10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (“Act”)
	For the fiscal year ended December 31, 2007
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-88242

JACOBS ENTERTAINMENT, INC.

(Exact name of Registrant as specified in its charter)

Delaware	34-1959351
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17301 West Colfax, Suite 250, Golden, Colorado 80401

(Address of principal executive offices) (Zip code)

(303) 215-5200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes   o   No   x

Indicate by check mark if the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes   x   No   o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x   No   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes   o   No   x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  No market exists for the common stock of the registrant; as of March 24, 2008 all of its outstanding shares of common stock are held by one person.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Class	Outstanding at March 24, 2008
Class A Common Stock, $0.01 par value	1,320 shares
Class B Common Stock, $0.01 par value	180 shares

DOCUMENTS INCORPORATED BY REFERENCE:  None

See the exhibit index which appears on page E-1.

JACOBS ENTERTAINMENT, INC.

2007 ANNUAL REPORT ON FORM 10-K

Table of Contents

Item	Description	Page
Item 1.	Business.	1
Item 1A.	Risk Factors.	23
Item 1B.	Unresolved Staff Comments.	33
Item 2.	Properties.	33
Item 3.	Legal Proceedings.	34
Item 4.	Submission of Matters to a Vote of Security Holders.	34
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	34
Item 6.	Selected Financial Data.	35
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	36
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk.	53
Item 8.	Financial Statements and Supplementary Data.	54
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	54
Item 9A.	Controls and Procedures.	54
Item 9A(T).	Controls and Procedures.	54
Item 9B.	Other Information.	55
Item 10.	Directors, Executive Officers and Corporate Governance.	55
Item 11.	Executive Compensation.	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	60
Item 13.	Certain Relationships and Related Transactions and Director Independence.	61
Item 14.	Principal Accounting Fees and Services.	63
Item 15.	Exhibits and Financial Statement Schedules.	63

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this report that relate to matters that are not historical facts that we refer to as “forward-looking statements” regarding, among other things, our business strategy, our prospects and our financial position. These statements may be identified by the use of forward-looking terminology such as “believes,” “estimates, “expects, “intends,” “may,” “should” or “anticipates” or the negative or other variation of these or similar words, or by discussion of strategy or risks and uncertainties. Forward-looking statements in this report include, among other things, statements concerning:

·projections of future results of operations or financial condition;

·expectations for our casino, truck plaza and horse racing properties; and

·expectation of the continued availability of capital resources.

Any forward-looking statement made by us necessarily is based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of our operations may vary materially from any forward-looking statement made by us or on our behalf. Forward-looking statements should not be regarded as representations by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. The contingencies and uncertainties to which any forward-looking statement contained herein is subject to include, but are not limited to, the following:

·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.

·Our indebtedness imposes restrictive covenants on us.

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

·We may experience a loss of market share due to intense competition and the possible introduction of slot machines at one or more Colorado racetracks.

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

·Changes to 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 indirectly own 100% of Jacobs Entertainment, Inc. and could have interests that conflict with yours.

·We rely on the maintenance of agreements with horsemen at our horse racing facility.

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

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·Seasonality and weather conditions can adversely affect our results of operations.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur.

NON-GAAP FINANCIAL MEASURES

Consolidated and property level EBITDA and the related ratios presented in this report are supplemental measures of our performance that are not required by, or presented in accordance with, generally accepted accounting principles. EBITDA is not a measurement of our financial performance under generally accepted accounting principles and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with generally accepted accounting principles, or as an alternative to cash flow from operating activities as a measure of our liquidity.

EBITDA consists of net income (loss) plus depreciation and amortization, interest expense, net of capitalized interest, and taxes. EBITDA is presented because it is used by our management as a supplemental performance measure to analyze the performance of our business and because it is frequently used by securities analysts, investors and others in their evaluation of companies in our industry, substantially all of which present EBITDA when reporting their results.

Our bank credit agreement and our indenture use EBITDA, subject to certain adjustments, to measure our compliance with debt covenants. We also use EBITDA to evaluate and price potential acquisition candidates. We believe EBITDA facilitates operating performance comparisons from period to period and company to company by removing potential differences caused by variations in capital structures (affecting relative interest expense), tax positions (such as the impact on periods or type of companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense).

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under generally accepted accounting principles. Some of these limitations are:

·EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

·EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

·EBITDA does not reflect the cash requirements necessary to service interest or principal payments, on our debts;

·although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and

·other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our results under generally accepted accounting principles and using EBITDA only supplementally. See our consolidated financial statements and the notes to those statements included elsewhere in this report.

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INDUSTRY AND MARKET DATA

This report includes market and industry data that we obtained from our own research, studies conducted by third party sources that we believe to be reliable and industry and general publications by third parties and, in some cases, management estimates based on industry and other knowledge. We have not independently verified any of the data from third party sources, and we make no representation as to the accuracy of such information. While we believe internal company estimates are reliable and market definitions are appropriate, they have not been verified by any independent sources.  Actual results could differ from those estimates.

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PART I

Item 1.                    Business.

Introduction

Jacobs Entertainment, Inc. (“Jacobs Entertainment,” “we,” “us” and “our”) was formed as a Delaware corporation on April 17, 2001. 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 five land-based casinos, 18 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.

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, 2007, our net revenues and EBITDA were approximately $349.8 million and $51.1 million, respectively. See Note 17 to our consolidated financial statements for information concerning the operational performance of the segments of our business.

The following table sets forth certain information and property level EBITDA (excluding corporate overhead) of our properties:

							Year Ended December 31,
			As of December 31, 2007				2007
			Approximate
			Gaming
			Square	Gaming	Table	Hotel	Property Level
Property	Location	Facility Type	Footage	Machines	Games	Rooms	EBITDA (1)
							(in thousands)
The Lodge Casino	Black Hawk, Colorado	Land-based casino	25,000	963	30	50	$	26,692
Gilpin Casino	Black Hawk, Colorado	Land-based casino	16,000	436	18		6,729
Gold Dust West-Reno	Reno, Nevada	Land-based casino	17,500	507	0	27	7,192
Gold Dust West - Carson City	Carson City, Nevada	Land-based casino	12,000	398	6	146	(1,231		)
Gold Dust West-Elko(2)	Elko, Nevada	Land-based casino	13,000	354	7		(324		)
Louisiana Truck Plazas	Louisiana (19 various locations)	Video gaming	12,000	917	0		19,299
Colonial Downs Racetrack and satellite wagering facilities	Virginia (9 various locations)	Horse racing and pari-mutuel wagering	N/A	N/A	N/A		1,401
Total			95,500	3,575	61	223	$	59,758

(1)	Property Level EBITDA excludes corporate overhead expense of $8.6 million.
(2)	Opened March 5, 2007.

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The following is a reconciliation of our property level EBITDA to our property level net income (loss) (in thousands):

				Depreciation						Net
				and		Interest		Interest		Income
Year ended December 31, 2007	EBITDA			Amortization		Income		Expense		(Loss)
The Lodge Casino	$	26,692		$	4,318	$	33	$	6,917	$	15,490
Gilpin Casino	6,729			1,854		13		1,904		2,984
Gold Dust West-Reno	7,192			1,520		14		2,619		3,067
Gold Dust West-Carson City	(1,231		)	1,819		13		1,534		(4,571		)
Gold Dust West-Elko	(324		)	1,974		13		1,803		(4,088		)
Louisiana Truck Plazas	19,299			3,848		87		4,861		10,677
Colonial Downs	1,401			2,065		113		599		(1,150		)
Total Property Level EBITDA	59,758			17,398		286		20,237		22,409
Corporate overhead	(8,625		)	703		59		8,175		(17,444		)
Total	$	51,133		$	18,101	$	345	$	28,412	$	4,965

Business Strategy and Competitive Strengths

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

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 $524 million in 2004, $535 million in 2005, $554 million in 2006, and $581 million in 2007. We believe that our two Black Hawk properties will continue to be competitive. In 2006, we remodeled and improved the entrance and access to The Lodge Casino.

In 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 that opened on March 5, 2007. We have identified, evaluated and continue to consider several other potential small casino opportunities in Nevada.

In the last three years, we acquired and/or developed 12 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.

We may acquire or develop additional gaming properties in different jurisdictions catering to local gaming patrons in the future, further expanding our geographic diversity.

In November 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. 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. On January 11, 2008, we announced that we intend to sell our racetrack and offsite wagering facilities in Virginia.  At this point a sale is not probable and we are not actively seeking a buyer.

Our competitive strategies and strengths include:

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

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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 acquiring one truck stop gaming plaza and opening another. 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. This facility has 398 slot machines and six table games on its 12,000 square foot gaming floor. We opened a new casino in Elko, Nevada on March 5, 2007 that features a 13,000 square-foot casino floor with 354 ticket in-ticket out (TITO) slot machines and seven table games.

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.

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.

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 state 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.

There are stringent licensing requirements and substantial licensing and compliance expenses attendant to commencing and conducting gaming operations in Nevada.

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, have a specified minimum site acreage and conduct restaurant operations not fewer than 12 hours per day and to keep a convenience store open 24 hours per day. These restrictions also prohibit the operation of more than 50 video gaming machines at any location and require truck plaza video gaming facilities to be located only in those parishes that voted to continue video gaming during a one-time statewide referendum in 1996.

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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 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 presents an additional barrier in that state.

Strong, Experienced Management Team.Our senior management team is an experienced group of industry veterans. 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 Holdings, Inc. (“Colonial”), our wholly owned subsidiary, since March 1997. Stephen R. Roark, our President, has been Black Hawk Gaming’s President since September 1995 and was its Chief Financial Officer from 1993 to 2006. Ian M. Stewart, our President of Pari-Mutuel Wagering Operations, has been President of Colonial since November 1998 and its Chief Financial Officer since June 1997. Michael T. Shubic, our Chief Operating Officer, has over 30 years of experience in the gaming industry. Brett A. Kramer, our Chief Financial Officer, has over 13 years experience with us in various financial capacities. Stanley Politano, our Executive Vice President, has 14 years of experience in the gaming industry. The five general managers of our casinos have numerous years of casino management experience and report to Mr. Shubic. The Vice President of Louisiana Operations oversees our truck plaza video gaming operations, has over 13 years of experience in the truck plaza video gaming business and also reports directly to Mr. Shubic. 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 Properties and Operations

The Lodge Casino—Black Hawk, Colorado. The Lodge Casino in Black Hawk, Colorado, which commenced operations in June 1998, is one of 20 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, 2007, the Black Hawk market had approximately 10,000 gaming devices (slot machines, blackjack and poker tables) generating approximately $581 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 three floors containing 963 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, a buffet and a snack bar. Black Hawk has no significant lodging facilities other than our facility and the Isle of Capri, which has a 402-room hotel at its Black Hawk casino. Another competitor is nearing completion of a 536-room hotel directly across from The Lodge Casino, which is expected to be completed in the second half of 2009.

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 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 Casino—Black Hawk, Colorado. The Gilpin Casino, which commenced operations in October 1992, is located on a one-acre site in the central Black Hawk gaming district. We expanded our facility through the acquisition of an adjacent casino in early 1994. We were one of the first casinos opened in Colorado following the legalization of casino gaming in 1991. We offer 436 slot machines and an 18 table poker room. The Gilpin has a restaurant and two bars and a slot club and utilizes busing and other promotional programs, similar to those of The Lodge. We have available to our customers 200 surface parking spots in the heart of historic Black Hawk.

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In November 2004, we began a renovation of the third floor of the Gilpin Casino, which was completed in March 2005 at an approximate cost of $1.8 million. This addition was completed to provide live poker with space for up to 20 tables.  We currently offer 18 poker tables and provide both tournament and cash poker play.

The Gold Dust West-Reno—Reno, Nevada. Gold Dust West-Reno, 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-Reno caters to residents of Reno and surrounding areas and has approximately 17,500 square feet of gaming space, which offers 507 slot machines. Gold Dust West-Reno also features the Wildwood Restaurant, a 6,600 square foot dining facility, and has parking for 300 vehicles. The property currently offers 27 motel rooms.

Gold Dust West-Carson City—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 which we have now re-branded as Gold Dust West-Carson City. 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.  Additionally, during 2006 and 2007, we spent approximately $5.0 million in total for property and equipment improvements.

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.

Gold Dust West-Carson City, which commenced operations in 1995, is a 140,000 square foot facility located on approximately 18 acres covered by the land lease described above. Gold Dust West-Carson City offers 398 slot machines and six table games, four restaurants and two bars. It has a slot club and offers various promotional packages, many associated with its 32 bowling lanes. Gold Dust West-Carson City has 146 hotel rooms. It also owns and operates a 48 space RV park as part of the resort. There are 750 parking spaces for Gold Dust West-Carson City’s casino patrons and hotel guests.

Gold Dust West-Elko—Elko, Nevada. 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 was $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.

We renovated and upgraded the building and installed 354 slot machines, seven table games and appropriate food and beverage offerings. Pre-opening and gaming device costs totaled approximately $21 million. We commenced renovation during the third quarter of 2006 and opened the casino on March 5, 2007.

Louisiana Gaming Properties. Our truck plaza properties consist of 18 truck plaza video gaming facilities located in Louisiana (of which three are leased). We are also party to an agreement that entitles us to a portion of the gaming revenues from a 19^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 up to 50 video gaming devices in the casino depending on the level of fuel sales and available space.  Our Silver Fox location has 53 video gaming devices (50 in the casino and 3 in the standalone bar), our St. Martin and Diamond locations have 48 and 47 devices, respectively, our Eunice and Silver Dollar locations each have 40 video gaming devices, and our Vinton location has 39 video gaming devices.  All other truck plaza video gaming facilities have 50 video gaming devices.

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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, 2007, Louisiana had 172 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 track facility was designed to provide patrons with a pleasant atmosphere to enjoy quality horse racing. The outside grandstand area, located on the first floor of the track facility, has an occupancy capacity of approximately 4,000 patrons. Also located on the first floor of the track facility are two simulcast television amphitheaters, two covered patio-seating areas, two bars, a large concession food court, 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 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 County, 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 Monmouth Park. Since the inception of The Grand Slam of Grass™, we have guaranteed $5 million to any horse that sweeps the four race series. Of the $5 million guarantee, approximately $2.6 million would be paid as a result of the cumulative purse winnings from the four races. The remaining approximate $2.4 million would be paid by us as a bonus award. Annually, we purchase an insurance policy to cover $2.4 million of this bonus payment if that payment were to be required.  Since inception of The Grand Slam of Grass™, no single horse has won all four legs of the series. The Virginia Derby will be broadcast nationally in 2008 on CBS.

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, two in Chesapeake, Hampton, Martinsville, Scott County, Vinton, and two in Richmond. These facilities employ state-of-the-art audio/video technology for receiving quality import simulcast thoroughbred and harness racing from nationally known racetracks.

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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 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 has entered into agreements with other licensed account wagering providers in Virginia. Pursuant to these agreements, Colonial 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 licenses to own and operate a satellite wagering facility in Henry County and Scott County, Virginia. The Virginia Racing Commission can grant licenses for one more satellite wagering facility under existing legislation.

The Nautica Properties. We have acquired from affiliated parties 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 properties, 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 two and one-half 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.

Although we may elect not to exercise all 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 is not legalized 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. If all six parcels are purchased and none rented, the total purchase price would be approximately $10 million less the aggregate option payments to the date of exercise. The purchase price and rent payments would be increased if, in the future, casino gaming were to become legalized in Ohio and a casino is licensed at Nautica.  During March 2008, the Company exercised its option to acquire one of these parcels.  We intend to close on this property prior to the end of March 2008.  The company that owns this parcel of land is wholly owned by our Chairman and Chief Executive Officer.

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, which we experienced in late 2006 and early 2007. 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.

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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 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. See Item 1A “Risk Factors—Competition” below.

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 18 other casinos operating in Black Hawk on December 31, 2007. There were approximately 10,000 gaming devices (slot machines, blackjack and poker tables) in Black Hawk as of December 31, 2007.

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, 2007. 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. In late 2004, Central City constructed a road from I-70 directly into Central City, commonly referred to as the Central City Parkway. 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 Central City Parkway, three casinos in that town reopened but only one of the three currently remains in operation.

Large, well-financed companies have entered the Black Hawk and other Colorado markets and others may enter through the purchase or expansion of existing facilities, which could have a material adverse effect on our results of operations and financial position. For example, 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 commenced construction of a 536 hotel room tower (expected to be completed in the second half of 2009), 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

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physically linking the two properties. The combined casinos are the largest in Black Hawk with approximately 2,100 gaming devices, 402 hotel rooms and 2,300 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 have developed and implemented new marketing programs.

Our Gold Dust West Casino-Reno, encounters strong competition from large hotel and casino facilities and smaller casinos similar in size to our Gold Dust West-Reno in the Reno area, which includes Sparks, Nevada. There is also competition from gaming establishments in other towns and cities in Nevada and from Native American gaming facilities located near Sacramento, California. Our Gold Dust West-Carson City and Gold Dust West-Elko, Nevada casinos face competition from several casinos in those cities and many other venues in Nevada.

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 are 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, 2007, there were 172 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 have to 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 both over the phone and the internet. We believe our agreements with three licensed account wagering companies provide us with fair compensation for their activities. We recently agreed to settle our lawsuit against Youbet.com, Inc. which should result in an agreement with a fourth licensed account wagering company. Unlicensed account wagering companies have lower costs than Colonial and thus are able to attract customers in Virginia with large wagering rebates.

Employees and Labor Relations

As of December 31, 2007, we had approximately 1,200 full-time and part-time employees at our facilities in Black Hawk, Colorado, and Reno, Carson City, and Elko, Nevada, 500 employees at our facilities in Virginia and 500 employees at our facilities in Louisiana. Employees include cashiers, dealers, food and beverage service personnel, facilities maintenance, security, valet, accounting, marketing, and personnel services. We consider relations with our employees to be good.

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None of our employees are presently represented by any union or other labor organization. See “Risk Factors” under Item 1A below.

Regulation

Gaming Regulation and Licensing—Colorado

The State of Colorado created the Colorado Division of Gaming within the Department of Revenue to license, implement, regulate and supervise the conduct of limited stakes gaming. The Division, under the supervision of 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 Gaming Commission is empowered to issue five types of gaming and gaming-related licenses. The licenses are revocable and nontransferable. Our 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 19, 2007. 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 us in Colorado 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.

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 our subsidiary Black Hawk Gaming & Development Company, Inc. (“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 shareholders, its officers, directors, 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 Colorado Division of Gaming may require 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 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.

