas outside the Central Southside Virginia Region.

Colonial and the VHBPA both believe the greatest potential for handle growth lies in account wagering and that account wagering is the best way to penetrate the Northern Virginia market. Colonial has developed a business plan to expand account wagering to internet cafes, country clubs and bars and restaurants with sports themes. Colonial is also developing the touch screen technology to facilitate this expansion. Therefore, in recognition of a mutual shift in emphasis to account wagering as a means to handle and purse account growth, Colonial and the VHBPA agree to replace the first sentence of Section 8E of the Agreement with the following:

“Colonial Downs shall conduct three referenda during the period from January 1, 2005 to December 31, 2007 in the Central-Southside Virginia Region as set forth in Exhibit D hereto (the “Central Southside Virginia region”); provided however, upon thoroughbred handle (live plus SWF) equaling or exceeding $200,000,000, Colonial Downs’ obligations to conduct additional referenda in the Central-Southside Virginia Region shall automatically terminate.”

Sincerely,

/s/ Ian M. Stewart

Ian M. Stewart, President

Making Virginia Horse Racing History

Acknowledged and accepted

Virginia Horsemen’s Benevolent and Protective Association, Inc.

By:	/s/ Althea D. Richards
	Name
	Title

EX-10.22

Exhibit 10.22

COLONIAL DOWNS

10515 Colonial Downs Parkway   New Kent, Virginia 23124

(804) 966-7223   Fax (804) 966-1565

www.colonialdowns.com

May 26, 2006

Dr. R. C. Dunavant, Jr., D.V.M.

President

Virginia Harness Horse Association

c/o Lunenburg Animal Hospital

Highway 40

Kenbridge, VA 23944

Dear Charley,

The agreement between Colonial Downs (“Colonial”) and the Virginia Harness Horse Association (the “VHHA”) dated January 1, 2006 (the “Agreement”) sets forth in Section 9C requirements for additional referenda in the Central-Southside Virginia Region. Colonial and the VHHA both agree that additional referenda in the Central-Southside Virginia Region for the purpose of opening additional satellite wagering facilities in this region is not the optimal use of their collective resources at this time. The VHHA further acknowledges that by running six referendums in 2003 and 2004, Colonial met prior contractual requirements to run three referendums in the Central Southside Virginia Region and actually ran two referendums that it was not required to in areas outside the Central Southside Virginia Region.

Colonial and the VHHA both believe the greatest potential for handle growth lies in account wagering and that account wagering is the best way to penetrate the Northern Virginia market. Colonial has developed a business plan to expand account wagering to internet cafes, country clubs and bars and restaurants with sports themes. Colonial is also developing the touch screen technology to facilitate this expansion. Therefore, in recognition of a mutual shift in emphasis to account wagering as a means to handle and purse account growth, Colonial and the VHHA agree to replace the first sentence of Section 8E of the Agreement with the following:

“Colonial Downs shall conduct three referenda during the period from January 1, 2005 to December 31, 2007 in the Central-Southside Virginia Region as set forth in Exhibit D hereto (the “Central Southside Virginia region”); provided however, upon standardbred handle (as calculated as provided in Subsection C(3)) equaling or exceeding $45,000,000, Colonial Downs’ obligations to conduct additional referenda in the Central-Southside Virginia Region shall automatically terminate.”