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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 or Jacobs Entertainment, Black Hawk Gaming or Jacobs Entertainment 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 Commission or the Director of the Division of Gaming 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. Licensed publicly traded corporations are also required to send proxy statements to the Division of Gaming 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

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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 Gaming 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 all finding of suitability. Notification must be made by persons acquiring these interests. Such persons must submit all requested information to the Division of Gaming, are subject to a finding of suitability as required by the Division of Gaming 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 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%.

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Gaming Regulation and Licensing—Nevada

The ownership and operation of casino gaming facilities in Nevada, including the Nevada casino operated by Jacobs Entertainment’s direct and indirect subsidiaries Gold Dust West Casino, Inc. (“Gold Dust West”), Jacobs Piñon Plaza Entertainment, Inc. (“Piñon Plaza”) and Jacobs Elko Entertainment, Inc. (“Elko”) (collectively, the “Nevada Gaming Subsidiaries”), 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, Carson City and Elko, Nevada (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 Jacobs Entertainment’s Nevada gaming operations.

The Nevada Gaming Subsidiaries have been licensed by the Nevada Gaming Authorities as corporate licensees. Gaming licenses require the periodic payment of fees and taxes and are not transferable. Jacobs Entertainment’s parent company, Jacobs Investments, Inc. (“Jacobs Investments”), has been registered by the Nevada Commission as a holding company and has been found suitable to own Jacobs Entertainment’s stock. Black Hawk Gaming has been registered by the Nevada Commission as an intermediary company and has been found suitable to own the stock of Gold Dust West. Jacobs Entertainment has been 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, Piñon Plaza and Elko.  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 Investments, Jacobs Entertainment, Black Hawk Gaming, and the Nevada Gaming Subsidiaries 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. The controlling shareholders, directors and certain officers of Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming, and the Nevada Gaming Subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, findings of suitability, approvals, permits and licenses that are required in order to engage in gaming activities in Reno, Carson City and Elko, Nevada.

The Nevada Gaming Authorities may investigate any person who has a material relationship to, or material involvement with, Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming, or the Nevada Gaming Subsidiaries 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 shareholders of Jacobs Investments and Jacobs Entertainment must file applications with and be licensed or found suitable by the Nevada Gaming Authorities. The officers, directors and certain key employees of the Nevada Gaming Subsidiaries must file applications with and may be required to be licensed or found suitable by the Nevada Gaming Authorities. The officers, directors and key employees of Jacobs Investments, Jacobs Entertainment and Black Hawk Gaming who are actively and directly involved in the gaming activities of the Nevada  Gaming Subsidiaries 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.

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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 Investments, Jacobs Entertainment, Black Hawk Gaming or the Nevada Gaming Subsidiaries, the companies involved would have to sever all relationships with that person. In addition, the Nevada Commission may require Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming or the Nevada Gaming Subsidiaries 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 Investments, Jacobs Entertainment, Black Hawk Gaming and the Nevada Gaming Subsidiaries 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 material loans, leases, sales of securities and similar financing transactions of Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming and the Nevada Gaming Subsidiaries must be reported to or approved by the Nevada Commission.

If it were determined that the Nevada Act was violated by Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming or the Nevada Gaming Subsidiaries, the registrations or gaming licenses that Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming and the Nevada Gaming Subsidiaries hold could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming, or the Nevada Gaming Subsidiaries 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 casinos operated by the Nevada Gaming Subsidiaries 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 the Nevada Gaming Subsidiaries or the appointment of a supervisor could (and revocation of any gaming license would) have a material adverse effect on the gaming operations, financial condition and results of operations of Jacobs Entertainment.

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 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 a Registered Corporation’s 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 a Registered Corporation’s 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 the Registered Corporation’s board of directors, any change in the Registered Corporation’s corporate charter, bylaws, management, policies or operations, or of any of its gaming affiliates, or any other action that the Nevada Commission finds to be inconsistent with holding the Registered Corporation’s 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 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 officer, director or stockholder of a licensed or registered company who fails or refuses to apply for a finding of suitability or a license within 30 days after being directed 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 of stock if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable who holds, directly or indirectly, any beneficial ownership of the stock of a licensed or registered company beyond such period

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of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. A Registered Corporation is subject to disciplinary action if, after it receives notice that a person is unsuitable to be a stockholder or to have any other relationship with the Registered Corporation, the Registered Corporation (i) pays that person any dividend or interest, (ii) allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pays remuneration in any form to that person for services rendered or otherwise, or (iv) fails 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 Cities of Reno, Carson City and Elko, Nevada have the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee operating in those cities.

The Nevada Commission may, in its discretion, require the holder of any of the debt or similar securities of a Registered Corporation to file applications, be investigated and be found suitable to own such 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, a Registered Corporation can be sanctioned, including by revocation of its approvals and those of its affiliates, if without the prior approval of the Nevada Commission, the Registered Corporation (i) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (ii) recognizes any voting right by the unsuitable person in connection with the Registered Corporation’s securities; (iii) pays the unsuitable person remuneration in any form; or (iv) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

Jacobs Investments, Jacobs Entertainment, Black Hawk Gaming and the Nevada Gaming Subsidiaries are required to maintain current stock ledgers 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 grounds for finding the record holder unsuitable. Licensed and registered companies are also required to render maximum assistance in determining the identity of beneficial owners of their securities. The Nevada Commission has the power to require Jacobs Entertainment’s 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.

Jacobs Investments, 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 20, 2007, the Nevada Commission granted Jacobs Entertainment prior approval to make public offerings 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 Jacobs Entertainment which is a publicly traded corporation or would become a publicly traded corporation pursuant to a public offering. The Shelf Approval 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 offering memorandum or the investment merits of the securities. Any representation to the contrary is unlawful.

Changes in control of a Registered Corporation 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 a Registered Corporation, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and Nevada Commission on a variety of stringent standards prior to assuming such control. 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,

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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 a Registered Corporation 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 a Registered Corporation in response to a tender offer made directly to its stockholders for the purposes of acquiring control of the Registered Corporation.

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 Gaming Subsidiaries’ 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 live entertainment tax is also paid by gaming establishments where live entertainment is furnished in connection with an admission fee or the selling or serving of food, refreshments or merchandise.

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 ten 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

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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 (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. As of the middle of 2007, the Louisiana State Police made a policy decision that generally removed spouses from the list of parties required to file suitability documentation related to video draw poker establishment licenses. However, the companion legislation was not approved nor sent to the governor for signature during the corresponding legislative session.

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

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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 than a five percent 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 5% 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 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; and (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 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 generally required to offer fuel for sale in the regular

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course of business at retail, at a price at least 6% above the delivered cost of the fuel plus taxes, applicable fees and transportation charges. Fuel facilities may, however, offer fuel for sale at a lower price (a) when motor fuel is sold upon the final liquidation of a business; (b) when motor fuel is advertised, offered for sale, or sold by any fiduciary or other officer under the order or direction of any court; (c) when motor fuel is sold for promotional purposes limited to a grand opening, an annual anniversary, or an annual customer appreciation day sale, each of which does not exceed three consecutive days; and (d) when motor fuel is sold in a good faith effort to meet the legal price of a competitor. Louisiana law creates a presumption that fuel facility will not violate the price requirement when it sells fuel below the required price to meet the price of a competitor if it makes a bona fide effort to determine the legality of the price of such competitor and determines in good faith that the competitor’s price is a legal price.

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 is allowed for safe ingress and egress; and (c) parking areas for other vehicles around business entrance ways and exits shall 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 facility 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 that 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. In addition, no license shall be issued for any truck stop facility unless previously applied for or licensed as of January 1, 2008, located, at the time application is made for a license to operate video draw poker devices, within two thousand 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 unless the applicant for the license has applied prior to January 1, 2008, with the local governing authority of the parish where the truck stop is located for a certificate of compliance with applicable zoning ordinances and building codes and a statement of approval for the operation of video draw poker devices at a truck stop facility or has applied with the appropriate authority for a building permit prior to January 1, 2008.

All suitability information and applications required to be submitted with respect to the 18 Louisiana truck plazas currently owned by us have been submitted to the Board and the Division. All applications submitted have been approved and none 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

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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.

Gaming Regulation and Licensing—Virginia

Colonial’s success is dependent upon continued government and public acceptance of horse racing as a form of legalized gaming. Although Colonial 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’s 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’s proposed schedule of racing days, (iii) approving new or modified types of pari-mutuel wagering pools requested by Colonial, (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’s track facilities, equipment, safety and security measures, and controls the issuing of licenses and permits for participants in pari-mutuel racing, including Colonial 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. Action by the Virginia Racing Commission that is inconsistent with the Colonial’s business plan could have a material adverse effect on Colonial.

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 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’s 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 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, 2008.

We have entered into an agreement with the VaHBPA that expires December 31, 2008.  The agreement is pending the approval of the Virginia Racing Commission, which is expected to act at its next meeting on April 16, 2008, and our current agreement with the VaHBPA extends through such date.  Our agreement with the VHHA expires December 31, 2008. In the event our VaHBPA agreement is not approved or extended or we cannot continue to 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 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.

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Colonial, 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’s ability, or that of its concessionaires, to serve alcoholic beverages could have a material adverse effect on Colonial.

Gaming Regulation—Federal

Colonial’s 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 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 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’s satellite wagering facilities, the Interstate Horse Racing Act requires Colonial 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.

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 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 the cities of Reno, Carson City and Elko, Nevada, is subject to licensing, control and regulation by those cities. 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 one or more of our Gold Dust West casinos in Nevada.

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 and determined by the local municipal ordinance, of a public playground or of a building used exclusively as a church or synagogue, public library, school, full-time daycare

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center or corrections facility housing inmates, including but not limited to, a halfway house. Louisiana parishes may enact ordinances extending the distance between the applicable premises and the property line of such locations to 500 feet. 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 of 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’s track and satellite wagering facilities.

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 in prizes. 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

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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, Carson City, and Elko Counties and the Cities of Reno, Carson City, and Elko. 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%.

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 “gaming franchise fee” 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 fee 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 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 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.

Item 1A.                 Risk Factors.

To inform readers of our future plans and business strategies, this report 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 December 31, 2007, we had total indebtedness excluding accounts payable and accrued expenses of approximately $299.3 million and total stockholder’s equity of approximately $28.3 million. Our substantial indebtedness could have important consequences. For example, it could:

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·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 debt agreements impose many restrictive covenants on us.

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

·incur more debt;

·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 our indenture but the covenants in our senior credit facility are generally more restrictive than those contained in our 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 the 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 $210 million of our senior unsecured notes issued under our indenture. 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.

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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 our senior unsecured 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;

·restructure debt; or

·raise additional capital.

Furthermore, we intend to refinance all of our debt on or before maturity. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all.

Our senior notes are not secured by any of our assets and senior noteholders’ rights to enforce remedies will be limited to the rights of holders of unsecured debt.

Our senior 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 our senior unsecured notes then outstanding.

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

We are a holding company. Substantially all of the operations necessary to fund payment on our indebtedness are conducted by our subsidiaries. Our ability to make payments on our indebtedness 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.

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

Upon the occurrence of certain change of control events, we will be required to offer to repurchase all outstanding senior unsecured notes at a purchase price equal to 101% of their principal amount. Moreover, a change of control constitutes a default under our senior credit facility. However, it is likely that we will not have sufficient funds at the time of such a change of control to make the required repurchase of our notes or repay the indebtedness under our senior credit facility. 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 our debt agreements.

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 our senior unsecured 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

·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 our senior unsecured 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 our senior unsecured 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 senior unsecured 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.

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Holders of our senior unsecured notes may be required to comply with registration, licensing, qualification or other requirements under gaming laws or dispose of their 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 senior unsecured notes be registered, licensed, qualified or found suitable, or comply with any other requirement under applicable gaming laws. If you have an interest in our senior unsecured 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 senior unsecured notes or beneficial interest in the senior unsecured 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

·redeem your senior unsecured 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 senior unsecured 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 senior unsecured 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 senior unsecured 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 senior unsecured notes; or

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

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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 are greater than our resources. Competitive gaming activities include casinos, pari-mutuel wagering, video lottery terminals and other gaming devices, and other forms of legalized gaming. 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, and Reno, Carson City, and Elko, 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 continue to do so, all of 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 Ameristar has expanded the casino area to accommodate 1,800 gaming devices with new slot product, expanded the parking garage and refurbished and rebranded its dining venues. Ameristar has commenced construction of a $235-240 million, 33 story, 536-room hotel, a convention center and other amenities and facilities which are expected to be completed in the second half of 2009. 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 2,100 gaming devices, 402 hotel rooms and 2,300 parking spaces;

·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., may reinvigorate efforts to authorize video lottery terminals, slot machines or other types of gaming at the state’s racetracks. BLB has publicly discussed a statewide initiative to expand slot machine gaming to both of its Denver area facilities and potentially to one or both of its other tracks in the southern part of the state. To the extent this measure qualifies for the ballot, it would be considered by the voters at the November 2008 general election. If this authorization is granted by the Colorado Lottery Division, the Colorado state legislature, or the voters, it would have a material adverse effect on gaming revenues in Black Hawk and at The Lodge and Gilpin casinos.

·the Mardi Gras casino, next to our casino, The Lodge, was purchased in 2005 and the new owners have developed and implemented 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; and

·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.

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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 competitive conditions.

The Gold Dust West casino in Reno, Nevada, encounters strong competition from large hotel and casino facilities and smaller casinos similar in size to the Gold Dust West casino in the Reno area, which includes Sparks, Nevada. There is also competition from gaming establishments in other towns and cities in Nevada and from Native American gaming facilities located near Sacramento, California. Our Carson City and Elko, Nevada Gold Dust West casinos face competition from several casinos in those cities and other venues in Nevada. Gold Dust West-Elko faces additional competitive and other risks associated with being a newly-opened casino.

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, Oregon, Washington, Arizona and western Canada, could materially harm our operations at our Reno property.

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 horseracing tracks and video poker machines located in bars, restaurants, hotels, off-track wagering facilities and bingo parlors. There were 172 licensed video poker truck plazas in Louisiana at December 31, 2007.

Pari-Mutuel Wagering Operations. We operate a racetrack in New Kent, Virginia, and off-track wagering facilities in Brunswick County, 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 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 both over the phone and the internet. We believe our agreements with three licensed account wagering companies provide us with fair compensation for their activities. We recently agreed to settle our lawsuit against Youbet.com, Inc. which should result in an agreement with a fourth licensed account wagering company. 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 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

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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 Sates 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. In particular in Colorado, there have been repeated attempts to expand gambling beyond Black Hawk, Central City and Cripple Creek to other towns, racetracks, bingo halls, and tribal gaming through legislation, ballot initiatives, and administrative action by state or local agencies and this is a continued competitive threat to us.

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. 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 doing business, either of which can negatively affect the competitive position of our Lodge and Gilpin 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 principal indirect 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 beneficial interest in our capital stock and may significantly influence our affairs or may pursue other activities that compete with us.

All of our equity securities are presently owned by Jacobs Investments, Inc. (“JII”). Jeffrey P. Jacobs, our Chairman and Chief Executive Officer, and his family trusts own 50% of JII’s equity securities and trusts created by Richard E. Jacobs, his father, own the remaining 50%. JII has the ability significantly to influence our affairs, including the election of our directors and transactions including mergers, consolidations or sales of assets. Although Messrs. Jacobs have agreed not to pursue any U.S. casino or gaming activities except through us, they are allowed to purchase and own additional truck plazas in Louisiana which we have the right to buy. Any such activities by them could be competitive with our operations in that state.

We need to increase 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 borrow funds for such purposes.

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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, which we experienced in late 2006 and early 2007. 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’s horsemen to operate our racing and wagering business.

The Federal Interstate Horseracing Act and the Virginia Racing Act require Colonial to have written agreements with representative Virginia horsemen’s groups in order to simulcast races.

We have entered into an agreement with the VaHBPA that expires December 31, 2008.  The agreement is pending the approval of the Virginia Racing Commission, which is expected to act at its next meeting on April 16, 2008, and our current agreement with the VaHBPA extends through such date.  Our agreement with the VHHA expires December 31, 2008. In the event our VaHBPA agreement is not approved or extended or we cannot continue to 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 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 at any given truck plaza.

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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, in January and February 2007, the United Food and Commercial Workers local union #7 conducted some initial organizing activities in Black Hawk by direct mail to casino employees, handouts at bus stops and personal solicitations. These efforts were directed to employees of all major casinos in Black Hawk. A small number of our employees, which we estimate to be about 22, signed up with the local as internal organizers in January and February 2007.  Since that time we have not been notified of any other employees being involved with organizing.  All union organization activity seems to have ceased in April 2007.  If this or any other 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 any future construction or development projects on budget and on time could adversely affect our financial condition.

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 laborers;

·labor disputes and work stoppages;

·weather interference or delays;

·engineering problems;

·environmental problems;

·regulatory problems;

·changes to plans or specifications;

·fire, earthquake, flood and other natural disasters; and

·geological, construction, excavation and equipment problems.

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

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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 2007 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 2007.

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.

In November 2006, a ballot initiative listed as Question 5 and entitled the “Nevada Clean Indoor Air Act” (the “Question 5”) was approved by a majority of Nevada voters. Question 5 restricts smoking in all indoor public places of employment with certain exceptions. Among the exceptions are the gaming areas of casinos and “stand alone” bars, taverns and saloons that do not serve meals. If future ballot initiatives or anti-smoking legislation are passed in Nevada removing or restricting these exceptions to Question 5, there could be a resulting material adverse effect on our business.

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, were exempt from the Indoor Act until January 1, 2008. Compliance with the Indoor Act which now bans smoking in casinos could have a material adverse effect on our business.

Item 1B.                 Unresolved Staff Comments.

None.

Item 2.                    Properties.

See “Our Properties and Operations” in Item 1 above for a description of the location and general character of our principal properties. Each of our properties is subject to liens and encumbrances securing our senior credit facility. See Note 5 to our consolidated financial statements included elsewhere herein.

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Item 3.Legal Proceedings.

We are involved in routine litigation arising in the ordinary course of our business pertaining to workers’ compensation claims, equal opportunity employment issues, or guest injury claims. All such claims are routinely turned over to our insurance providers. None of the claims is expected to have a material impact on our financial position, results of operations or cash flows. We believe these matters are covered by appropriate insurance policies.

Item 4.Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of our security holders during the fourth quarter of the fiscal year covered by this report.

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Effective January 31, 2007, all of our outstanding common stock became held by Jacobs Investments, Inc., a private holding company and, accordingly, there is no established trading market for our common stock. We have elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986. Under those provisions, the owner of our common stock pays taxes on our taxable income. Our ability to make distributions to our stockholder is limited by the terms of the credit agreement and indenture related to our indebtedness.

We have no equity compensation, stock option or similar plans relating to our equity securities.