Making Virginia Horse Racing History

Sincerely,

/s/ Ian M. Stewart

Ian M. Stewart, President

Acknowledged and accepted

Virginia Harness Horse Association

By:	/s/ R. C. Dunavant
Name	Dr. R. C. Dunavant, Jr., D.V.M.
Title	President

EX-12.1

Exhibit 12.1

		As of and for Year Ended December 31, (in thousands)														As of and for the Three Months Ended March 31, (in thousands)
		2001			2002		2003			2004			2005			2005			2006
Earnings:
	Income (loss) before income taxes, equity earnings (losses) of investments and minority interest	$	(45	)	$	4,745	$	2,631		$	3,891		$	(4,322	)	$	1,098		$	5,081
	Add: Fixed charges		4,831			18,703		20,327			20,468			23,373			5,482			6,159
	Add: Amortization of capitalized interest		59			59		62			65			67			16			16
	Add: Distributions from equity investees		6,208			126
	Less: Interest capitalized							(140	)		(110	)		(106	)		(4	)
Total Earnings		$	11,053		$	23,633	$	22,880		$	24,314		$	19,012		$	6,592		$	11,256
Fixed Charges:
	Interest expense	$	4,230		$	18,300	$	19,645		$	19,705		$	22,404		$	5,263		$	5,891
	Interest capitalized							140			110			106			4
	Amortization of capitalized expenses related to indebtedness		4
	Estimated interest on rental expense		597			403		542			653			863			215			264
Total Fixed Charges		$	4,831		$	18,703	$	20,327		$	20,468		$	23,373		$	5,482		$	6,155
Ratio of Earnings to Fixed Charges			2.29x			1.26x		1.13x			1.19x			0.81x			1.20x			1.83x

EX-21.1

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EXHIBIT 21.1

SUBSIDIARIES

        Each of the following subsidiaries of Jacobs Entertainment, Inc. and each other subsidiary that is or becomes a guarantor of the securities registered hereby is hereby made a registrant.

Exact Name of Registrant as in its Charter	State of Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	Percent Owned		I.R.S. Employer Identification Number
Black Hawk Gaming & Development Company, Inc.	Colorado	7993	100	%	84-1158484
Black Hawk/Jacobs Entertainment, LLC	Colorado	7993	100	%	84-1344735
Gold Dust West Casino, Inc.	Nevada	7993	100	%	84-1531817
Gilpin Hotel Venture	Colorado	7993	100	%	84-1195732
Gilpin Ventures, Inc.	Colorado	7993	100	%	84-1177995
Jalou II Inc.	Louisiana	7993	100	%	34-1926209
Winner's Choice Casino, Inc.	Louisiana	7993	100	%	72-1227314
Diversified Opportunities Group Ltd.	Ohio	7993	100	%	34-1828344
Jalou L.L.C.	Louisiana	7993	100	%	31-1749671
Houma Truck Plaza & Casino, L.L.C.	Louisiana	7993	100	%	72-1447916
Jalou—Cash's L.L.C.	Louisiana	7993	100	%	31-1750851
JACE, Inc.	Louisiana	7993	100	%	72-1221055
Lucky Magnolia Truck Stop and Casino, L.L.C.	Louisiana	7993	100	%	72-1268240
Bayou Vista Truck Plaza and Casino, L.L.C.	Louisiana	7993	100	%	72-1460460
Raceland Truck Plaza and Casino, L.L.C.	Louisiana	7993	100	%	72-1478884
Colonial Holdings, Inc.	Virginia	7948	100	%	54-1826807	*
Colonial Downs, L.P.	Virginia	7993	100	%	54-1739103
Stansley Racing Corp.	Virginia	7948	100	%	52-1880278
Colonial Downs, LLC	Virginia	7948	100	%	54-1826807	*
JRJ Properties, LLC	Louisiana	7948	100	%	13-4236507
Jalou Breaux Bridge, LLC	Louisiana	7993	100	%	43-1996089
Jalou Eunice, LLC	Louisiana	7993	100	%	20-0180331
Jalou of Jefferson, LLC	Louisiana	7993	100	%	20-0246595
Fuel Stop 36, Inc.	Louisiana	7993	100	%	72-1150382
Jalou of Larose, LLC	Louisiana	7993	100	%	20-3747106
Jalou of St. Martin, L.L.C.	Louisiana	7993	100	%	34-1967692
Jalou Diamond, L.L.C.	Louisiana	7993	100	%	27-0014037
Jalou Magic, L.L.C.	Louisiana	7993	100	%	27-0014042
Jalou of Vinton, LLC	Louisiana	7993	100	%	20-4522514
Jalou of Vinton-Bingo, LLC	Louisiana	7993	100	%	20-4522638
Jalou of St. Helena, LLC	Louisiana	7993	100	%	20-5041022
Jacobs Piñon Plaza Entertainment, Inc.	Nevada	7993	100	%	04-3843590
Jacobs Elko Entertainment, Inc.	Nevada	7993	100	%	20-4968456
Jacobs Dakota Works, LLC	Colorado	7993	100	%	20-5009915
Virginia Concessions, L.L.C.	Virginia	7993	100	%	54-1787887
Maryland-Virginia Racing Circuit, Inc.	Virginia	7993	100	%	52-1919780