We have made no repurchases of our equity securities since our inception in 2001.

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Item 6.                    Selected Financial Data.

The following selected consolidated financial data should be read in conjunction with our management’s discussion and analysis of financial condition and results of operations and our consolidated financial statements and related notes thereto appearing elsewhere in this report. The consolidated statements of operations data and the consolidated balance sheet data are derived from our consolidated financial statements. The selected financial data provided below is not necessarily indicative of our future results of operations or financial performance.

	As of and for the Year Ended December 31,
	2003			2004			2005			2006			2007
	(Dollars In Thousands, except Distributions per Common Share)
Statements of Operations Data:(1)
Net revenues	$	184,650		$	206,346		$	252,247		$	322,378		$	349,828
Total costs and expenses	164,571			182,349			233,062			290,737			316,796
Operating income	20,079			23,997			19,185			31,641			33,032
Interest expense, net	(20,057		)	(20,008		)	(22,660		)	(32,271		)	(28,067		)
Pre-payment penalties, tender and consent costs	—			—			—			(9,321		)	—
Income tax (expense) benefit	—			—			(423		)	103			—
Net income (loss)	$	22		$	3,989		$	(3,898	)	$	(9,848	)	$	4,965
Balance Sheet Data (end of period):(1)
Current assets	$	24,254		$	29,454		$	32,705		$	37,065		$	35,542
Total assets	247,350			259,179			298,250			350,709			355,798
Current liabilities	26,666			26,589			32,260			30,526			28,755
Long-term debt, capital lease obligations and other liabilities	152,137			158,202			194,969			284,940			298,735
Stockholder’s equity	68,547			74,388			71,021			35,243			28,308
Financial Data
Ratio of earnings to fixed charges(2)	1.00		x	1.19		x	0.85		x	0.71		x	1.16		x
Distributions per Common Share	—			—			$	15,000		$	22,803		$	10,928

(1)

See a discussion of our recent acquisition activities in Note 4 and our debt issuances in Note 5 to the consolidated financial statements.

(2)

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings consist of income (loss) before income taxes, plus fixed charges and amortization of capitalized interest, 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. For the years ended December 31, 2005 and 2006, we had a deficiency of $3,514 and $10,034, respectively, in earnings to fixed charges.

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Item 7.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 years indicated. You should read the following discussion and analysis in conjunction with the audited consolidated financial statements that are included elsewhere in this Form 10-K. 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 report.

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 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 (MD&A)

Description of item

A.	Company background	36
B.	Significant transactions occurring during the year ended December 31, 2007	36
C.	Overview and discussion of our operations	37
D.	Comparison of our operations for the year ended December 31, 2007 to the year ended December 31, 2006	41
E.	Comparison of our operations for the year ended December 31, 2006 to the year ended December 31, 2005	44
F.	Segment information for the three years ended December 31, 2007	48
G.	Liquidity and capital resources—December 31, 2007	51
H.	Critical accounting policies and estimates	52

A.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, Nevada, Louisiana and Virginia. As of December 31, 2007, we own and operate two casinos in Colorado and three casinos in Nevada, 18 video gaming truck plazas in Louisiana and a horse racing track with nine satellite wagering facilities in Virginia. In addition, we are party to an agreement that entitles us to a portion of the gaming revenues 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 owner of our company pays income taxes on our taxable income.

Effective January 31, 2007, we became a wholly-owned subsidiary of Jacobs Investments, Inc. (“JII”), which in turn is 50% owned by Jeffrey P. Jacobs, our Chief Executive Officer, and two of his family trusts, and 50% owned by a revocable trust and an irrevocable trust established by his father, Richard E. Jacobs.  This change in ownership had no impact on our financial position or results of operations.

B.Significant transactions occurring during the year ended December 31, 2007

Rebranding of Piñon Plaza in Carson City, Nevada

On June 25, 2006, we acquired the Piñon Plaza Hotel and Casino in Carson City, Nevada.  We have made numerous modifications to the property and on January 24, 2007 we rebranded Piñon Plaza to “Gold Dust West-Carson City.”

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Development and Opening of Gold Dust West-Elko in Elko, Nevada

In 2006, we entered into a land and building lease to develop a new casino in Elko, Nevada (“Gold Dust West-Elko”) that features a 13,000 square-foot casino with approximately 354 Ticket-In Ticket-Out (“TITO”) slot machines and seven table games, as well as a restaurant, sports bar and sports book.  During December 2006, we borrowed $20 million on our delayed draw term loan facility which was utilized to complete this development. The casino opened on March 5, 2007.

Acquisition of Silver Dollar Truck Plaza

On October 4, 2006, we entered into an asset purchase agreement with an unaffiliated party to acquire the Silver Dollar truck plaza in Shreveport, Caddo Parish, Louisiana (“Silver Dollar”), which was under construction.  On January 15, 2007, we agreed with the seller to operate the business and simultaneously assume the terms of its land lease.  On February 9, 2007, we began operating the convenience store and fuel operations and on March 29, 2007, we acquired Silver Dollar for $4.0 million plus acquisition costs of $0.2 million.  On September 18, 2007, Silver Dollar received approval from Louisiana gaming regulators to offer up to 50 video poker devices, and on September 28, 2007, we began operating 40 video poker devices. The purchase of this truck plaza video gaming facility was recorded using the purchase method of accounting.  See Note 4 of the consolidated financial statements.

Acquisition of Silver Fox Truck Plaza

On September 4, 2007, with funds available on our revolving credit facility, we acquired from an affiliated party, the Silver Fox truck plaza video gaming facility (“Silver Fox”) for $13.8 million.  Silver Fox is located in Denham Springs, Louisiana, and includes a restaurant, a convenience store with fuel pumps, a video poker casino and a bar.  Based on the level of fuel sales, Silver Fox can operate up to 53 video poker devices, consisting of 50 video poker devices in the truck stop casino and 3 video poker devices in the standalone bar, as allowed by Louisiana gaming regulations.

Due to the related party nature of this transaction, this truck plaza acquisition has been accounted for as a combination of entities under common control, which is similar to the pooling of interests method of accounting for business combinations.  Under this method of accounting, the acquisition has been recorded at the related party’s historical identifiable basis in the net assets acquired totaling $11.5 million.  The difference between the purchase price of $13.8 million and the net assets acquired of $11.5 million has been recorded for accounting and financial reporting purposes as a net distribution to our stockholder totaling $2.3 million and accordingly has reduced our stockholder’s equity by that net amount.  The consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations presented in this Form 10-K have been retroactively adjusted to include the operations of the acquired truck plaza from December 22, 2005, which is the date the truck stop was initially acquired by the affiliated party from a third party.  See Note 4 of the consolidated financial statements.

C.Overview and discussion of our operations

We have four segments representing the geographic regions of our operations: Colorado, Nevada, Louisiana and Virginia. Each segment is managed separately because of the unique characteristics of its revenue stream, regulatory environment and customer base.

Our Chief Executive Officer (“CEO”) is the chief operating decision maker. Our casino properties in Colorado (The Lodge and Gilpin casinos) and Nevada (the Gold Dust West-Reno, Gold Dust West-Carson City and Gold Dust West-Elko casinos) are each managed by a Regional Vice President who reports to our Chief Operating Officer (“COO”) who is located in our Golden, Colorado corporate offices. Further, our 19 video poker truck plaza operations are managed by our Regional Vice President of Louisiana Operations who also reports to our COO. Our COO reports to our President, who is also located in Golden, Colorado.  Our President reports directly to our CEO. Our Virginia racetrack and satellite wagering facilities are managed by our on-site President of Pari-Mutuel Operations, and he also reports directly to our CEO. Our management team conducts monthly video conferencing and teleconferencing calls with our CEO. Through the centralization of our operations in Golden, Colorado, we

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believe we are achieving economies of scale in accounting, human resources, centralized purchasing and other areas.

When we analyze and manage our segments, we focus on several measurements that we believe provide us with the necessary ratios and key performance indicators for us to determine how we are performing versus our competition and against our own internal goals and budgets. We confer monthly and discuss and analyze significant variances in an effort to identify trends and changes in our business. We focus on EBITDA (earnings before interest, income taxes, depreciation and amortization) as one of the primary measurements of reviewing and analyzing the operating results of each segment. While we recognize that EBITDA is not a generally accepted accounting principle (i.e. it is a non-GAAP financial measure), we nonetheless believe it is useful because it allows holders of our debt 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 financial analysts following the gaming industry utilize EBITDA as a financial measurement, and when our debt holders (both secured and unsecured) inquire and discuss our operational performance with us, they consistently inquire about our EBITDA performance levels versus the prior year as well as our EBITDA margins versus our competitors. Finally, EBITDA is a key component of certain financial covenants contained in our debt agreements, among other things, and as such it is a critical ingredient that we must watch in order to ensure compliance with our bank credit agreement and our note indenture covenants, measure our historical operating performance, and determine our ability to achieve future growth.

In addition to the above performance measurements, 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 senior unsecured notes amounting to $10.2 million. Additionally, we have drawn $60 million on our senior secured credit facility with interest due at varying intervals.  As previously discussed, we have a $40 million revolving loan with a bank group on which we can draw as needed in order to facilitate the cash flow we generate from operations. This is generally a function of the timing of generating cash from operations coupled with the amount of cash we need to run the business—i.e., our cash inventory. Presently, we estimate that we require approximately $15 million of cash inventory to operate our properties. See also Section G, “Liquidity and Capital Resources.”

Colorado

Our Colorado operations consist of The Lodge Casino at Black Hawk (“The Lodge”) and the Gilpin Casino (“Gilpin”), both of which are located in Black Hawk, Colorado. 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 few years, there were approximately 10,000 gaming devices in the city at December 31, 2007. At December 31, 2007, we had 1,447 devices in this market (993 at The Lodge and 454 at the Gilpin), which represented approximately 15% of the total devices in the Black Hawk market.

For the year ended December 31, 2007, our gross gaming revenues at The Lodge and the Gilpin totaled $106.7 million, which represented 18% of the total gaming revenues in Black Hawk. While the overall Black Hawk market in 2007 grew by 5% in gross gaming revenues, total gaming devices decreased by 1%. We managed to generate 125% efficiencies (our percentage of the gross gaming revenues divided by our percentage of the gaming devices) within the market for 2007. We follow our efficiency level 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 their fair share of the market, our personnel costs, marketing costs, and other costs will likely increase as we attempt to keep our market share.

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Nevada

Our Nevada operations consist of Gold Dust West-Reno, located in Reno, Nevada, which was acquired on January 5, 2001; Gold Dust West-Carson City, located in Carson City, Nevada, which was acquired on June 25, 2006; and our newly-developed casino, Gold Dust West-Elko, located in Elko, Nevada, which opened on March 5, 2007.

As in Colorado, our Nevada casinos operate in highly competitive markets. With the added competition from Indian Gaming in California, Northern Nevada casinos advertise themselves as “locals’ casinos.” At December 31, 2007, Reno had over 13,700 gaming devices, of which Gold Dust West-Reno had 507 devices, or 4% of the market. For the year ended December 31, 2007, our gross gaming revenues were 4% of the Reno market, with an efficiency rate of 99%.

Since its acquisition in June 2006, Gold Dust West-Carson City (formerly Piñon Plaza Resort), has undergone major renovations and changes to the operations emerging January 24, 2007 as the “new” Gold Dust West-Carson City by way of an extensive rebranding program. The Carson City area (state capital) is 30 miles south of Reno and services the areas of Dayton, Gardnerville and Minden surrounding it with a total population base of 60,000 plus. The area has approximately 4,300 gaming devices of which Gold Dust West-Carson City has 404 (9% of total devices).  For the year ended December 31, 2007, our efficiency rate was 89%. This property is expected to substantially improve its efficiency through enhanced utilization of its many unique amenities.

At December 31, 2007, Gold Dust West-Elko has 361 gaming devices, representing 11% of the total devices in the market.  For the year ended December 31, 2007, our gross gaming revenues were 8% of the Elko market, with an efficiency rate of 94%.

Louisiana

The Louisiana truck plaza video gaming facilities consist of 18 truck plazas located in Louisiana and a share in the gaming revenues of an additional truck plaza. Each truck plaza features a convenience store, fueling operations, a restaurant and up to 50 video gaming devices in the casino depending on the level of fuel sales and available space.  Our Silver Fox location has 53 video gaming devices (50 in the casino and 3 in the standalone bar), our St. Martin and Diamond locations have 48 and 47 devices, respectively, our Eunice and Silver Dollar locations each have 40 video gaming devices, and our Vinton location has 39 video gaming devices.  All other truck plaza video gaming facilities have 50 video gaming 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 via a computer phone line directly to the Louisiana State Police. The Louisiana truck plazas’ revenues are dependent on meeting the minimum gallons of fuel sales requirements necessary to operate video poker gaming machines in Louisiana. The fuel sale requirements must be complied with on a quarterly basis and in the event of noncompliance, the Louisiana State Police will turn off a portion of the video poker machines until the minimum fuel sale requirements are met. Management of the Louisiana truck plazas believes that they will continue to meet the fuel sales requirements necessary to operate video poker gaming machines in Louisiana at current levels, however, we can give no assurance in this regard.

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Virginia

Colonial’s revenues are comprised of: (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 Colonial’s satellite wagering facilities on its live races; (iii) commissions from advance deposit account wagering by telephone and over the internet; (iv) admission fees, program and racing form sales, and certain other ancillary deposit account activities; and (v) net income from food and beverage sales and concessions.

Colonial’s 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 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’s 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 by the out-of-state racetracks and their simulcast facilities with respect to wagering on races run at the track.

On September 30, 2005, Colonial acquired the management contract from an unaffiliated party and now is able to manage the track’s operations on its own. This enabled us to immediately influence the operational aspects of Colonial. The EBITDA for 2005 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.

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 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 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 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.

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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, 2007, 2006 and 2005 is as follows:

	Year Ended December 31,
	2007			2006			2005
	(Dollars in Thousands)
Revenues
Gaming:
Casino	$	144,656		$	121,483		$	115,607
Truck stop	64,322			66,418			44,760
Pari-mutuel	41,309			39,787			35,988
Food and beverage	29,260			25,069			20,400
Convenience store—fuel	81,329			77,520			47,511
Other	20,905			18,539			11,816
Less: promotional allowances	(31,953		)	(26,438		)	(23,835		)
Total net revenues	349,828			322,378			252,247
Costs and expenses
Gaming:
Casino	48,427			43,567			41,804
Truck stop	37,954			37,621			24,396
Pari-mutuel	32,977			32,559			31,356
Food and beverage	16,416			13,704			10,472
Convenience store—fuel	77,269			73,389			44,436
Other	16,290			15,017			8,952
Marketing, general and administrative	69,362			60,778			48,279
Abandonment costs							1,424
Termination of contract							10,367
Depreciation and amortization	18,101			14,102			11,576
Total costs and expenses	316,796			290,737			233,062
Operating income	33,032			31,641			19,185
Interest expense, net	(28,067		)	(32,271		)	(22,660		)
Pre-payment penalties, tender and consent costs				(9,321		)
Income tax benefit (expense)				103			(423		)
Net income (loss)	$	4,965		$	(9,848	)	$	(3,898	)

D.Comparison of our operations for the year ended December 31, 2007 to the year ended December 31, 2006

All comparisons below state the 2007 results first and the 2006 results second.

Casino revenues increased to $144.7 million from $121.5 million, or 19%, due to increases at The Lodge of $10.4 million or 15% and the Gilpin of $1.5 million or 6%.  Additionally, Gold Dust West-Carson City, which was acquired on June 25, 2006, contributed $5.4 million and Gold Dust West-Elko, which opened March 5, 2007, also contributed $7.4 million.  These increases were somewhat offset by a decrease at Gold Dust West-Reno of $1.5 million due to a soft Reno market.  The increase in the casino revenues at our Colorado properties is a result of several factors.  We have expanded capital investments in our slot product over the last year, and the completion of the south entrance of The Lodge enabled us to add 60 devices and has generated increased walk-in traffic into the casino. Additionally, City of Black Hawk casino win grew 5% during 2007 compared to 2006.

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Truck stop gaming revenues decreased to $64.3 million from $66.4 million, or 3%.  Hurricanes Katrina and Rita, which hit the Louisiana, Mississippi and Texas Gulf Coast in August and September 2005, respectively, disrupted riverboat and other casino competition in the region.  For the first half of 2006, our truck stops benefited from the reduction in competition as well as the population relocation from the New Orleans area. No increased business levels for similar reasons were experienced in 2007, resulting in a year-over-year decrease of $5.4 million.  This decrease is partially offset by an increase of $3.3 million due to the acquisitions of the Vinton and St. Helena locations, purchased in June and July 2006, respectively, and the installation of video gaming devices at the Silver Dollar location in September 2007.  Our truck stop gaming revenue results are consistent with the overall market decline in Louisiana.

Pari-mutuel revenues increased 4% to $41.3 million from $39.8 million.  This increase is primarily attributable to a $0.9 million increase in account wagering revenues combined with a $0.6 million increase in wagering revenues at our off track wagering facilities and racetrack.

Food and beverage revenues increased to $29.3 million from $25.1 million, or 17%.  This increase is attributable to $1.4 million generated by Gold Dust West-Carson City and $1.9 million generated by Gold Dust West-Elko, as well as increases of $0.2 million at Colonial and $0.7 million at the truck stop facilities.  Of the increase at the truck stops, $0.4 million is attributable to the addition of the Vinton and St. Helena locations in June and July 2006, respectively, $0.2 million is attributable to the St. Martin and Diamond locations and $0.1 million is attributable to all other truck stop locations combined.

Convenience store-fuel revenues increased $3.8 million or 5% to $81.3 million from $77.5 million.  The addition of the St. Helena and Silver Dollar truck stops in July 2006 and February 2007, respectively, generated $6.1 million in additional fuel revenues. This increase in fuel revenues was offset by a $2.3 million year-over-year decrease on a same store basis attributable to the following: (1) stabilized business levels during 2007 from the 2006 impact of Hurricanes Katrina and Rita, as previously mentioned and (2) new competitors having recently entered some of our markets, which negatively impacted our fuel revenues. Our average selling price of fuel increased from $2.57 per gallon in 2006 to $2.74 per gallon in 2007.

Other revenues, which are comprised of our convenience store and hotel operations, increased to $20.9 million from $18.5 million, or 13%.  The increase is attributable to Gold Dust West-Carson City which was acquired on June 25, 2006 and contributed $1.5 million, an increase of $0.7 million primarily due to the Vinton, St. Helena and Silver Dollar truck stops which were acquired in June 2006, July 2006 and February 2007, respectively, and increases of $0.1 million at The Lodge and $0.1 million at Gold Dust West-Elko.

Promotional allowances increased 21% to $32.0 million from $26.4 million.  The increase is attributable to an increase in promotional allowances at the truck stops of $0.9 million, The Lodge of $1.8 million, the Gilpin of $0.3 million, and $0.4 million at Gold Dust West-Reno, while Gold Dust West-Carson City contributed $1.1 million and Gold Dust West-Elko also contributed $1.1 million.  The increase at the truck stops is primarily due to complimentary food and beverage sales at the recently acquired locations.

Casino expenses increased $4.9 million or 11% to $48.4 million from $43.5 million. Of this increase, $2.0 million is due to the addition of Gold Dust West-Carson City and $3.1 million is due to the addition of Gold Dust West-Elko.  Additionally, casino expenses increased by $0.9 million at The Lodge offset by decreases of $0.7 million at the Gilpin and $0.4 million at Gold Dust West-Reno.

Truck stop gaming expenses increased to $38.0 million from $37.6 million.  The 2007 video gaming expenses from the Vinton and St. Helena locations purchased in June and July 2006, respectively, and the installation of video gaming devices at the Silver Dollar location in September 2007 account for an increase of $2.2 million.  This increase is partially offset by a year-over-year decrease of $1.8 million due to increased business levels during the first half of 2006 as a result of Hurricanes Katrina and Rita, which hit the Louisiana, Mississippi and Texas Gulf Coast in August and September 2005, respectively, disrupting riverboat and other competition in the region.  No such increased business levels were experienced in 2007.

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Pari-mutuel costs and expenses increased to $33.0 million from $32.6 million.  The $0.4 million increase is primarily attributable to pari-mutuel taxes and other direct expenses associated with increased pari-mutuel revenues, somewhat offset by a decrease in track materials costs resulting from a one-time purchase in 2006.

Food and beverage costs and expenses increased to $16.4 million from $13.7 million, or 20%. The addition of Gold Dust West-Carson City provided $1.3 million, Gold Dust West-Elko provided $1.2 million, the remaining three casinos increased by a total of $0.1 million, and an increase of $0.1 million at the truck stops.

Convenience store-fuel expenses increased by $3.9 million or 5% to $77.3 million from $73.4 million.  The addition of the St. Helena and Silver Dollar truck stops in July 2006 and February 2007, respectively, generated $6.0 million in additional fuel expenses. This increase in fuel expenses was offset by a $2.1 million year-over-year decrease on a same store basis attributable to two factors: (1) stabilized business levels during 2007 from the 2006 impact of Hurricanes Katrina and Rita, as previously mentioned, and (2) new competitors having recently entered some of our markets, which negatively impacted fuel volumes. The average cost of fuel increased from $2.43 per gallon in 2006 to $2.60 per gallon in 2007.

Other costs and expenses increased to $16.3 million from $15.0 million and were primarily attributable to the addition of hotel operations at Gold Dust West-Carson City, which was acquired on June 25, 2006, and convenience store-other costs generated by the addition of the St. Helena and Silver Dollar truck stops in July 2006 and February 2007, respectively.

Marketing, general and administrative expenses increased $8.6 million or 14% to $69.4 million from $60.8 million.  This increase is the result of the addition of our Gold Dust West-Carson City casino which accounted for $3.8 million of the increase and our Gold Dust West-Elko casino which also accounted for an increase of $3.8 million, as well as increases at The Lodge of $2.1 million, Gilpin of $1.1 million, Colonial of $0.8 million, and the truck stops of $0.8 million, offset by decreases of $3.3 million in corporate overhead expenses and $0.5 million at Gold Dust West-Reno.  The increased marketing costs at our operating units drove increased revenues for all segments.  The increase at our two new Nevada casinos was substantially due to expenses incurred in launching and rebranding the casinos with the Gold Dust West name.  The increase at Colonial is primarily attributable to a $0.6 million increase in marketing costs related primarily to the national television broadcast of the 2007 Virginia Derby combined with a $0.6 million increase in non-recurring lobbying costs, partially offset by decreased security costs, the 2006 write-off of assets under renovation, and the one-time accrual for the Virginia Thoroughbred Association’s share of account wagering in 2006. The increase at the truck stops was primarily due to the addition of office space and additional staff to accommodate expansion.  The $3.3 million net decrease in our corporate overhead was primarily the result of 2006 political campaign costs incurred in Ohio to support a constitutional amendment that would have allowed slot machines at the state’s existing racetracks and two locations in downtown Cleveland.

Depreciation and amortization expense increased to $18.1 million from $14.1 million.  Of this increase, $1.1 million is attributable to the acquisition of Gold Dust West-Carson City and $2.0 million is attributable to Gold Dust West-Elko.  Additionally, The Lodge increased by $0.5 million primarily due to the new south entrance, corporate increased by $0.2 million due to capital asset purchases, and increases were experienced of $0.1 million at the Gilpin and $0.1 million at the truck stops.

Net interest expense decreased $4.2 million or 13% to $28.1 million from $32.3 million.  As a result of our debt refinancing during June 2006, we wrote off $5.7 million in financing fees and $1.9 million of note issue discount, partially offset by the write off of $1.5 million of note issue premium, on the debt refinanced. This net decrease is somewhat offset by an increase in additional debt outstanding during the year ended December 31, 2007 compared to the year ended December 31, 2006, partially offset by lower effective interest rates as a result of the refinancing transactions which occurred in June 2006.

Pre-payment penalties, tender and consent costs in the amount of $9.3 million were incurred during June 2006.  These costs represented the premium required to purchase the senior secured notes in 2006, prior to their maturity in 2009 and consent solicitation fees and expenses as part of the tender offer for such notes.  No comparable transaction occurred during 2007.

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For the year ended December 31, 2006, we received a tax refund for a portion of an income tax charge incurred during 2005, resulting in an income tax benefit of $0.1 million.  No comparable transaction occurred during 2007.

E.Comparison of our operations for the year ended December 31, 2006 to the year ended December 31, 2005

Casino revenues in our Colorado and Nevada segments increased $5.9 million or 5% from $115.6 million for the year ended December 31, 2005 to $121.5 million for the year ended December 31, 2006. The increase in casino revenues is a result of increased casino revenues at The Lodge of $0.1 million, the Gilpin of $1.4 million or 6%, Gold Dust West-Reno of $0.7 million or 3% while Gold Dust West-Carson City (which was acquired on June 25, 2006) contributed $3.7 million. The increase in the casino 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 the Gilpin and a remodeled valet pavilion. Casino revenues at our two Colorado properties continued to be positively affected due to construction disruption at a competing casino which ended early in the second quarter of 2006. Additionally, in 2006, the City of Black Hawk casino win grew 4% compared to 2005. The Gold Dust West-Reno casino revenue increase reflects the effect of severe snow storms that hit the Reno market in the first quarter of 2005 but with no such occurrence in 2006, and during the third quarter of 2006 we completed the L-wing demolition (a portion of our motel) which enabled us to provide approximately 75 additional surface parking spaces for our customers.

Truck plaza gaming revenues in our Louisiana segment increased $21.7 million or 48% for the year ended December 31, 2006 compared to the year ended December 31, 2005. Approximately $5.2 million of the increase is from the two new truck stop video gaming locations in Eunice and Jefferson parish where video gaming operations commenced the first and third quarters of 2005, respectively and therefore reflects only a partial year’s operations. The 2006 video gaming revenues from the Silver Fox, Fuel Stop 36 and Larose truck stops, all purchased in December 2005, account for $10.4 million of the increase. Hurricane Rita, which hit the Louisiana/Texas Gulf Coast on September 24, 2005, caused the permanent closure of two of four competing truck stop video gaming facilities near the Cash Magic Vinton location resulting in increased revenues at that location of $1.3 million. The Vinton and St. Helena locations, purchased in June and July 2006, respectively, account for $2.8 million of the increase. The remaining increase of $2.0 million is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005.

Pari-mutuel revenues in our Virginia segment increased $3.8 million or 11% from $36.0 million to $39.8 million for the year ended December 31, 2005 compared to the year ended December 31, 2006, respectively. Of the increase in revenues, $7.1 million is 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, and an increase of $1.0 million in account wagering revenues, offset by decreases totaling $4.3 million in wagering revenues at the racetrack and remaining off track wagering facilities.

Food and beverage revenues increased $4.7 million or 23% from $20.4 million to $25.1 million for the year ended December 31, 2005 as compared to the year ended December 31, 2006, respectively. This increase is attributable to $1.8 million generated by Gold Dust West-Carson City and increases of $0.3 million at Colonial and $3.1 million at the truck stop facilities, partially offset by decreases of $0.3 million at Gold Dust West-Reno, $0.1 million at The Lodge and $0.1 million at the Gilpin. The decreases at the Gold Dust West-Reno, The Lodge and the Gilpin are attributable to a decrease in complimentary food offers to our customers. The increase at Colonial 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. Of the increase at the truck stops, $2.6 million is attributable to the purchases of Silver Fox, Fuel Stop 36 and Larose in December 2005 and the purchases of the Vinton and St. Helena locations in June and July 2006, respectively. The remaining increase is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005.

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Convenience store fuel revenues increased $30.0 million or 63% from $47.5 million to $77.5 million for the year ended December 31, 2005 compared to the year ended December 31, 2006. The December 2005 acquisitions of the Silver Fox, Fuel Stop 36 and Larose truck stops account for $16.1 million of the increase. Fuel sales from the St. Helena location purchased in July 2006 resulted in $1.6 million of the increase. Hurricane Rita, which hit the Louisiana/Texas Gulf Coast on September 24, 2005, caused the permanent closure of two of four competing truck stop video gaming facilities near the Cash Magic Vinton location resulting in increased revenues at that location of $2.5 million. The remaining increase of $9.8 million is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005 and an increase in the average selling price of fuel from $2.24 per gallon to $2.57 per gallon.

Other revenues, which are comprised of our convenience store and hotel operations, increased $6.7 million or 57% from $11.8 million for the year ended December 31, 2005 to $18.5 million for the year ended December 31, 2006. Convenience store-other revenues increased $4.5 million or 73% for the year ended December 31, 2006 compared to the year ended December 31, 2005. The 2006 revenues from the Silver Fox, Fuel Stop 36 and Larose truck stops all purchased in December 2005 account for $3.4 million of the increase, and the St. Helena location purchased in July 2006 provided an additional $0.3 million. The remaining increase totaling $0.8 million is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005. Hotel and other revenues increased $2.2 million or 39% for the year ended December 31, 2006 compared to the year ended December 31, 2005. The increase is primarily attributable to Gold Dust West-Carson City which was acquired on June 25, 2006 and contributed $2.0 million, and a $0.3 million increase at The Lodge, somewhat offset by a decrease of $0.1 million at Gold Dust West-Reno. The increase at The Lodge is attributable to an increase in the average number of rooms available to our customers as our rooms were closed for approximately 20 days for remodeling in 2005 and we have increased our complimentary hotel rooms provided to customers.

Promotional allowances increased $2.6 million or 11% from $23.8 million for the year ended December 31, 2005 to $26.4 million for the year ended December 31, 2006. The increase is primarily associated with an increase in promotional allowances at The Lodge of $0.5 million, an increase at the truck stops of $1.4 million and an increase at Gold Dust West-Carson City of $0.9 million, somewhat offset by a decrease of $0.2 million at Gold Dust West-Reno. The increase at The Lodge is attributable to increased hotel and beverage complimentaries and an increase in cash back incentives to players.  The decrease at Gold Dust West-Reno is attributable to a decrease in complimentary food provided to our customers. Of the increase at the truck stops, $0.6 million is due to complimentary food and beverage sales at Jefferson which opened third quarter 2005; Silver Fox, Fuel Stop 36 and Larose which were all purchased in December 2005; and the Vinton and St. Helena locations which were purchased in June and July 2006, respectively. The remaining $0.8 million is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005.

Casino expenses increased $1.8 million or 4% from $41.8 million to $43.6 million for the year ended December 31, 2005 compared to the year ended December 31, 2006. This increase is a result of the addition of Gold Dust West-Carson City which had $1.9 million of casino expense and an increase at The Lodge of $0.3 million, offset by decreases at Gold Dust West-Reno of $0.3 million and the Gilpin of $0.1 million. The increase in The Lodge’s casino expense is due to increased gaming taxes (due to increased gaming revenues) and an increase in food and beverage charged to casino expenses for promotions. The decreases in casino expenses at the Gold Dust West-Reno and the Gilpin are primarily due to a decrease in complimentary costs associated with the food and beverage complimentary sales provided to our guests during the year ended December 31, 2006 compared to same period of 2005.

Truck stop gaming expenses increased $13.2 million or 54% for the year ended December 31, 2006 compared to the year ended December 31, 2005. Of the increase, $3.1 million is from the two new truck stop video gaming locations in Eunice and Jefferson parish where video gaming operations commenced the first and third quarters of 2005, respectively. The 2006 video gaming expenses from the Silver Fox, Fuel Stop 36 and Larose truck stops, all purchased in December 2005, account for $5.7 million of the increase and an additional increase of $1.9 million is from the Vinton and St. Helena truck stops purchased in June and July 2006, respectively. Hurricane Rita, which hit the Louisiana/Texas Gulf Coast on September 24, 2005, caused the permanent closure of two of four competing truck stop video gaming facilities near the Cash Magic Vinton location resulting in increased expenses at

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that location of $0.6 million. The remaining $1.9 million increase is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005.

Pari-mutuel costs and expenses increased $1.2 million or 4% from $31.4 million to $32.6 million for the year ended December 31, 2005 compared to the year ended December 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, combined with increased live racing expenses resulting from the Maryland Jockey Club (“MJC”) management contract buyout, offset by a decrease resulting from the elimination of the MJC management fees.

Food and beverage costs and expenses increased $3.2 million or 31% for the year ended December 31, 2006 compared to the year ended December 31, 2005. The increase is attributable to $1.6 million at Gold Dust West-Carson City, a $0.3 million increase at Colonial and a $1.7 million increase at the truck stop facilities. The food and beverage costs for the new Silver Fox, Fuel Stop 36 and Larose truck stops, all purchased in December 2005, account for the truck stop increase. These increases were partially offset by decreases at The Lodge of $0.3 million and the Gilpin of $0.1 million. The decreases at The Lodge and Gilpin are associated to an increase in complimentary costs associated to food and beverage promotions charged to casino operations.

Convenience store-fuel expenses increased $29.0 million or 65% for the year ended December 31, 2006 compared to the year ended December 31, 2005. The 2006 fuel expenses from the Silver Fox, Fuel Stop 36 and Larose truck stops purchased in December 2005 account for $15.4 million of the increase, and $1.6 million of the increase is the result of the St. Helena truck stop which was purchased in July 2006. Hurricane Rita, which hit the Louisiana/Texas Gulf Coast on September 24, 2005, caused the permanent closure of two of four competing truck stop video gaming facilities near the Cash Magic Vinton location resulting in increased expenses at that location of $2.5 million. The remaining increase of $9.5 million is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005 and an increase in the average cost of fuel from $2.08 per gallon to $2.43 per gallon.

Other costs and expenses increased $6.1 million or 68% for the year ended December 31, 2006 compared to the year ended December 31, 2005. The 2006 convenience store expenses from the Silver Fox, Fuel Stop 36 and Larose truck stops purchased in December 2005 account for $3.8 million of the increase, and the addition of the St. Helena location in July 2006 accounts for $0.4 million of the increase. The remaining increase of $1.5 million is the result of increased business levels due to the population relocation after Hurricane Katrina devastated the New Orleans area in August 2005. Hotel expenses increased $0.4 million for the year ended December 31, 2006 compared to the year ended December 31, 2005 and were primarily attributable to the addition of hotel operations at Gold Dust West-Carson City, which was acquired on June 25, 2006.

Marketing, general and administrative expenses increased $12.5 million or 26% for the year ended December 31, 2006 compared to the year ended December 31, 2005. This increase is the result of the addition of our Gold Dust West-Carson City casino which accounted for $3.8 million of the increase, as well as increases at The Lodge of $0.1 million, Gold Dust West-Reno of $0.2 million, Gold Dust West-Elko of $0.5 million, Colonial of $0.4 million, truck stops of $3.2 million and corporate overhead expenses of $4.4 million. These increases were offset by a decrease at the Gilpin of $0.1 million.  The increased marketing costs at our operating units drove increased revenues for all segments. The decrease at the Gilpin is primarily related to a reduction in bussing costs. The increase at the truck stops was primarily due to the addition of corporate office space and additional corporate staff to accommodate expansion. The increase in our corporate overhead was the result of political campaign costs of $3.3 million, the write off of feasibility costs associated to the Dakota Works project of $0.4 million, an increase in professional accounting fees of $0.2 million, consulting fees of $0.5 million, travel expenses of $0.4 million and other net operating costs of $0.1 million, offset by a reduction in labor costs of $0.5 million.

Abandonment costs totaling $1.4 million were recorded during the year ended 2005 which represented the allocated net book value of a stand-alone portion of the Gold Dust West-Reno’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 a cost of $1.2 million. We added approximately 75 parking spaces as a result

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of the demolition.  We continue to operate the remaining 40 hotel rooms. No comparable transaction occurred during 2006.

Termination of contract expenses of $10.4 million were incurred during 2005.  On September 30, 2005, Colonial completed a transaction with Magna Entertainment Corp. (“MEC”), an unaffiliated party, under which Colonial acquired all of the outstanding shares of the Maryland-Virginia Racing Circuit, Inc. (the “Circuit”), a wholly-owned subsidiary of MEC, for $10 million. Under the terms of the agreement, Colonial paid $7 million in cash at closing of the transaction and issued a one-year note, bearing interest at the prime rate plus 1%, in the amount of $3 million. This note was paid in full on June 16, 2006. The stock acquisition has been characterized as a termination of a contract for accounting purposes. As such, $10.4 million, including the $10 million purchase price and $0.4 million in legal and professional fees associated with this transaction, was expensed in 2005. No comparable transaction occurred during 2006.

Depreciation and amortization expense increased $2.5 million from $11.6 million to $14.1 million for the year ended December 31, 2005 compared to the year ended December 31, 2006, respectively. Approximately $1.6 million of the increase is attributable to the acquisitions of Gold Dust West-Carson City, Silver Fox, Fuel Stop 36, Larose, Vinton and St. Helena. The balance of the increase is attributable to purchases of assets at all other locations.

Net interest expense increased $9.6 million for the year ended December 31, 2006 as compared to the year ended December 31, 2005. The increase is primarily attributable to the issuance of $23 million in additional senior secured notes in conjunction with the acquisition of three video gaming truck plaza facilities in March 2005, additional borrowings for acquisitions made in June and July 2006, the write off of $5.7 million and $1.9 million in financing fees and note issue discount on the debt refinanced, as previously discussed. These increases were partially offset by the write off of note issue premium of $1.5 million in conjunction with the debt refinancing.