*

Utilize same Employer Identification Number.

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SUBSIDIARIES

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-4 of our report dated March 28, 2006 relating to the consolidated financial statements of Jacobs Entertainment, Inc. and subsidiaries appearing in the Prospectus, which is part of this Registration Statement and to the reference to us under the heading “Experts” in such prospectus.

/s/ Deloitte & Touche LLP

Denver, Colorado

July 26, 2006

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

o  CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

JACOBS ENTERTAINMENT, INC.(1)

(Exact name of obligor as specified in its charter)

Delaware	34-1959351
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

17301 West Colfax Avenue, Suite 250
Golden, Colorado 80410

(Address of principal executive offices)

9 ¾% Senior Unsecured Notes due 2014

(Title of the indenture securities)

(1)  See Table 1—List of additional obligors

Table 1

Guarantor		State of Incorporation	Federal EIN
1.	Black Hawk Gaming & Development Company, Inc.	Colorado	84-1158484
2.	Black Hawk/Jacobs Entertainment, LLC	Colorado	84-1344735
3.	Gold Dust West Casino, Inc.	Nevada	84-1531817
4.	Gilpin Hotel Venture	Colorado	84-1195732
5.	Gilpin Ventures, Inc.	Colorado	84-1177995
6.	Jalou II Inc.	Louisiana	34-1926209
7.	Winner’s Choice Casino, Inc.	Louisiana	72-1227314
8.	Diversified Opportunities Group Ltd.	Ohio	34-1828344
9.	Jalou L.L.C.	Louisiana	31-1749671
10.	Houma Truck Plaza & Casino, L.L.C.	Louisiana	72-1447916
11.	Jalou—Cash’s L.L.C.	Louisiana	31-1750851
12.	JACE, Inc.	Louisiana	72-1221055
13.	Lucky Magnolia Truck Stop and Casino, L.L.C.	Louisiana	72-1268240
14.	Bayou Vista Truck Plaza and Casino, L.L.C.	Louisiana	72-1460460
15.	Raceland Truck Plaza and Casino, L.L.C.	Louisiana	72-1478884
16.	Colonial Holdings, Inc.	Virginia	54-1826817
17.	Colonial Downs, L.P.	Virginia	54-1739103
18.	Stansley Racing Corp.	Virginia	52-1880278
19.	Colonial Downs, LLC	Virginia	N/A
20.	JRJ Properties, LLC	Louisiana	13-4236507
21.	Jalou Breaux Bridge, LLC	Louisiana	43-1996089
22.	Jalou Eunice, LLC	Louisiana	20-0180331
23.	Jalou of Jefferson, LLC	Louisiana	20-0246595
24.	Fuel Stop 36, Inc.	Louisiana	72-1150382
25.	Jalou of Larose, LLC	Louisiana	20-3747106
26.	Jalou of St. Martin, L.L.C.	Louisiana	34-1967692
27.	Jalou Diamond, L.L.C.	Louisiana	27-0014037
28.	Jalou Magic, L.L.C.	Louisiana	27-0014042
29.	Jalou of Vinton, LLC	Louisiana	20-4522514
30.	Jalou of Vinton-Bingo, LLC	Louisiana	20-4522638
31.	Jalou of St. Helena, LLC	Louisiana	Pending
32.	Jacobs Piñon Plaza Entertainment, Inc.	Nevada	04-3843590
33.	Jacobs Elko Entertainment, Inc.	Nevada	20-4968456
34.	Jacobs Dakota Works, LLC	Colorado	20-5009915
35.	Virginia Concessions, L.L.C.	Virginia	54-1787887
36.	Maryland-Virginia Racing Circuit, Inc.	Virginia	52-1919780

Item 1.    General Information. Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.    Not applicable.