Prepayment penalties, tender and consent costs in the amount of $9.3 million were incurred during 2006.  These costs represent the premium required to redeem our senior secured notes in 2006 prior to their maturity in 2009 and consent solicitation fees and expenses as part of the redemption of such notes.  No comparable transaction occurred during 2005.

Income tax benefit (expense) increased by $0.5 million for the year ended December 31, 2006 as compared to 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 related to the deductibility of depreciation taken against certain costs incurred by The Lodge to build and improve public assets. We settled this issue with the Internal Revenue Service and recorded a charge to earnings of $0.4 million, including $0.1 million in interest, during 2005. During 2006, we received a tax refund of a portion of this charge totaling $0.1 million.

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F.Segment information for the three years ended December 31, 2007

As discussed above, we have four segments representing the geographic regions of our operations: Colorado, Nevada, Louisiana and Virginia. Each segment is managed separately because of the unique characteristics of its revenue stream, regulatory environment and customer base.

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 holders of our debt 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 segments 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 debt agreements. We present EBITDA in the tables below to provide further discussion and analysis of our operating results. EBITDA can be reconciled directly to our consolidated net income (loss) by adding the amounts shown for depreciation and amortization, interest and income taxes to net income (loss). 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 (loss), 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.

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The following is a summary of the net revenues, costs and expenses and EBITDA, for the three years ended December 31, 2007, 2006 and 2005 (dollars in thousands):

	For the Years Ended December 31,
	2007			2006			2005
NET REVENUES
Colorado:
The Lodge	$	76,051		$	67,315		$	67,428
Gilpin	23,323			22,245			20,986
Total Colorado	99,374			89,560			88,414
Nevada:
Gold Dust West-Reno	20,986			22,893			22,331
Gold Dust West-Carson City	13,833			6,517
Gold Dust West-Elko	8,243
Total Nevada	43,062			29,410			22,331
Louisiana	161,070			158,859			100,535
Virginia	46,322			44,549			40,967
Total Net Revenues	349,828			322,378			252,247
COSTS AND EXPENSES (excluding depreciation and amortization, net interest expense and income taxes)
Colorado:
The Lodge	49,359			46,286			46,166
Gilpin	16,594			16,158			16,497
Total Colorado	65,953			62,444			62,663
Nevada:
Gold Dust West-Reno	13,794			14,675			16,228
Gold Dust West-Carson City	15,064			7,664
Gold Dust West-Elko	8,567			499
Total Nevada	37,425			22,838			16,228
Louisiana	141,771			135,747			82,956
Virginia	44,921			43,686			51,993
Net corporate overhead	8,625			21,241			7,646
Total Costs and Expenses	298,695			285,956			221,486
EBITDA
Colorado:
The Lodge	26,692			21,029			21,262
Gilpin	6,729			6,087			4,489
Total Colorado	33,421			27,116			25,751
Nevada:
Gold Dust West-Reno	7,192			8,218			6,103
Gold Dust West-Carson City	(1,231		)	(1,147		)
Gold Dust West-Elko	(324		)	(499		)
Total Nevada	5,637			6,572			6,103
Louisiana	19,299			23,112			17,579
Virginia	1,401			863			(11,026		)
Net corporate overhead	(8,625		)	(21,241		)	(7,646		)
Total EBITDA	$	51,133		$	36,422		$	30,761

See Sections D and E above which provide explanations regarding the fluctuations in our revenues and costs and expenses by property and segment.

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

Year Ended December 31, 2007	EBITDA			Depreciation and Amortization		Interest Expense, net		Income Tax Expense	Net Income (Loss)
Colorado:
The Lodge	$	26,692		$	4,318	$	6,884		$	15,490
Gilpin	6,729			1,854		1,891			2,984
Total Colorado	33,421			6,172		8,775			18,474
Nevada:
Gold Dust West-Reno	7,192			1,520		2,605			3,067
Gold Dust West-Carson City	(1,231		)	1,819		1,521			(4,571		)
Gold Dust West-Elko	(324		)	1,974		1,790			(4,088		)
Total Nevada	5,637			5,313		5,916			(5,592		)
Louisiana	19,299			3,848		4,774			10,677
Virginia	1,401			2,065		486			(1,150		)
Corporate overhead	(8,625		)	703		8,116			(17,444		)
TOTAL	$	51,133		$	18,101	$	28,067		$	4,965

Year Ended December 31, 2006	EBITDA			Depreciation and Amortization		Interest Expense, net		Income Tax Benefit		Net Income (Loss)
Colorado:
The Lodge	$	21,029		$	3,810	$	10,049			$	7,170
Gilpin	6,087			1,725		3,045				1,317
Total Colorado	27,116			5,535		13,094				8,487
Nevada:
Gold Dust West-Reno	8,218			1,539		3,822				2,857
Gold Dust West-Carson City	(1,147		)	727		814				(2,688		)
Gold Dust West-Elko	(499		)			86				(585		)
Total Nevada	6,572			2,266		4,722				(416		)
Louisiana	23,112			3,712		4,363				15,037
Virginia	863			2,069		549				(1,755		)
Corporate overhead (1)	(21,241		)	520		9,543		$	103	(31,201		)
TOTAL	$	36,422		$	14,102	$	32,271	$	103	$	(9,848	)

Year Ended December 31, 2005	EBITDA			Depreciation and Amortization		Interest  Expense, net		Income Tax Expense		Net Income (Loss)
Colorado:
The Lodge	$	21,262		$	3,372	$	8,310			$	9,580
Gilpin	4,489			1,645		2,580				264
Total Colorado	25,751			5,017		10,890				9,844
Gold Dust West-Reno (2)	6,103			1,691		3,126				1,286
Louisiana	17,579			2,958		3,202				11,419
Virginia (3)	(11,026		)	1,685		236				(12,947		)
Corporate overhead	(7,646		)	225		5,206		$	423	(13,500		)
TOTAL	$	30,761		$	11,576	$	22,660	$	423	$	(3,898	)

(1)	Included in corporate overhead for 2006 are $9.3 million in pre-payment penalties, tender and consent costs for our debt refinancing and $3.3 million we expended to pursue a constitutional amendment in Ohio to allow slot machines at the seven existing racetracks and two locations in downtown Cleveland.
(2)	Included in Gold Dust West-Reno for 2005 is a $1.4 million non-cash abandonment charge which represented the allocated net book value of a stand-alone portion of its L-wing.
(3)	Included in Virginia for 2005 is $10.4 million that was expensed related to the management contract termination.

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G.Liquidity and capital resources—December 31, 2007

As of December 31, 2007, we had cash and cash equivalents of $24.4 million compared to $24.3 million in cash and cash equivalents as of December 31, 2006. The increase is the result of $29.1 million cash provided by operating activities, $33.3 million cash used in investing activities, and $4.3 million provided by financing activities, which is further discussed below.  Our primary sources of liquidity are cash provided by operating activities and external borrowings.  Our primary uses of cash are for capital improvements, development and acquisitions.

The cash used in investing activities during 2007 was primarily the result of property and equipment additions totaling $29.3 million, which is comprised of $12.2 million for the development of Gold Dust West-Elko, $1.0 million for the south entrance of The Lodge and $2.8 million for acquisition related improvements at Gold Dust West-Carson City.   Additionally, ongoing capital investments at our existing properties totaled $13.3 million for the year ended December 31, 2007.  Finally, on March 29, 2007, we acquired the Silver Dollar truck plaza facility from an unrelated third party for $4.2 million.

The cash provided by financing activities during 2007 was primarily the result of net borrowings on the revolving senior credit facility totaling $23.5 million, offset by distributions to stockholders totaling $17.4 million.  The distributions to stockholders were primarily the result of the acquisition of the Silver Fox truck plaza facility from a related party.

As of December 31, 2007, we have $16.5 million available on our $40 million revolving senior credit facility for acquisitions, capital expenditure programs and working capital. The revolving senior credit facility carries an interest rate of 3.00% above LIBOR and expires in June 2011. As of December 31, 2007, our total debt approximates $299.3 million. Our future liquidity, which includes our ability to make semi-annual interest payments on June 15 and December 15 of each year, depends upon our future operational success.

While our owners have made capital contributions to facilitate various acquisitions of the Company from time to time, we can give no assurance that they will continue to do so in the future. Additionally, as we are a Subchapter S Corporation, we may from time to time make distributions to our owners on any taxes due as a result of taxable income generated by us. Furthermore, annual distributions may be made to our owners in an aggregate amount not to exceed the greater of $1 million and 50% of consolidated net income as defined in our credit agreement and indenture.

We believe that our cash flow from operations, cash and cash equivalents and our $40 million senior revolving credit facility discussed above will be adequate to meet our debt service obligations and operational expenditures, as well as our capital expenditure requirements for the next twelve months. Capital expenditures for 2008, excluding development projects, are projected to be approximately $13 million. While we believe these sources will provide us sufficient liquidity over the next twelve months, 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 generate sufficient cash to sustain expansion. Our ability to incur additional debt is further restricted by the terms and covenants of our senior secured bank credit facility and senior unsecured notes. We can give no assurance that we will be able to raise any 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, Colorado and Louisiana markets.  Should the Black Hawk or Louisiana markets 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 the section “Risk Factors” in Item 1A above.

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The following table provides disclosure concerning our 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, 2007.

			Less than 1		1-3		4-5		After 5
	Total		Year		Years		Years		Years
	(Dollars in Thousands)
Long-term debt(1)	$	454,279	$	28,080	$	55,948	$	129,538	$	240,713
Capital lease obligations	9,756		619		1,921		994		6,222
Operating leases(2)	37,651		2,615		4,878		3,177		26,981
Other long-term obligations(3)	24,309		1,845		3,539		2,675		16,250
Total contractual cash obligations	$	525,995	$	33,159	$	66,286	$	136,384	$	290,166

(1)	Long-term debt includes principal and interest owing under the terms of our senior unsecured notes, our senior secured credit facility, the Black Hawk special assessment bonds and indebtedness of Colonial.
(2)	Operating leases include various land and building leases for certain properties in Nevada, Louisiana and Virginia, office space in Colorado, Louisiana, Virginia and Florida, and other equipment leases at all locations.
(3)	Other long-term obligations include a 20-year, $1.25 million per year management agreement with Jacobs Investments Management Co. Inc., an affiliated company, and our obligation to pay $1 per operating video poker machine per day to the third party owner of the machines in order to maintain the machines used in our truck plaza operations, plus $1,050 per machine annually for the owner’s licensing costs.

In addition, we have the following commitments and obligations:

· JEI, through its subsidiary Colonial, has entered into an agreement with a totalisator company, which provides wagering services and designs, programs, and manufactures totalisator systems for use in wagering applications. On March 16, 2005, Colonial entered into an amendment with the totalisator company that extends the term of the agreement to 2012, provides replacement equipment for the existing equipment, and increases the rate to .385% of handle up to $270 million in handle. Handle above $270 million is charged a rate of .345%. The amendment also provides for a minimum charge per calendar year of $210,000.

· JEI, through the Lucky Magnolia truck plaza, has 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.

Finally, our outstanding senior unsecured notes aggregating $210 million cannot be redeemed until June 15, 2010. We can, however, with proceeds from an equity offering on more than one occasion redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 109.75% of the principal amount thereof, plus accrued and unpaid interest.

H.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, Nevada, Louisiana 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

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and workers compensation liabilities, and litigation costs. We believe that these estimates are reasonable based on our past 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 70% of our total assets, which includes the recent acquisitions of Gold Dust West-Carson City, Gold Dust West-Elko and the video gaming truck stops. 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 differ from 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.

Goodwill and other intangible assets

We have $46.7 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.

Our three reporting units with goodwill balances at December 31, 2007 are Colorado ($6.7 million), Nevada ($9.0 million) and Louisiana ($31.0 million). There is no goodwill recorded in our Virginia reporting unit. We performed our most recent annual impairment test for these reporting units as of September 30, 2007. Our annual impairment test included an analysis of the gaming industry overall as well as an analysis of the specific locations in which we operate. We determined the fair values for each of these reporting units using both the market approach (recent comparable transactions from which we derived an applicable valuation multiple) and the income approach (net present value of our anticipated future cash flows). These fair values were then compared to the carrying values for the respective reporting unit and we determined that goodwill is not impaired at any of our reporting units. Furthermore, if the fair value of these reporting units declined by 10%, no goodwill impairment would exist.

We have reassessed the useful lives of our identifiable intangible assets without any change to the previously established amortization periods of such assets.

Item 7A.Quantitative and Qualitative Disclosure about Market Risk.

Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as commodity prices and interest rates.  We purchase and sell fuel at market prices, subject to daily price changes.

On June 16, 2006, we issued $210 million of 9¾% senior unsecured notes due in 2014 and we issued $40 million in a secured, term loan financing.  The proceeds of these two issuances were used to finance acquisitions, refinance existing debt and for working capital purposes. Additionally, during December 2006, we borrowed $20 million on the secured, delayed draw term loan facility which was used to complete the development of our new casino in Elko, Nevada. We have available a secured revolving facility of $40 million, of which $23.5 million is outstanding as of December 31, 2007, and our senior secured term loan debt, of which $59.2 million is outstanding

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as of December 31, 2007, bearing interest at a blended rate approximating 7.56% at December 31, 2007. The senior unsecured notes bear interest at a fixed rate of 9¾%.

If market interest rates increase, our cash requirements for interest on the senior secured credit facility balance would also increase. Conversely, if market interest rates decrease, our cash requirements for interest on the senior secured credit facility balance would also decrease. There would be an approximate change in our cash requirements of $0.6 million annually for interest should market rates increase or decrease by 10% compared to interest rate levels at December 31, 2007.

We currently do not invest in derivative financial instruments, interest rate swaps or other similar investments to alter interest rate exposure.

Item 8.Financial Statements and Supplementary Data.

Reference is made to the financial statements, the notes, and the report of our independent registered public accounting firm commencing on page F-1 of this report.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.Controls and Procedures.

Not applicable.

Item 9A(T).Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2007. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed 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 and includes those policies and procedures that:

· Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

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· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment, the Company’s management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we believe that, as of December 31, 2007, the Company’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.                Other Information.

There is no information we were required to report on Form 8-K during our fourth fiscal quarter of the year ended December 31, 2007 that was not so reported.

Item 10.                Directors, Executive Officers and Corporate Governance.

The following table provides information regarding our directors and executive officers and key employees of Black Hawk Gaming, Colonial and the Louisiana properties as of March 1, 2008:

Name	Age	Position
Jeffrey P. Jacobs	54	Chief Executive Officer, Secretary, Treasurer and Chairman of the Board
Richard E. Jacobs	82	Director
Stephen R. Roark	60	President
Ian M. Stewart	53	President of Pari-Mutuel Wagering Operations
Michael T. Shubic	54	Chief Operating Officer
Brett A. Kramer	39	Chief Financial Officer
Stanley Politano	58	Executive Vice President

Jeffrey P. Jacobs is our Chairman, Chief Executive Officer, Secretary and Treasurer and a director. From 1996 to 2007, he served as Chairman and Chief Executive Officer of Diversified Opportunities Group Ltd. (“Diversified”), 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. Jacobs Entertainment, Inc. acquired Diversified on February 22, 2002 and it was dissolved in 2007. From 1975 to present, Mr. Jacobs has also served as Chairman and Chief Executive Officer of Jacobs Investments, Inc., a company which owns all of our equity securities and which is also 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, and Chairman and Chief Executive Officer of Black Hawk Gaming.

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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 was appointed as our President on December 5, 2006. During the five years prior to that, he was our Chief Financial Officer and President of Casino Operations. He was employed as Chief Financial Officer of Black Hawk Gaming since August 1993. Mr. Roark 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.

Ian M. Stewart is currently our President of Pari-Mutuel Wagering Operations. He has served as President of Colonial 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. 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 has been our Chief Operating Officer since July 1, 2006. From December 1, 2002 when he joined us until his appointment as our Chief Operating Officer, he served as our Vice President of Operations. 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 general 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.

Brett A. Kramer has been our Chief Financial Officer since December 5, 2006. He has been employed by us and certain of our predecessor subsidiaries for 13 years. He was responsible for overseeing accounting managers and controllers of our multi-state operating subsidiaries, over 30 in all. He has also been involved in developing our system of internal controls in order to comply with various gaming regulations and provisions of the Sarbanes-Oxley Act of 2002. Mr. Kramer was a staff and senior accountant for five years with Deloitte & Touche, LLP. He graduated with a degree in accounting from the University of Colorado in 1990 and is a Certified Public Accountant in Colorado.

Stanley Politano is our Executive Vice President and has been with the Company and its predecessor, Black Hawk Gaming & Development Company, Inc. since 1994. He is a former officer and director of Black Hawk Gaming.  He currently serves on our Company’s Nevada Compliance Committee and our Audit and Disclosure Committee.  Mr. Politano received his B.S. degree in Business, majoring in finance, from the University of Colorado in 1972.  He has 22 years of experience in the securities industry, in both retail and wholesale organizations.  He has worked for Rauscher Pierce Securities Corporation and Prudential-Bache Securities, Inc. and was a vice president with E.F. Hutton & Company, Inc. and Hanifen Imhoff Securities Corporation.

We are a company wholly owned by Jacobs Investments, Inc. which in turn is 50% owned by Jeffrey P. Jacobs and two family trusts created by him, and 50% owned by a revocable trust and an irrevocable trust 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. These two persons have served as our directors since our formation in 2001. They are elected each year. The board has adopted a code of ethics policy which is applicable to our CEO, CFO and our employees. We rely on our employment procedures and system of

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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.

Item 11.Executive Compensation.

Compensation Discussion and Analysis

The following discussion of our executive compensation policies and practices include:

·an overview of our board of directors’ philosophy as to executive compensation;

·a discussion of the overall objectives of our compensation program for executive officers; and

·a discussion of all material components of compensation, particularly for the five named executive officers listed in the Summary Compensation table.

Overview and Objectives

As described in Item 12 immediately below, we are a wholly owned subsidiary of a privately-held company, hence we have no publicly traded securities, nor any option or other equity based incentive programs for our executives or employees. Our Chairman and Chief Executive Officer, Jeffrey P. Jacobs, and his father, Richard E. Jacobs, a director, and trusts that they have established, own the equity securities of Jacobs Investments, Inc., the company that owns all of our equity securities.