Item 16. List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming, Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Middletown and State of Connecticut on the 19th day of July 2006.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Joseph P. O’Donnell

Joseph P. O’Donnell

Vice President

EX-99.1

Exhibit 99.1

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [             ], 2006, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.

JACOBS ENTERTAINMENT, INC.

LETTER OF TRANSMITTAL

9 ¾ % SENIOR NOTES DUE 2014

$210,000,000 Principal Face Amount

CUSIP No. [   ]

TO:  WELLS FARGO BANK, NATIONAL ASSOCIATION

THE EXCHANGE AGENT

By Registered and Certified Mail:	By Overnight Courier or Regular Mail:	By Hand Delivery:
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	608 2nd Avenue South
P.O. Box 1517	6th & Marquette Avenue	Northstar East Building - 12th Floor
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

Or

By Facsimile Transmission:

(612) 667-6282

Telephone:

(800) 344-5128

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR EXISTING NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

The undersigned acknowledges receipt of the prospectus dated [           ], 2006 (the “Prospectus”) of JACOBS ENTERTAINMENT, INC. (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s Offer to Exchange (the “Exchange Offer”) $1,000 principal amount of its 9 ¾ % Senior Notes Due 2014 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 9 ¾ % Senior Notes Due 2014 that are not registered (the “Old Notes”), of which $210,000,000 principal amount is outstanding, upon the terms and conditions set forth in the Prospectus. Other capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

The Holder of each Old Note accepted for exchange will receive a New Note having a principal amount equal to that of the surrendered Old Note. Interest on the New Notes will accrue from the last interest payment date on which interest was paid on the Old Notes surrendered in exchange therefor or, if no interest has been paid on the Old Notes, from the date of original issue of the Old Notes. Holders of Old Notes accepted for exchange will be deemed to have waived the right to receive any other payments or accrued interest on the Old Notes. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify holders of the Old Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be used by Holders if: (i) certificates representing Old Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures set forth in the Prospectus under “The Exchange Offer--Procedures for Tendering” by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of Old Notes; or (iii) tender of Old Notes is to be made according to the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer--Guaranteed Delivery Procedures.”  DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The term “Holder” with respect to the Exchange Offer means any person: (i) in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered Holder; or (ii) whose Old Notes are held of record by DTC who desires to deliver such Old Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent. See Instruction 11 herein.

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HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE CHECKING ANY BOX BELOW.

BOX 1 - DESCRIPTION OF 9 ¾ % SENIOR NOTES DUE 2014 (OLD NOTES)

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Registered by Certificate(s)	Principal Amount Tendered (If less than all)**
	Total

*	Need not be completed by Holders tendering by book-entry transfer.
**	Unless indicated in the column labeled “Principal Amount Tendered,” any tendering Holder of Old Notes will be deemed to have tendered the entire aggregate principal amount represented by the column labeled “Aggregate Principal Amount Represented by Certificate(s).” If the space provided above is inadequate, list the certificate numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.
	The minimum permitted tender is $2,000 in principal amount of Old Notes. All other tenders must be integral multiples of $1,000.

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BOX 2

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTIONS 4, 5 AND 6)

To be completed ONLY if certificates for Old Notes in a principal amount not tendered or not accepted for exchange, or New Notes issued in exchange for Old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or if the Old Notes tendered by book-entry transfer that are not accepted for exchange are to be credited to an account maintained by DTC.

Issue certificate(s) to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Tax Identification or Social Security No.)

BOX 3

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 4, 5 AND 6)

To be accepted ONLY if certificates for Old Notes in a principal amount not tendered or not accepted for exchange, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.

Return mail to:

Name:
	(Please Print)
Address:
	(Include Zip Code)
	(Tax Identification or Social Security No.)

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Book-Entry Account:

Transaction Code No.:

o CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

Account Number: Transaction Code Number:

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o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND ARE RECEIVING NEW NOTES FOR YOUR OWN ACCOUNT IN EXCHANGE FOR OLD NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES.

Name:

Address:

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Ladies and Gentlemen:

Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the Old Notes and New Notes) with respect to the tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company, or transfer ownership of such Old Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company and (ii) present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the Holder receiving such New Notes, whether or not such person is the Holder, that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such New Notes and that neither the Holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or any of its subsidiaries.

The undersigned also acknowledges that this Exchange Offer is being made based on certain interpretations issued by the staff of the Securities and Exchange Commission (the “Commission”) to third parties in unrelated transactions. Based on those interpretations, the Company believes that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangements or understandings with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer--Withdrawal of Tenders” section of the Prospectus.

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For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent.

If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned as promptly as practicable after the Expiration Date at the address shown below or at a different address as may be indicated under “Special Delivery Instructions.”

The undersigned acknowledges that tenders of Old Notes pursuant to the procedures described under the caption “The Exchange Offer--Procedures for Tendering” in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated under “Special Payment Instructions,” please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of the undersigned (or in either such event in the case of the Old Notes tendered through DTC, by credit to the undersigned’s account, at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s), unless, in either event, tender is being made through DTC. In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The Company has no obligation pursuant to the “Special Payment Instructions” and “Special Delivery Instructions” to transfer any Old Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

Holders of Old Notes who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, this Letter of Transmittal or any other documents required  hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer--Guaranteed Delivery Procedures.” See Instruction 1 regarding the completion of the Letter of Transmittal printed below.

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PLEASE SIGN HERE WHETHER OR NOT

OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY

x Date

x Date

Signature(s) of Registered Holder(s)

Or Authorized Signatory

Area Code and Telephone Number 

The above lines must be signed by the registered Holder(s) of Old Notes as their name(s) appear(s) on the Old Notes or, if the Old Notes are tendered by a participant in DTC, as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered Holder(s) by a properly completed bond power from the registered Holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relates are held of record by two or more joint Holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority to act. See Instruction 4 regarding the completion of this Letter of Transmittal printed below.

Name:

(Please Print)

Capacity:

Address:

(Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution:

(If required by Instruction 4)

(Authorized Signature)

(Title)

(Name of Firm)

Dated:

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1.             Delivery of this Letter of Transmittal and Old Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by noteholders, either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer--Procedures for Tendering” section of the Prospectus. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount of maturity of $2,000 and integral multiples of $1,000.

Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer--Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below), (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes, or a Book-Entry Confirmation, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry confirmation, as the case may be, and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent or deemed received under the ATOP Procedures. If Old Notes are sent by mail, it is suggested that the mailing be made sufficiently in advance of the Expiration Date to permit the delivery to the Exchange Agent prior to 5:00 p.m. New York City time, on the Expiration Date. See “The Exchange Offer” section in the Prospectus.

2.             Tender by Holder. Only a holder of Old Notes may tender such Old Notes in the Exchange Offer. Any beneficial holder of Old Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such holder’s name or obtain a properly completed bond power from the registered holder.

3.             Partial Tenders. Tenders of Old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Old Notes is tendered, the tendering holder should fill in the principal amount tendered in the fourth column of the box entitled “Description of 9 ¾ % Senior Notes Due 2014 (Old Notes)” above. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old Notes not tendered and a

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certificate or certificates representing New Notes issued in exchange for any Old Notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal promptly after the Old Notes are accepted for exchange.

4.             Signatures on this Letter of Transmittal; Powers of Attorney and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate powers of attorney are required. If, however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate powers of attorney are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the names on the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Endorsements on certificates for Old Notes or signatures on powers of attorney required by this Instruction 4 must be guaranteed by a firm which is a participant in a recognized signature guarantee medallion program (“Eligible Institutions”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution unless the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution.