The total cash compensation to Messrs. Jeffrey P. Jacobs and Richard E. Jacobs is limited to an aggregate of $1 million per year under our credit agreements. As a result, most elements of our compensation plans discussed below do not include our CEO, Jeffrey P. Jacobs. However, as also discussed below, our sole shareholder nonetheless is entitled under our credit agreements to certain tax distributions since, as a Subchapter S corporation, our taxable income flows through and is taxed to it. Finally and also as discussed in detail in Item 13 below, Messrs. Jeffrey P. Jacobs and Richard E. Jacobs have received certain direct dividends from us and constructive dividends resulting from the accounting treatment required of certain related party transactions.

Our Executive Compensation Program (Program) is designed to attract, motivate and retain high performing executives who are critical to our long-term success. The Program is structured to link executive compensation to how successfully we execute our business plans and meet a number of corporate, financial and operational goals. This design is intended to provide executives increased compensation when we do well and to provide less compensation when we do not.

The design and effectiveness of compensation policies and programs are reviewed by our CEO periodically in light of general industry and peer trends, and recommendations for changes are made to the board of directors as deemed advisable by the CEO. The CEO reviews such compensation matters with our internal personnel. The board of directors believes that the role played by the CEO in this process is reasonable and appropriate because the CEO is best suited to evaluate the performance of our executive personnel.

Our CEO reviews the philosophy, goals and objectives of the Program at least annually. In assessing their continued appropriateness, our CEO examines our success and the contributions of the individual executives in achieving our business plans. Our CEO considers the motivational impact of the Program as an incentive in attaining desired business results and in the continued ability to attract and retain high-quality executives. Key factors in judging whether the Program has met its goals are the Program’s relationship to our financial results, our future outlook and our ability to attract and retain key executive talent.

As a result of our corporate structure, the base compensation structure and amounts paid to all of our executive officers, except Jeffrey P. Jacobs, are determined after individual negotiations with each executive and approved by him. We formulate an annual cash incentive compensation plan for our named executive officers and

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selected middle management personnel based on our achievement of multi-year financial and growth objectives. Our discretionary annual bonus is paid in cash in an amount reviewed and approved by our CEO and traditionally has been paid in a single installment in the first quarter following the completion of a given fiscal year. Pursuant to current employment agreements, each named executive officer is eligible for a discretionary annual bonus up to an amount equal to 35% of such executive’s base salary. The actual amount of discretionary bonus, which varies by individual, is determined by our CEO following a review of each executive’s individual performance and contribution to our strategic and financial goals. In support of his recommendations, Mr. Jacobs considers the desirability of maintaining a cohesive, long standing management and operating group and keeps himself informed of the salaries and benefits offered by competitors although he does not adhere to specific benchmarks, median placements, percentages or ranges of compensation paid by competitors or others.

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

Name and Principal Position(1)	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non- Qualified Deferred Compensation Earnings	All Other Compensation (2)(3)	Total
		($)	($)	($)	($)	($)	($)	($)	($)
Jeffrey P. Jacobs	2007 2006 2005	500,000 500,000 500,000	167,000 250,000 250,000					1,609,000 1,513,000 450,000	2,276,000 2,263,000 1,200,000
Stephen R. Roark	2007 2006 2005	406,134 370,529 350,000	129,188 140,000 107,000						535,322 510,529 457,000
Ian M. Stewart	2007 2006 2005	282,392 264,769 250,000	75,000 50,000 75,000						357,392 314,769 325,000
Michael T. Shubic	2007 2006 2005	314,192 272,445 242,000	93,303 105,000 73,000						407,495 377,445 315,000
Brett A. Kramer	2007 2006 2005	205,320 166,921 137,845	64,594 70,000 30,000						269,914 236,921 167,845
Stanley Politano	2007 2006 2005	159,239 150,951 125,267	47,369 54,250 25,891						206,608 205,201 151,158

(1)	See Item 10 above which describes the principal positions of the named executives.
(2)	See Item 13 below which describes consulting fees paid to Jacobs Investment Management Co., Inc., an affiliate of Mr. Jacobs.
(3)	Also see Item 13 below that describes distributions to our owners totaling $16,392,000 during 2007, $34,205,000 during 2006 and $22,500,000 during 2005, which directly and indirectly benefited our Chief Executive Officer.

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Employment Agreements

Each of our five executive officers, except our CEO, Jeffrey P. Jacobs, is a party to an Executive Employment Agreement as follows:

			Base Salary
Name	Title	Effective Date	Year One		Year Two		Year Three
Stephen R. Roark	President	December 5, 2006	$	400,000	$	450,000	$	475,000
Michael T. Shubic	Chief Operating Officer	July 1, 2006	300,000		325,000		350,000
Ian M. Stewart	President of Pari-Mutuel Wagering Operations	August 1, 2006	275,000		287,500		300,000
Brett A. Kramer	Chief Financial Officer	December 5, 2006	200,000		225,000		250,000
Stanley Politano	Executive Vice President	December 5, 2006	155,000		165,000		175,000

All employment agreements are substantially identical except with respect to the amount of the executives’ respective salaries. Among the more important provisions of the agreements are the following:

(a)           the term of each agreement is three years from its effective date;

(b)           the base salaries are set forth above; in addition, each executive is entitled to receive an annual bonus of up to 35% of his base salary if certain performance criteria (established each year) are met;

(c)           the agreements provide that if the executive is terminated without cause or dies, he or his estate is entitled to a lump sum payment equal to six month’s salary and a pro rated portion of his bonus. If there is a change in our control and the executive is not offered employment satisfactory to him, he is entitled to a lump sum payment equal to one year’s salary except in the case of Mr. Roark who is entitled to a lump sum payment equal to three year’s salary; and

(d)           each agreement contains customary provisions regarding vacations, automobile benefits, insurance and expense reimbursements.

Director Compensation

We have two directors, Jeffrey P. Jacobs, who is also our CEO, and Richard E. Jacobs, his father. In 2007, Richard E. Jacobs was paid $250,000 for his service as a director. Our directors receive no other compensation for their services as directors.

As explained in Item 13 below, our stockholders received compensation from us in 2007 as a result of amounts accounted for as distributions under generally accepted accounting principles resulting from the sale of a certain Louisiana truck stop to us for an amount greater than the stockholder’s identifiable cash cost therein. Distributions to our stockholders totaled $16,392,000 in 2007.

Finally, under the terms of our bank credit agreement and note indenture, we are allowed to make a tax distribution to our stockholder to cover the tax on our income which is taxable to our stockholder because of our Subchapter S status.

The board of directors has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and based thereon, the board of directors has recommended that it be included in this Annual Report on Form 10-K.

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During 2007, there were no interlocking relationships between any member of our board of directors and any of our executive officers that would be required to be disclosed under Item 407(e)(4) of Regulation S-K.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of March 1, 2008, 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 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. All 1,500 shares (100%) of our issued and outstanding common stock are owned by Jacobs Investments, Inc., a Delaware corporation (“JII”).

The following table sets forth certain information regarding the beneficial ownership of JII’s common stock as of March 1, 2008, for each stockholder who is known by us to own beneficially more than 5% of JII’s common stock.

	Number of Shares		Percentage
Stockholder of JII	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	528	—	20	%	—
Jacobs Family Economic and Control Trusts(2) Hahn Loeser & Parks LLP 200 Public Square, Suite 3300 Cleveland, Ohio 44114	792	180	30	%	50	%
Richard E. Jacobs(3) 25425 Center Ridge Road Cleveland, Ohio 41445	1,320	180	50	%	50	%
All executive officers and directors as a group	1,848	180	70	%	50	%

(1)	Jeffrey P. Jacobs is our Chief Executive Officer, Secretary, Treasurer and Chairman of the Board.
(2)	The Jacobs Family Economic Trust owns 792 Class A shares and the Jacobs Family Control Trust owns 180 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 JII’s 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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Item 13.Certain Relationships and Related Transactions and Director Independence.

In order to assist us in our efforts to research, develop, perform due diligence on and possibly acquire new gaming opportunities, we 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. (“JIMCO”), 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. The agreement was renewed on January 2, 2003 for a period of nine years, at $450,000 per year, payable on January 15 of each year. On June 16, 2006, the agreement was amended and restated retroactive to January 1, 2006 for a period of 20 years, at $1.25 million per year payable in two equal installments of $625,000 on January 1^st and July 1^st each year plus two and one-half percent (2.5%) of budgeted development costs for projects undertaken by us, if certain debt covenant ratios are met. Total incurred under this agreement with JIMCO was $1,609,000, $1,513,000 and $450,000 for the years ended December 31, 2007, 2006 and 2005, respectively.

We provide monthly management and accounting services for various truck stops owned by an affiliate of Jeffrey P. Jacobs and the Trusts. Total charges to the affiliate for these management services totaled $1,035,000, $302,000, and $64,000 for the years ended December 31, 2007, 2006, and 2005, respectively. Additionally, we provide shared services such as a branded fuel card that can be used at the truck stops owned both by us and the affiliate, and repair parts purchased by the affiliate from us. These transactions result in receivables from and payables to our affiliate. As of December 31, 2007, these transactions resulted in net payables to affiliate totaling $435,000, and as of December 31, 2006, these transactions resulted in net receivables from affiliate totaling $1,491,000. 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 Richard E. Jacobs Revocable Trust 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 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 Richard E. Jacobs Revocable Trust. All of these notes 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. (“Gameco”), a company owned and controlled by our two directors and then sole owners. We purchased from Gameco 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’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 $10.1 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. As part of the acquisition of these three truck plazas, the affiliated party seller provided capital to us. Amounts payable to this affiliated party totaled $386,000 as of December 31, 2005.

In December 2005, we acquired two of our 19 Louisiana truck plaza video gaming facilities from two unaffiliated companies for an aggregate consideration of $12.3 million. Our stockholders made an $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 these stockholders of $8.8 million on June 16, 2006.

In May 2006, we entered into agreements with Gameco, 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). Gameco’s net book value in the interests acquired was $8.0 million resulting, for accounting purposes, in a net distribution to it of $7.0 million.

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

In September 2007, we acquired from Gameco, the Silver Fox truck plaza video gaming facility for $13.8 million. Gameco’s net book value in the interests acquired was $11.5 million resulting, for accounting purposes, in a net distribution to it of $2.3 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, certain of his family trusts and trusts created by Richard E. Jacobs, a director, provided that under our senior credit agreement our pro forma consolidated leverage ratio (ratio of our total pro forma debt to our pro forma EBITDA) must be 5.0 to 1.0 or less after giving effect to any such investment and provided that under our note indenture our fixed charge coverage ratio (ratio of our Consolidated EBITDA to our fixed charges, primarily interest) was at least 2.0 to 1.0 for the preceding four quarter period; and 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. Furthermore, we may invest an aggregate amount not to exceed $5.0 million at any time outstanding.  At December 31, 2007, we had invested $7,943,000 (cost) in the securities of an unaffiliated public company; the market value of such securities at December 31, 2007 was $5,524,000.

Gameco, 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) seven 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 an amount equal to 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 Gameco.

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 properties, 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 two and one-half 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. Jeffrey P. Jacobs, our Chairman and Chief Executive Officer, owns varying interests in five of the six parcels.

Although we may elect not to exercise all 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 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. If all six parcels are purchased and none rented, the total purchase price would be approximately $10 million less the aggregate option payments to the date of exercise. The purchase price and rent payments would be increased if, in the future, casino gaming were to become legalized in Ohio and a casino is licensed at Nautica. During March 2008, the Company exercised its option to acquire one of these parcels.  We intend to close on this property prior to the end of March 2008.  The company that owns this parcel of land is wholly owned by our Chairman and Chief Executive Officer.

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Director Independence

We are a privately held company wholly owned by Jacobs Investments, Inc. which in turn is owned beneficially by our two directors, Jeffrey P. Jacobs, who is also our Chief Executive Officer, and his father, Richard E. Jacobs and several trusts created by them. Therefore, neither member of our board of directors is independent, nor are any independence standards applicable to us as a result of stock exchange or any other self regulatory organization’s requirements.

Item 14.Principal Accountant Fees and Services.

Fees paid to our registered public accounting firm for the last two years were as follows:

	Year Ended
	December 31,
	2007		2006
Audit fees	$	992,000	$	920,000
Audit related fees*	21,000		29,000
Tax fees**	271,000		270,000
All other fees***	258,000		988,000

*Audit-related fees are principally comprised of our 401(k) audits and fees related to the internal control consulting services associated with our Sarbanes-Oxley implementation project.

**Tax fees are principally comprised of preparation of federal and state corporate income tax returns, various state tax returns, and research and related tax consultation services.

***2006 includes $938,000 in fees attributable to our June 16, 2006 debt refinancing.

We have no audit committee. Our board of directors has considered and has determined that provision of the services described above and amounts paid for those services are compatible with maintaining our principal accountant’s independence.

Item 15.Exhibits and Financial Statement Schedules.

(a)Financial Statements and Financial Statement Schedules

(1)           Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this report.

(2)           No Financial Statement Schedules are included herein because such schedules are not applicable, are not required, or because the required financial information is included in the Consolidated Financial Statements or notes thereto.

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(b)Exhibits

Exhibit No.	Description
2.1(1)	Agreement and Plan of Merger dated as of April 25, 2001, among Black Hawk Gaming & Development Company, Gameco, Inc. and BH Acquisition, Inc.
2.2(1)	Amendment to Agreement and Plan of Merger dated as of November 12, 2001 among Black Hawk Gaming & Development Company, Inc., Gameco, Inc. and BH Acquisition, Inc.
2.3(1)	Exchange Agreement dated February 22, 2002 among Gameco, Inc., Jeffrey P. Jacobs and The Richard E. Jacobs Revocable Trust.
2.4(1)	Agreement and Plan of Merger dated as of June 11, 2001 among Colonial Holdings, Inc., Gameco, Inc. and Gameco Acquisitions, Inc.
2.5(1)	Amendment to Agreement and Plan of Merger dated as of November 16, 2001 among Colonial Holdings, Inc., Gameco, Inc. and Gameco Acquisition, Inc.
2.6(1)	Agreement and Plan of Merger, dated February 22, 2002 between Gameco, Inc. and Jacobs Entertainment, Inc.
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.

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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(8)	Articles of Organization of Jalou Breaux Bridge, LLC dated January 29, 2003.
3.38(8)	Articles of Organization of Jalou Eunice, LLC dated March 27, 2003.
3.39(8)	Articles of Organization of Jalou of Jefferson, LLC dated September 23, 2003.
3.40(10)	Certificate of Amendment of Certificate of Incorporation of Jacobs Entertainment, Inc. dated September 27, 2005.
3.41(10)	Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc. dated November 2, 2005.
3.41A(12)	Bylaws of Jacobs Piñon Plaza Entertainment, Inc. dated November 8, 2005.
3.42(12)	Articles of Incorporation of Fuel Stop 36, Inc. dated August 24, 1989.
3.43(12)	Articles of Organization of Jalou of Larose, LLC dated November 3, 2005.
3.44(12)	Articles of Incorporation of Jacobs Elko Entertainment, Inc.
3.45(12)	Bylaws of Jacobs Elko Entertainment, Inc.

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3.46(12)	Articles of Organization of Jacobs Dakota Works, LLC.
3.47(12)	Operating Agreement of Jacobs Dakota Works, LLC.
3.48(12)	Articles of Organization of Jalou Diamond L.L.C.
3.49(12)	Limited Liability Company Agreement of Jalou Diamond L.L.C.
3.50(12)	Articles of Organization of Jalou Magic L.L.C.
3.51(12)	Limited Liability Company Agreement of Jalou Magic L.L.C.
3.52(12)	Articles of Organization of Jalou of Vinton-Bingo, LLC.
3.53(12)	Limited Liability Company Agreement of Jalou of Vinton-Bingo, LLC.
3.54(12)	Articles of Organization of Jalou of Vinton, LLC.
3.55(12)	Limited Liability Company Agreement of Jalou of Vinton, LLC.
3.56(12)	Articles of Organization of Jalou of St. Helena, LLC.
3.57(12)	Limited Liability Company Agreement of Jalou of St. Helena, LLC.
3.58(12)	Amended and Restated Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc.
3.59(12)	Articles of Organization of Jalou of St. Martin, L.L.C.
3.60(12)	Limited Liability Company Agreement of Jalou of St. Martin, L.L.C.
3.61(12)	Limited Liability Company Agreement of Jalou L.L.C.
3.62(12)	Operating Agreement of Houma Truck Plaza Stop and Casino, L.L.C.
3.63(12)	Limited Liability Company Agreement of Jalou-Cash’s L.L.C.
3.64(12)	Limited Liability Company Agreement of Lucky Magnolia Truck Stop and Casino, L.L.C.
3.65(12)	Limited Liability Company Agreement of Bayou Vista Truck Plaza and Casino, L.L.C.
3.66(12)	Limited Liability Company Agreement of Raceland Truck Plaza and Casino, L.L.C.
3.67(12)	Limited Liability Company Agreement of Jalou Breaux Bridge, LLC.
3.68(12)	Limited Liability Company Agreement of Jalou of Eunice, LLC.
3.69(12)	Limited Liability Company Agreement of Jalou of Jefferson, LLC.
3.70(12)	Limited Liability Company Agreement of Jalou of Larose, LLC.
3.71(12)	Articles of Organization of Colonial Downs, LLC.
3.72(12)	Operating Agreement of Colonial Downs, LLC.
3.73(12)	Articles of Organization of JRJ Properties, LLC.

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3.74(12)	Limited Liability Company Agreement of JRJ Properties, LLC.
3.75(12)	Articles of Organization of Virginia Concessions, LLC.
3.76(12)	Amended and Restated Operating Agreement of Virginia Concessions, LLC.
3.77A(12)	Articles of Amendment to the Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77B(12)	Articles of Amendment to the Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77C(12)	Articles of Amendment to the Articles of Incorporation of Old Dominion Jockey Club, Inc.
3.77D(12)	Articles of Amendment to the Articles of Incorporation of Maryland-Virginia Racing Circuit, Inc.
3.78(17)	Articles of Organization of Jalou Fox, LLC dated November 14, 2005.
3.79(17)	Limited Liability Company Agreement of Jalou Fox, LLC dated September 1, 2005.
3.80(19)	Articles of Organization of Jalou Silver Dollar, LLC.
3.81(19)	Limited Liability Company Agreement of Jalou Silver Dollar, LLC.
4.1(13)	Trust Indenture Agreement by and between Jacobs Entertainment, Inc. and Wells Fargo Bank, as Trustee, dated June 16, 2006.
4.2(13)	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(12)	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(12)	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(12)	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(12)	Contribution Agreement dated June 16, 2006, by and among Jacobs Entertainment, Inc. and affiliates of Jacobs Entertainment, Inc.
4.7(12)	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(12)	Form of Jacobs Entertainment, Inc. 9.75% Rule 144A Global Note due 2014.
4.9(12)	Form of Jacobs Entertainment, Inc. 9.75% Regulation S Global Note due 2014.
4.10(12)	Form of Jacobs Entertainment, Inc. 9.75% IAI Global Note due 2014.