5.             Special Issuance And Delivery Instructions. Tendering holders should indicate, in the applicable box or boxes, the name and address to which New Notes or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of Old Notes through DTC, if different from DTC). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are

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given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

6.             Tax Identification Number. Federal income tax law requires that a holder whose offered Old Notes are accepted for exchange must provide the Company (as payer) with his, her or its correct Taxpayer Identification Number (“TIN”), which, in the case of an exchanging holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN or an adequate basis for exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”), and payments made with respect to Old Notes purchased pursuant to the Exchange Offer may be subject to backup withholding at a 28% rate. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.”

To prevent backup withholding, each exchanging holder must provide his, her or its correct TIN by completing the Substitute Form W-9 enclosed herewith, certifying that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that he, she or it is no longer subject to backup withholding. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such holder must submit a statement signed under penalty of perjury attesting to such exempt status. Such statements may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, consult the Substitute Form W-9 for information on which TIN to report. If you do not provide your TIN to the Company within 60 days, backup withholding will begin and continue until you furnish your TIN to the Company.

7.             Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer. If, however, certificates representing New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then any such transfer taxes (whether imposed on the registered holder or on any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this letter.

8.             Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify specified conditions in the Exchange Offer in the case of any Old Notes tendered.

9.             No Conditional Transfers. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal or by tendering Old Notes via ATOP, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Existing Notes nor shall any of them incur any liability for failure to give any such notice.

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10.           Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

11.           Requests for Assistance or Additional Copies. Questions and requests for assistance for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent at the address specified in the Prospectus.

(Do Not Write in The Space Below)

Certificate	Old Notes	Old Notes
Surrendered	Tendered	Accepted

Delivery Prepared by:

 Checked By

 Date

12

PAYER’S NAME: JACOBS ENTERTAINMENT, INC.
Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part I below. See instructions if your name has changed.)
Address
City, State and ZIP Code
List account number(s) here (optional)
SUBSTITUTE	PART 1—PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION OR TIN NUMBER (“TIN”) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
Form W-9
				Social security number or TIN
Department of the Treasury Internal
Revenue Service
Payer’s Request for Taxpayer
Identification Number (TIN)
	PART 2—Check the box if you are NOT subject to backup withholding under the provisions of section 3408(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding.	Part 3—
		Awaiting TIN
	Certification—Under the penalties of perjury, I certify that the information provided on this form is true, correct and complete.
	Signature		Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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EX-99.2

Exhibit 99.2

JACOBS ENTERTAINMENT, INC.

NOTICE OF GUARANTEED DELIVERY

FOR

9 ¾ % SENIOR NOTES DUE 2014

CUSIP No. [   ]

As set forth in the prospectus dated [       ], 2006 (the “Prospectus”) of JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Company”), and in the accompanying Letter of Transmittal and instructions thereto (the “Letter of Transmittal”), this form or one substantially equivalent hereto must be used to accept the Company’s offer to exchange (the “Exchange Offer”) $210,000,000 principal face amount of its outstanding unregistered 9 ¾ % Senior Notes Due 2014 (the “Old Notes”) for its 9 ¾ % Senior Notes Due 2014, which have been registered under the Securities Act of 1933, as amended (the “New Notes”), if certificates for the Old Notes are not immediately available or if the Old Notes, the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent, or the procedure for book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in the Prospectus). This form may be delivered by an Eligible Institution (as defined in the Prospectus), by hand or transmitted by facsimile transmission, overnight courier or mail to the Exchange Agent as set forth below. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON

[             ], 2006,

UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES

MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.