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4.11(12)	Intercompany Note dated as of June 16, 2006 by and among Jacobs Entertainment, Inc., and Credit Suisse, Cayman Islands Branch.
4.12(12)	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(12)	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.
10.1(3)	Deed of Lease dated May 8, 2003 between Haynes Chippenham Plaza, LLC and Colonial Downs, L.P.
10.2(10)	Asset Purchase Agreement dated November 2, 2005 among Capital City Entertainment, Inc. and Jacobs Piñon Plaza Entertainment, Inc.
10.3(12)	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(11)	Triple Net Lease dated November 14, 2005 among Route 225 Investments, LLC and Jacobs Entertainment, Inc.
10.5(13)	Ground Lease and Option Purchase Agreement dated September 12, 2005 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.6(13)	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(13)	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(12)	Standardbred Horsemen’s Contract effective March 1, 2006 among Colonial Downs L.P., Stansley Racing Corp. and The Virginia Harness Horse Association.
10.9(12)	Membership Interests Purchase Agreement dated May 16, 2006 by and between Gameco Holdings, Inc. and Jacobs Entertainment, Inc.
10.10A(12)	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(12)	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(14)	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(12)	Consulting Agreement dated January 1, 2006 and amended June 16, 2006, by and among Jacobs Entertainment, Inc. and Jacobs Investments Management Co., Inc.

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10.13(12)	Fourth Amendment to Option Purchase Agreement dated May 15, 2006 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.14(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Phase 2 Limited Partnership.
10.15(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Jacobs Lot D, Inc.
10.16(12)	Option Agreement dated April 18, 2006 between Jacobs Entertainment, Inc. and Flats Development, Inc.
10.17(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sycamore & Main, Inc.
10.18(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Peninsula Land Limited Partnership.
10.19(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sugar Warehouse Limited Partnership.
10.20(12)	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(12)	Amendments 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(12)	Amendment to Standard Horsemen’s Agreements, dated May 26, 2006, by and between Colonial Downs, L.P. and The Virginia Harness Horse Association.
10.23(16)	Executive Employment Agreement dated December 5, 2006 between Jacobs Entertainment, Inc. and Stephen R. Roark.
10.24(16)	Executive Employment Agreement effective July 1, 2006 between Jacobs Entertainment, Inc. and Michael T. Shubic.
10.25(16)	Executive Employment Agreement effective August 1, 2006 between Jacobs Entertainment, Inc. and Ian M. Stewart.
10.26(16)	Executive Employment Agreement dated December 5, 2006 between Jacobs Entertainment, Inc. and Brett Kramer.
10.27(16)	Executive Employment Agreement dated December 5, 2006 between Jacobs Entertainment, Inc. and Stanley Politano.
10.28(17)	Membership Interests Purchase Agreement dated August 20, 2007 by and between Gameco Holdings, Inc. and Jacobs Entertainment, Inc.
10.28A(18)	Amendment No. 1 dated May 4, 2007 to Credit Agreement among Jacobs Entertainment, Inc. and various lenders.
10.29(19)	Asset Purchase Agreement dated October 4, 2006 regarding the Silver Dollar Truck Plaza.
12(19)	Computation of Ratio of Earnings to Fixed Charges.
14.1(19)	Code of Ethics (as revised).
21.2(19)	Subsidiaries of Jacobs Entertainment, Inc.

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25.1(12)	Statement of Eligibility of Trustee on Form T-1.
31.1(19)	Chief Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(19)	Chief Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(19)	Chief Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(19)	Chief Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002.

(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 on March 31, 2003.
(5)	Incorporated by reference from our Form 10-Q filed August 13, 2004.
(6)	Incorporated hereby by reference from our Report on Form 8-K filed October 7, 2004.
(7)	Incorporated hereby by reference to Exhibits 2.01(a) and 2.01(b) from our Report on Form 8-K dated March 4, 2005.
(8)	Incorporated hereby by reference from our Form 10-K filed March 28, 2005.
(9)	Incorporated hereby by reference from our Report on Form 8-K filed on March 4, 2005.
(10)	Incorporated by reference from our Form 10-Q filed November 14, 2005.
(11)	Incorporated hereby by reference from our Report on Form 8-K filed on November 15, 2005.
(12)	Incorporated hereby by reference from our registration statement on Form S-4 (SEC Registration No. 333-136066) filed on July 27, 2006.
(13)	Incorporated hereby by reference from our Form 8-K filed on March 23, 2006.
(14)	Incorporated hereby by reference from our Form 8-K filed on June 22, 2006.
(15)	Incorporated hereby by reference from our Form 10-K filed on March 29, 2006.
(16)	Incorporated hereby by reference from our Form 8-K filed on December 8, 2006.
(17)	Incorporated hereby by reference from our Form 8-K filed on September 6, 2007.
(18)	Incorporated hereby by reference from our Form 8-K filed on May 10, 2007.
(19)	Filed herewith.

70

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

JACOBS ENTERTAINMENT, INC.
By:	/s/ JEFFREY P. JACOBS
	Jeffrey P. Jacobs
	Chief Executive Officer
By:	/s/ BRETT A. KRAMER
	Brett A. Kramer
	Chief Financial Officer

Date: March 25, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JEFFREY P. JACOBS	Chairman of the Board of Directors and Chief	March 25, 2008
Jeffrey P. Jacobs	Executive Officer (Principal Executive Officer)
/s/ BRETT A. KRAMER	Chief Financial Officer	March 25, 2008
Brett A. Kramer	(Principal Financial and Accounting Officer)
/s/ RICHARD E. JACOBS	Director	March 25, 2008
Richard E. Jacobs

71

Jacobs Entertainment, Inc.

Consolidated Financial Statements as of December 31, 2007 and 2006, and for the Years Ended December 31, 2007, 2006, and 2005, and Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
Jacobs Entertainment, Inc.
Golden, Colorado

We have audited the accompanying consolidated balance sheets of Jacobs Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2007. 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, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Denver, Colorado

March 25, 2008

F-1

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2007 AND 2006

(Dollars in thousands)

	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	24,397		$	24,295
Restricted cash	1,398			951
Accounts receivable, net of allowance for doubtful accounts of $521 and $263, respectively	3,609			4,746
Due from affiliate				1,491
Inventory	3,328			2,720
Prepaid expenses and other current assets	2,810			2,862
Total current assets	35,542			37,065
PROPERTY, PLANT AND EQUIPMENT:
Land and improvements	56,145			55,972
Buildings and improvements	177,716			163,883
Equipment, furniture and fixtures	80,999			61,445
Leasehold improvements	2,460			2,426
Construction in progress	837			10,269
	318,157			293,995
Less accumulated depreciation	(69,598		)	(55,262		)
Property, plant and equipment, net	248,559			238,733
OTHER NONCURRENT ASSETS:
Goodwill	46,670			44,016
Identifiable intangible assets, net	9,491			9,653
Debt issue costs, net	8,276			9,444
Investment in equity securities	5,524			9,942
Other assets	1,736			1,856
Total other noncurrent assets	71,697			74,911
TOTAL	$	355,798		$	350,709
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	22,713		$	23,335
Gaming taxes payable	3,279			3,205
Interest payable	1,027			1,368
Distributions payable				1,000
Due to affiliate	435
Current portion of long-term debt and capital lease obligations	1,301			1,618
Total current liabilities	28,755			30,526
Long-term debt and capital lease obligations	298,045			284,467
Other noncurrent liabilities	690			473
Total liabilities	327,490			315,466
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDER’S EQUITY:
Class A Common stock, $.01 par value; 1,800 shares authorized, 1,320 shares issued and outstanding as of December 31, 2007 and 2006	—			—
Class B Common stock, $.01 par value; 200 shares authorized, 180 shares issued and outstanding as of December 31, 2007 and 2006	—			—
Additional paid-in capital	31,917			35,426
Accumulated deficit	(1,190		)	(2,182		)
Accumulated other comprehensive (loss) income	(2,419		)	1,999
Total stockholder’s equity	28,308			35,243
TOTAL	$	355,798		$	350,709

See notes to consolidated financial statements.

F-2

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Dollars in thousands)

	2007			2006			2005
REVENUES
Gaming:
Casino	$	144,656		$	121,483		$	115,607
Truck stop	64,322			66,418			44,760
Pari-mutuel	41,309			39,787			35,988
Food and beverage	29,260			25,069			20,400
Convenience store—fuel	81,329			77,520			47,511
Convenience store—other	11,133			10,611			6,139
Hotel	4,415			3,509			1,982
Other	5,357			4,419			3,695
Total revenues	381,781			348,816			276,082
Less: Promotional allowances	(31,953		)	(26,438		)	(23,835		)
Net revenues	349,828			322,378			252,247
COSTS AND EXPENSES
Gaming:
Casino	48,427			43,567			41,804
Truck stop	37,954			37,621			24,396
Pari-mutuel	32,977			32,559			31,356
Food and beverage	16,416			13,704			10,472
Convenience store—fuel	77,269			73,389			44,436
Convenience store—other	15,175			14,283			8,597
Hotel	1,115			734			355
Marketing, general and administrative	69,362			60,778			48,279
Abandonment costs							1,424
Termination of contract							10,367
Depreciation and amortization	18,101			14,102			11,576
Total costs and expenses	316,796			290,737			233,062
OPERATING INCOME	33,032			31,641			19,185
Interest income	345			382			178
Interest expense, net of amounts capitalized	(28,412		)	(32,653		)	(22,838		)
Pre-payment penalties, tender and consent costs				(9,321		)
INCOME (LOSS) BEFORE INCOME TAXES	4,965			(9,951		)	(3,475		)
Income tax benefit (expense)				103			(423		)
NET INCOME (LOSS)	$	4,965		$	(9,848	)	$	(3,898	)

See notes to consolidated financial statements.

F-3

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Dollars in thousands)

									Retained			Accumulated
	Common Stock					Additional			Earnings			Other
			Class A	Class B		Paid-in			(Accumulated			Comprehensive
	Shares		Shares	Shares	Amount*	Capital			Deficit)			Income (Loss)			Total
BALANCES,  JANUARY 1, 2005	1,500				$	$	33,823		$	40,565					$	74,388
Capital contribution						23,031									23,031
Distributions									(22,500		)				(22,500		)
Common stock exchange	(1,500	)	1,320	180
Net loss									(3,898		)				(3,898		)
BALANCES, DECEMBER 31, 2005			1,320	180	$	$	56,854		$	14,167					$	71,021
Capital contribution						6,276									6,276
Distributions						(27,704		)	(6,501		)				(34,205		)
Comprehensive income (loss):
Net change in fair value of equity securities available-for-sale												$	1,999		1,999
Net loss									(9,848		)				(9,848		)
Total comprehensive loss															(7,849		)
BALANCES, DECEMBER 31, 2006			1,320	180	$	$	35,426		$	(2,182	)	$	1,999		$	35,243
Capital contribution						8,910									8,910
Distributions						(12,419		)	(3,973		)				(16,392		)
Comprehensive income (loss):
Net change in fair value of equity securities available-for-sale												(4,418		)	(4,418		)
Net income									4,965						4,965
Total comprehensive income															547
BALANCES, DECEMBER 31, 2007			1,320	180	$	$	31,917		$	(1,190	)	$	(2,419	)	$	28,308

*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-4

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005

(Dollars in thousands)

	2007			2006			2005
OPERATING ACTIVITIES:
Net income (loss)	$	4,965		$	(9,848	)	$	(3,898	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	18,101			14,102			11,576
(Gain)/Loss on sale of equipment	(115		)	201			89
Deferred financing cost amortization and write-off	1,510			7,508			2,076
Note issue discount amortization and write-off				2,189			708
Note issue premium amortization and write-off				(1,811		)	(489		)
Noncash charge related to termination of contract							3,000
Noncash abandonment costs							1,424
Other	55			385
Changes in operating assets and liabilities, net of acquisitions:
Restricted cash	(447		)	564			400
Accounts receivable	1,137			(1,737		)	(1,149		)
Inventory	(608		)	(250		)	(315		)
Prepaid expenses and other assets	172			(233		)	(1,112		)
Accounts payable and accrued expenses	2,583			2,909			2,258
Gaming taxes payable	74			39			309
Interest payable	(271		)	(6,817		)	1,225
Due from/to affiliate	1,926			(2,589		)	(1,149		)
Net cash provided by operating activities	29,082			4,612			14,953
INVESTING ACTIVITIES:
Additions to property, plant and equipment	(28,296		)	(24,357		)	(19,119		)
Proceeds from sale of equipment	280			72			159
Purchase of device rights	(1,002		)	(868		)	(732		)
Purchase of available-for-sale securities				(7,943		)
Acquisitions, net of cash acquired:
Casino				(14,702		)
Truck stops	(4,234		)	(6,250		)	(23,291		)
Net cash used in investing activities	(33,252		)	(54,048		)	(42,983		)
FINANCING ACTIVITIES:
Proceeds from note issuance				210,000			25,300
Payments to obtain financing	(342		)	(10,415		)	(3,414		)
Proceeds from long-term debt				60,000			10,438
Proceeds from revolving line of credit	38,500			26,461			17,821
Capital contributions from stockholders				591			16,701
Payments on long-term debt (including $19,489 paid to related parties in 2006)	(1,494		)	(172,480		)	(1,269		)
Payments on revolving line of credit	(15,000		)	(31,051		)	(13,231		)
Distributions to stockholders	(17,392		)	(33,205		)	(22,500		)
Net cash provided by financing activities	4,272			49,901			29,846
NET INCREASE IN CASH AND CASH EQUIVALENTS	102			465			1,816
CASH AND CASH EQUIVALENTS—Beginning of year	24,295			23,830			22,014
CASH AND CASH EQUIVALENTS—End of year	$	24,397		$	24,295		$	23,830
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest (including $768 paid to related parties in 2006), net of amounts capitalized	$	27,613		$	31,085		$	19,231
Non-cash investing and financing activities:
Capital contribution exchanged for retirement of note paid by affiliate	$	8,910		$	5,685		$	6,330
Acquisition of property for payables incurred	$	2,386		$	5,374		$	800
Acquisition of property under capital lease agreements	$	40		$	287		$	3,288
Distributions payable	$			$	1,000		$
Notes payable incurred on termination of contract	$			$			$	3,000

See notes to consolidated financial statements.

F-5

JACOBS ENTERTAINMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006, AND FOR THE
YEARS ENDED DECEMBER 31, 2007, 2006, AND 2005
(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.  Effective January 31, 2007, we became a wholly-owned subsidiary of Jacobs Investments, Inc. (“JII”), which in turn is 50% owned by Jeffrey P. Jacobs, our Chief Executive Officer, and two of his family trusts, and 50% owned by a revocable trust and an irrevocable trust established by Richard E. Jacobs.  These persons and their affiliates are referred to herein as “Jacobs.”  As of December 31, 2007, we own and operate five casinos through wholly-owned subsidiaries.  Our casinos include The Lodge Casino at Black Hawk (“The Lodge”) and the Gilpin Hotel Casino (“Gilpin”), both in Black Hawk, Colorado, the Gold Dust West Casino (“Gold Dust West-Reno”) in Reno, Nevada and the Gold Dust West-Carson City (formerly Piñon Plaza Resort) in Carson City, Nevada, which we acquired on June 25, 2006.  Additionally, we developed a new casino in Elko, Nevada (“Gold Dust West-Elko”), which opened on March 5, 2007.  JEI also owns and operates 18 truck plaza video gaming facilities in Louisiana, 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; on June 16, 2006, we acquired three additional truck plaza video gaming facilities, land and equipment in Louisiana; and on September 4, 2007, we acquired one additional truck plaza video gaming facility in Louisiana, all of which were previously owned by Jacobs.  The purchases of these truck plaza video gaming facilities were accounted for as combinations of entities under common control, which is similar to the pooling of interests method of accounting for business combinations.  The Company’s 2006 and 2005 financial statements were previously adjusted to include the operations of the first six truck plaza acquisitions from January 1, 2005 to their respective acquisition dates.  The accompanying consolidated financial statements have been retroactively adjusted from December 22, 2005 (the date the truck stop was initially acquired by Jacobs from a third party) through September 4, 2007 to include the operations of the truck plaza acquired in 2007 as though JEI had acquired it directly from the third party on December 22, 2005.  See Note 4 below.

2.SIGNIFICANT ACCOUNTING POLICIES

Consolidation—The accompanying consolidated financial statements include the accounts of JEI and its wholly-owned subsidiaries.  All intercompany transactions and balances have been eliminated in consolidation.

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.

Accounts Receivable—Our accounts receivable balances primarily consist of receivables from convenience store fuel sales on account.  Generally, our receivables are collected within two months, and we have had minimal bad debts.  We routinely assess the recoverability of all material receivables to determine their collectibility.

F-6

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, 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 third party acquisitions.  See Notes 3 and 4.

Identifiable Intangible Assets—Identifiable intangible assets are comprised of revenue rights, device use rights associated with video poker machines used at each truck stop, and restriction agreements associated with certain Jalou truck stop acquisitions.  Revenue rights are amortized on a straight line basis over 50 years, representing the initial term of the related agreement.  Device use rights are amortized on a straight line basis over five years, representing the initial terms of the related agreements.  Restriction agreements are amortized on a straight line basis over five or ten years, representing the initial terms of the related agreements.

Capitalized Interest—Interest costs associated with major construction projects are capitalized.  When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted average cost of borrowing.  Capitalization of interest ceases when the project or discernible portions of the project are substantially complete.  We amortize capitalized interest over the estimated useful life of the related asset.  Capitalized interest for the years ended December 31, 2007, 2006 and 2005 was $159, $154 and $106, respectively.

Debt Issue Costs—Debt issue costs that are incurred by us in connection with the issuance of debt are capitalized and amortized to interest expense, using the effective interest method, over the expected terms of the related debt agreements.

Investments in Equity Securities—Investments in available-for-sale equity securities are recorded at fair value and included in other noncurrent assets, with unrealized gains and losses recognized as accumulated other comprehensive income (loss).

Slot Club Liability—Our 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 our casinos to earn “points.”  Based on their point totals, members receive various cash rewards and gift prizes.  We accrue 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, we have 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.

F-7

Revenue—Casino—Casino revenues are the net winnings from gaming activities, which is the difference between gaming wins and losses.

Revenue—Truck Stop—Video poker revenue is the net winnings from gaming activities of our truck stops, which is the difference between gaming wins and losses.