TO:         WELLS FARGO BANK, NATIONAL ASSOCIATION

THE EXCHANGE AGENT

By Registered and Certified Mail:	By Overnight Courier or Regular Mail:	By Hand Delivery:
Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association
Corporate Trust Operations	Corporate Trust Operations	Corporate Trust Services
MAC N9303-121	MAC N9303-121	608 2nd Avenue South
P.O. Box 1517	6th & Marquette Avenue	Northstar East Building - 12th Floor
Minneapolis, MN 55480	Minneapolis, MN 55479	Minneapolis, MN 55402

Or

By Facsimile Transmission:

(612) 667-6282

Telephone:

(800) 344-5128

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF

INSTRUCTIONS VIA A FACSIMILE, OTHER THAN AS SET FORTH

ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal to be used to tender Old Notes is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to JACOBS ENTERTAINMENT, INC., a Delaware corporation (the “Company”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, $                            principal amount of Old Notes pursuant to the guaranteed delivery procedures set forth in Instruction 1 of the Letter of Transmittal.

The undersigned acknowledges that tenders of Old Notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000. The undersigned acknowledges that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

NOTE:  SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

Certificate No(s). for Old Notes (if available	Name(s) of Record Holder(s)
	PLEASE PRINT OR TYPE
Principal Amount of Old Notes
	Address
.
	Area Code and Tel. No.
	Signature(s):
	x
	x
	Dated:
	If Old Notes will be delivered by book-entry transfer at the
	Depository Trust Company,
	Depository Account No.

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This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above named person(s) “own(s)” the Old Notes tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Old Notes complies with Rule 14e-4 under the Exchange Act and (c) guarantees that delivery to the Exchange Agent of certificates for the Old Notes tendered hereby, in proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s Account at the Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signatures and any other required documents, will be received by the Exchange Agent at one of its addresses set forth above within three New York Stock Exchange (“NYSE”) trading days after the execution of this Notice of Guaranteed Delivery.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF

TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE

AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO

DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm
		Authorized Signature
Address		Name
			(Please Print or Type)
		Title
Area Code
and Tel. No.
Dated:	, 2006

NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NYSE TRADING DAYS AFTER THE EXECUTION OF THIS NOTICE OF GUARANTEED DELIVERY.

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EX-99.3

Exhibit 99.3

JACOBS ENTERTAINMENT, INC.

EXCHANGE OF $210,000,000 PRINCIPAL FACE AMOUNT OF

OUTSTANDING UNREGISTERED

9 ¾ % SENIOR NOTES DUE 2014

FOR

9 ¾ % SENIOR NOTES DUE 2014

CUSIP No. [    ]

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON [               ], 2006, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Our Clients:

We are enclosing herewith a prospectus, dated [        ], 2006, of Jacobs Entertainment, Inc., and the accompanying letter of transmittal that together constitute the offer by Jacobs Entertainment, Inc. (the “Exchange Offer”), to exchange $210,000,000 principal face amount of its 9 ¾ % Senior Notes due 2014 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for like principal amount of its issued and outstanding unregistered 9 ¾ % Senior Notes due 2014 (the “Old Notes”), upon the terms and subject to the conditions set forth in the Exchange Offer.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

We are the holder of record of Old Notes held by us for your own account. A tender of such Old Notes can be made only by us as the record holder and pursuant to your instructions. The letter of transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the letter of transmittal.

Pursuant to the letter of transmittal, each holder of Old Notes will represent to Jacobs Entertainment, Inc. that:

(i)            any New Notes that the holder will acquire in exchange for Old Notes will be acquired in the ordinary course of business of the holder,

(ii)           the holder has not engaged in, does not intend to engage in, and has no arrangement with any person to engage in, a distribution of any New Notes issued to the holder, and

(iii)          the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of Jacobs Entertainment, Inc.

If the holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive New Notes for its own account in exchange for Old Notes, it will represent that the Old Notes were acquired as a result of market-making activities or other trading activities, and it will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes, the broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf prior to the Expiration Date.

INSTRUCTIONS TO BOOK ENTRY TRANSFER PARTICIPANT

To Participant of the DTC:

The undersigned hereby acknowledges receipt of the prospectus, dated [       ], 2006 (the “Prospectus”) of Jacobs Entertainment, Inc., and the accompanying letter of transmittal (the “Letter of Transmittal”), that together constitute Jacobs Entertainment, Inc.’s offer (the “Exchange Offer”) to exchange $210,000,000 principal face amount of its 9 ¾ % Senior Notes due 2014 (the “New Notes”), for a like principal amount of its outstanding unregistered 9 ¾ % Senior Notes due 2014 (the “Old Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

This will instruct you, the DTC participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (FILL IN AMOUNT):

$                          of the 9 ¾ % Senior Notes due 2014.

With respect to the Exchange Offer, we hereby instruct you (check appropriate box):

o            TO TENDER the following amount of Old Notes you hold for our account (insert principal amount of Old Notes to be tendered, if any)    $                          .

o            NOT TO TENDER any Old Notes you hold for our account.

If we instruct you to tender the Old Notes held by you for our account, it is understood that you are authorized to make, on behalf of us (and, by signing below, we hereby make to you), the representations contained in the Letter of Transmittal that are to be made with respect to us as a beneficial owner, including, but not limited to, the representations, that:

(i)            any New Notes that we will acquire in exchange for Old Notes will be acquired in the ordinary course of our business;

(ii)           we have not engaged in, do not intend to engage in, and have no arrangement with any person to engage in, a distribution of any New Notes issued to us; and

(iii)          we are not an “affiliate” (as defined in Rule 405 under the Securities Act) of Jacobs Entertainment, Inc.

If we are a broker-dealer that will receive New Notes for our own account in exchange for Old Notes, we represent that the Old Notes were acquired as a result of market-making activities or other trading activities, and we acknowledge that we will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes. By acknowledging that we will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes, we are not deemed to admit that we are an “underwriter” within the meaning of the Securities Act.

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone number:

Taxpayer identification or social security number:

Date:

EX-99.4

EXHIBIT 99.4

JACOBS ENTERTAINMENT, INC.

LETTER TO

DEPOSITORY TRUST COMPANY PARTICIPANTS

EXCHANGE OF $210,000,000 PRINCIPAL FACE AMOUNT OF

OUTSTANDING

9 ¾ % SENIOR NOTES DUE 2014

FOR

9 ¾ % SENIOR NOTES DUE 2014

CUSIP No. [    ]

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON                         , 2006, UNLESS EXTENDED (THE “EXPIRATION DATE”)

OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Depository Trust Company Participants:

We are enclosing herewith the material listed below relating to the offer by Jacobs Entertainment, Inc., to exchange $210,000,000 principal face amount of its 9 ¾ % Senior Notes due 2014 (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for like principal amount of its issued and outstanding 9 ¾ % Senior Notes due 2014 (the “Old Notes”), upon the terms and subject to the conditions set forth in Jacobs Entertainment, Inc.’s prospectus, dated [   ], 2006, and the related letter of transmittal (which together constitute the “Exchange Offer”).

Enclosed are copies of the following documents:

1.             Prospectus, dated [     ], 2006;

2.             Letter of Transmittal (together with accompanying Substitute Form W-9 Guidelines);

3.             Notice of Guaranteed Delivery; and

4.             Letter that may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the letter of transmittal, each holder of Old Notes will represent to Jacobs Entertainment, Inc. that:

(i)            any New Notes that the holder will acquire in exchange for Old Notes will be acquired in the ordinary course of business of the holder,

(ii)           the holder has not engaged in, does not intend to engage in, and has no arrangement with any person to engage in, a distribution of any New Notes issued to the holder, and

(iii)          the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of Jacobs Entertainment, Inc.

If the holder is a broker-dealer (whether or not it is also an “affiliate”) that will receive New Notes for its own account in exchange for Old Notes, it will represent that the Old Notes were acquired as a result of market-making activities or other trading activities, and it will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of those New Notes, the broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Letter to Clients contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

Jacobs Entertainment, Inc. will not pay any fee or commission to any broker or dealer to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. Jacobs Entertainment, Inc. will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 7 of the enclosed letter of transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

WELLS FARGO BANK, NATIONAL

ASSOCIATION

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