Revenue—Pari-Mutuel—Pari-mutuel revenue includes our share of pari-mutuel wagering on live races after payments of amounts returned on winning wagers, and our share of wagering from import and export simulcasting at our racing centers.

Revenue—Food and Beverage—We recognize food and beverage revenue at the time that goods or services are rendered.

Revenue—Convenience Store—Fuel and Other—We recognize revenue at the time of sale for fuel and convenience-store items.

Revenue—Hotel—We recognize hotel revenue at the time rooms are provided to customers.

Revenue—Other—Other revenue consists of ATM commissions, cash advance commissions, miscellaneous vending commissions, rental income, 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, and other goods and services provided gratuitously to customers.  When computing net revenues, the retail amount of rooms, food and beverages and coupons, 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.  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.  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.  The estimated cost of complimentary services charged to casino operations, truck stop operations and convenience store operations, respectively, are as follows:

	Years Ended December 31
	2007		2006		2005
Casino operations	$	11,012	$	10,445	$	9,811
Truck stop operations	2,005		1,738		1,142
Convenience store operations	599		507		364

Comprehensive Income (Loss)—The Company accounts for comprehensive income (loss) in accordance with SFAS No. 130, Reporting Comprehensive Income, which established standards for the reporting and presentation of comprehensive income in the consolidated financial statements.  We present comprehensive income (loss) in our consolidated statements of stockholder’s equity.

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 stockholder.  See Note 15 for information relating to income tax benefit (expense) for the years ended December 31, 2006 and 2005.

Long-Lived Assets—We periodically evaluate 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, 2007 and 2006, we determined that there was no impairment of our long-lived assets other than those discussed in Note 13.

F-8

Operating Segments—We have 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 17.

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 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 such policies.  All of our subsidiary companies operate in a highly regulated industry.  Our 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.  We estimate 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, we believe 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 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.

New Accounting Pronouncements—In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“SFAS 157”).  SFAS 157 establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurements, and requires new disclosures of assets and liabilities measured at fair value based on their level in the hierarchy. SFAS 157 is effective for us on January 1, 2008. We do not expect that the adoption of SFAS 157 will have a material impact on our consolidated results of operations, cash flows or financial position, but it will require additional disclosures.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FAS 115 (“SFAS 159”), which allows entities to choose at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings.  SFAS 159 also establishes presentation disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.  SFAS 159 is effective for us on January 1, 2008. We have not assessed the impact of SFAS 159 on our consolidated results of operations, cash flows or financial position.

In December 2007, the FASB issued Statement No. 141R, Business Combinations (“SFAS 141(R)”).  SFAS 141(R) establishes principles and requirements for how an acquirer in a business combination: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase option; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141(R) is effective for all fiscal years beginning on or after December 15, 2008 and is to be applied prospectively.  Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing accounting pronouncements until January 1, 2009. The Company expects

F-9

SFAS 141(R) will have an impact on our consolidated results of operations, cash flows and financial position when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate after the effective date.

3.GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

We test goodwill for impairment as of September 30^th each year or when circumstances indicate it is necessary.  Testing compares the estimated fair values of our reporting units to the reporting units’ carrying value.  We consider a variety of factors when estimating the fair value of our reporting units, including estimates about the future operating results of each reporting unit, multiples of EBITDA, investment banker market analyses, and recent sales of comparable business units if such information is available to us.  A variety of estimates and judgments about the relevance and comparability of these factors to the reporting units are made.  As of September 30, 2007, we believe the goodwill held in our reporting units is not impaired.  In addition, we have reassessed the useful lives of our 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, 2007 and 2006 are as follows:

	2007		2006
Balance as of beginning of year	$	44,016	$	40,458
Goodwill acquired during year	2,654		3,558
Balance as of end of year	$	46,670	$	44,016

Acquired intangible assets as of December 31, 2007 and 2006, consist of the following:

	Weighted	2007						2006
	Average	Gross				Net		Gross				Net
	Remaining	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Life	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortizable intangible assets:
Revenue rights	44.00	$	6,000	$	720	$	5,280	$	6,000	$	600	$	5,400
Device use rights	2.79	7,982		4,638		3,344		6,982		3,764		3,218
Noncompete agreements	3.77	1,779		912		867		1,660		625		1,035
Total		$	15,761	$	6,270	$	9,491	$	14,642	$	4,989	$	9,653

Aggregate amortization expense of identifiable intangible assets was $1,281, $1,680, and $1,025 for the years ended December 31, 2007, 2006 and 2005, respectively.

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Estimated amortization expense for the years ending December 31 (in thousands):

2008	$	1,385
2009	1,342
2010	1,121
2011	540
2012	377
Thereafter	4,726
Total	$	9,491

4.RECENT ACQUISITION ACTIVITY

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, with $23,000 proceeds from a financing occurring on the same date, we acquired from Jacobs, three truck plaza video gaming facilities in Louisiana known as Breaux Bridge, Eunice and Jefferson Parish for $22,500.  The acquisitions of the three truck plaza facilities were accounted for as a combination of entities under common control, and as such are reflected for accounting and financial reporting purposes similar to a pooling of interests.  Therefore, the acquisitions have been recorded at Jacobs’ historical cost basis in the assets transferred.

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 $12,379 (the $22,500 distribution reduced by the $10,121 of net assets acquired) results from the transactions.

The following table summarizes the net assets acquired and liabilities assumed as of March 2, 2005, for the transactions occurring on that date:

	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 assumed	217		184		22		423
Noncurrent liabilities assumed					94		94
Total liabilities assumed	217		184		116		517
Net assets acquired	$	3,751	$	2,911	$	3,459	$	10,121

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.

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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 had the exclusive right to purchase the property for $13,000.  The option had 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 provided for an initial option fee of $500.  On September 12, 2006, we chose not to extend the option period largely because the perceived economic benefits to us did not justify the purchase price in light of significant additional unanticipated development costs.

On December 16, 2005, we acquired from an unaffiliated party Fuel Stop 36 in Lake Charles, Louisiana (“Fuel Stop 36”) for $5,900 plus acquisition costs of $178, and on December 20, 2005, we acquired from an unaffiliated party Larose Truck Plaza in Lockport, Louisiana (“Larose”) for $6,000 plus acquisition costs of $248.  Under the purchase method of accounting, the total purchase price is allocated to Fuel Stop 36’s and Larose’s net tangible and intangible assets and liabilities based on their estimated fair value as of the acquisition date.  Fair values for property and equipment were based upon a valuation performed.  Goodwill resulting from the Fuel Stop 36 and Larose transactions is attributable to anticipated future cash flows associated with the acquired entities.

The following table summarizes the assets acquired and the liabilities assumed and recorded as of the acquisition dates:

	Fuel Stop 36		Larose		Total
Current assets	$	176	$	122	$	298
Property and equipment	2,748		2,729		5,477
Goodwill	2,876		3,342		6,218
Identifiable intangible assets	278		71		349
Total assets acquired	6,078		6,264		12,342
Total liabilities assumed			16		16
Net assets acquired	$	6,078	$	6,248	$	12,326

On June 16, 2006, with the proceeds of the refinancing occurring on the same date (see Note 5), we acquired from Jacobs, three truck plaza video gaming facilities for $14,380 and raw land and equipment for $620 to possibly develop a fourth truck plaza video gaming facility.  Two of the three truck plaza video gaming facilities acquired, Jalou Diamond and Jalou of St. Martin are located in Broussard, Louisiana, and the third facility, Jalou Magic, is located in Vinton, Louisiana.  The land and equipment on which we may develop a fourth truck plaza video gaming and/or hotel facility is also located in Vinton, Louisiana.  The acquisitions of the three truck plaza facilities, the raw land and equipment were accounted for as a combination of entities under common control, and as such are reflected for accounting and financial reporting purposes similar to a pooling of interests.  Therefore, the acquisitions have been recorded at Jacobs’ historical cost basis in the assets transferred.

A distribution of $14,380 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 $6,987 (the $14,380 distribution reduced by the $7,393 of net assets acquired) results from the transactions.

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The following table summarizes the net assets acquired and liabilities assumed as of June 16, 2006, for the transactions occurring on that date:

	St. Martin		Diamond		Magic		Total
Current assets	$	1,056	$	772	$	641	$	2,469
Property and equipment, net	1,622		1,113		1,688		4,423
Goodwill			628				628
Other assets	86		74		59		219
Identifiable intangible assets	195		127		83		405
Total assets acquired	2,959		2,714		2,471		8,144
Current liabilities assumed	191		384		176		751
Net assets acquired	$	2,768	$	2,330	$	2,295	$	7,393

On June 21, 2006, we acquired from an unaffiliated party the Texas Pelican Truck Plaza (“Vinton”), in Vinton, Louisiana for $2,169, plus acquisition costs of $397.  Additionally, we entered into a lease covering the land, building, furniture, fixtures and equipment used by Vinton in the operation of its video gaming facility, the convenience store, and the food and beverage outlet.  The lease has a five year term with two five year extensions at the option of JEI.  Rentals under the lease are $480 per year for years one through five, $540 per year for years six through ten, and $600 per year for years eleven through fifteen.  JEI has the right to purchase the leased property for $5,000 during the first five year term reduced by a $100 option payment credit, and an $8 credit for each month in which rent has been paid with a maximum credit of $450 irrespective of the number of months paid.  After the first term and through all remaining terms, JEI has the right to purchase the leased property for $5,000.

Under the purchase method of accounting, the total purchase price is allocated to Vinton’s tangible and intangible assets and liabilities based on their estimated fair value as of the acquisition date.  A valuation was completed to determine the fair values for property and equipment acquired.  Goodwill resulting from the Vinton transaction is attributable to anticipated future cash flows associated with the acquired entity. The following table summarizes the allocation of the purchase price to net assets acquired and liabilities assumed as of June 21, 2006, for the purchase of Vinton:

	Vinton
Property and equipment	$	255
Goodwill	2,277
Identifiable intangible assets	305
Total assets acquired	2,837
Current liabilities	61
Long-term liabilities	210
Total liabilities assumed	271
Net assets acquired	$	2,566

On June 25, 2006, we acquired the assets of the Piñon Plaza Resort (“Piñon Plaza”), a division of Capital City Entertainment, Inc. (“CCI”), an unaffiliated party.  In January 2007 we rebranded Piñon Plaza to Gold Dust West-Carson City. Under the purchase method of accounting, the total purchase price is allocated to Gold Dust West-Carson City’s tangible and intangible assets and liabilities based on their estimated fair value as of the acquisition date.  A valuation was completed to determine the fair values for property and equipment

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acquired.  Goodwill resulting from the Gold Dust West-Carson City transaction is attributable to anticipated future cash flows associated with the acquired entity.

The assets purchased included all of the personal property, buildings and improvements used by Gold Dust West-Carson City in the operation of its casino, hotel, bowling alley and RV Park in Carson City, Nevada.  The purchase price for the assets was $14,500 plus $519 for cash on hand at closing and acquisition costs of $224.  Additionally, we entered into a triple net ground lease covering land underlying the assets which began at the closing date of the asset purchase.  The lessor is a family trust affiliated with CCI.  The operating 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.

The following table summarizes the allocation of the purchase price to net assets acquired and liabilities assumed as of June 25, 2006, for the purchase of Gold Dust West-Carson City:

	Gold Dust West- Carson City
Current assets	$	679
Property and equipment	14,500
Goodwill	199
Total assets acquired	15,378
Current liabilities assumed	135
Net assets acquired	$	15,243

On July 12, 2006, we acquired from an unaffiliated party the St. Helena Truck Plaza in Amite, Louisiana (“St. Helena”) which includes a truck plaza, convenience store, casino and food and beverage outlet operation for $3,094, plus $200 for cash on hand at closing, $90 for inventory and acquisition costs of $72.

Under the purchase method of accounting, the total purchase price is allocated to St. Helena’s tangible and intangible assets and liabilities based on their estimated fair value as of the acquisition date.  A valuation was completed to determine the fair values for property and equipment acquired.  Goodwill resulting from the St. Helena transaction is attributable to anticipated future cash flows associated with the acquired entity. The following table summarizes the allocation of the purchase price to net assets acquired and liabilities assumed as of July 12, 2006, for the purchase of St. Helena:

	St. Helena
Current assets	$	290
Property and equipment	2,330
Goodwill	444
Identifiable intangible assets	395
Total assets acquired	3,459
Current liabilities	3
Net assets acquired	$	3,456

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On October 4, 2006, we entered into an asset purchase agreement with an unaffiliated party to acquire the Silver Dollar truck plaza in Shreveport, Louisiana (“Silver Dollar”), which was under construction.  On January 15, 2007, we agreed with the seller to operate the business and simultaneously assume the terms of its land lease.  The land lease has an initial term of ten-years, which began July 1, 2005, with seven five-year extensions at the option of JEI.  Rentals under the lease increase throughout the initial term from $72 per year to $196 per year.  Rentals under the extension periods increase from $196 per year to $262 per year.  JEI has the right of first refusal to purchase the leased land should the lessor receive a bona-fide, arm’s length, good faith offer to purchase any or all of the real property and improvements from a third party.

On February 9, 2007, we began operating the convenience store and fuel operations and on March 29, 2007, we acquired Silver Dollar for $4,000 plus acquisition costs of $197.  Additionally, the purchase agreement includes an “earn-out payment” (additional purchase price) to be determined and paid 19 calendar months after the video poker devices are legally operating at Silver Dollar.  The earn-out payment is based on 5.0 times annualized EBITDA of the truck stop, less the initial $4,000 purchase price paid, up to a maximum of $1,500 additional purchase price.

On September 18, 2007, Silver Dollar received approval from Louisiana gaming regulators to offer up to 50 video poker devices, and on September 28, 2007, we began operating 40 video poker devices.

The following table summarizes the preliminary allocation of the purchase price to net assets acquired as of March 29, 2007, for the purchase of Silver Dollar:

	Silver Dollar
Property and equipment	$	1,459
Goodwill	2,638
Identifiable intangible assets	100
Total assets acquired	$	4,197

Goodwill resulting from the Silver Dollar transaction is attributable to anticipated future cash flows associated with the acquired entity.  Any change in the fair value of the net assets of Silver Dollar during the purchase price allocation period (generally within one year of the acquisition date) will change the amount of the purchase price allocated to goodwill. The final allocation of the purchase price and its effect on the results of operations may differ significantly from the proforma operating results included herein.

On September 4, 2007, with funds available on the revolving credit facility described above, we acquired from Jacobs, the Silver Fox truck plaza video gaming facility for $13,794.  Silver Fox is located in Denham Springs, Louisiana.  The acquisition of the truck plaza facility 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 acquisition has been recorded at Jacobs’ historical cost basis in the assets transferred.  Accordingly, the accompanying consolidated financial statements have been retroactively adjusted from December 22, 2005 (the date the truck stop was initially acquired by Jacobs from a third party) through September 4, 2007 to include the operations of the acquired truck plaza as though JEI had acquired it directly from the third party on December 22, 2005.

At December 31, 2006, Silver Fox’s debt outstanding totaled $9,021 and has been included in the restated consolidated balance sheet.  On September 4, 2007, with proceeds from the sale of Silver Fox, Jacobs repaid the outstanding principal and interest of $8,910.  The debt was not assumed by JEI and is reflected as a capital contribution in the statement of stockholder’s equity.

A distribution of $13,794 was recorded on the acquisition date as the assets of the entity acquired have been retroactively accounted for in JEI’s financial statements.  Therefore a net distribution of $2,339 (the $13,794 distribution reduced by the $11,455 of net assets acquired) results from the transaction.

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The following table summarizes the net assets acquired and liabilities assumed as of September 4, 2007, for the transaction occurring on that date:

	Silver Fox
Current assets	$	609
Property and equipment, net	2,743
Goodwill	7,342
Other assets	4
Identifiable intangible assets	1,004
Total assets acquired	11,702
Current liabilities assumed	247
Net assets acquired	$	11,455

Assuming the acquisitions of Fuel Stop 36, Larose, Vinton, Gold Dust West-Carson City, St. Helena and Silver Dollar had occurred as of January 1, 2005, combined unaudited proforma net revenues, costs and expenses, and net income (loss) would have been as follows:

	2007		2006			2005
Net revenues	$	349,828	$	334,389		$	292,179
Costs and expenses	344,863		344,668			294,074
Net income (loss)	$	4,965	$	(10,279	)	$	(1,895	)

There are no proforma effects from the Silver Dollar acquisition that occurred on March 29, 2007 since it was a newly constructed truck stop.

The proforma 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.

5.LONG-TERM DEBT

Long-term debt and capital lease obligations as of December 31, 2007 and 2006 consist of the following:

	2007			2006
9¾% Senior Unsecured Notes due 2014	$	210,000		$	210,000
Senior Secured Term Loan Facility due 2012	39,400			39,800
Senior Secured Delayed Draw Term Loan Facility due 2012	19,750			20,000
Senior Secured Revolving Credit Facility expiring 2011	23,500
Black Hawk Bonds Payable due 2011	2,484			3,022
Other Notes Payable — Colonial	40			87
Other Notes Payable — Jalou				9,021
Capital Leases	4,172			4,155
Total indebtedness	299,346			286,085
Less current indebtedness	(1,301		)	(1,618		)
Total long-term indebtedness	$	298,045		$	284,467

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9¾% Senior Unsecured Notes due 2014 and Senior Secured Credit Facility

On June 16, 2006, we completed the issuance of senior unsecured notes in the amount of $210,000 bearing interest at 9¾% due June 15, 2014 with interest only payments due each June 15 and December 15, beginning on December 15, 2006.  In conjunction with the closing of these notes, we entered into a new $100,000 senior secured credit facility consisting of: (i) a $40,000 five-year revolving credit facility; (ii) a $40,000 six-year term loan facility; and (iii) a $20,000 six-year delayed draw term loan.  Borrowings under our senior secured credit facility bear 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) the prime rate, as defined, and (2) the federal funds rate plus ½ of 1% or (b) a LIBOR rate for the interest period relevant to such borrowing adjusted for certain costs.  At December 31, 2007, the blended interest rate on our senior secured credit facility was approximately 7.56%. As of December 31, 2007, $16,500 was available on the revolving credit facility.  Proceeds from the senior unsecured notes and the term loan were used to (i) pay off $148,000 aggregate principal amount of our outstanding 11⁷/₈% senior secured notes due 2009, along with accrued and unpaid interest of $6,652 and to pay related tender and consent costs of $9,321, (ii) acquire the assets of Piñon Plaza (renamed Gold Dust West-Carson City) in Carson City, Nevada for a purchase price of $15,243 including acquisition costs (see Note 4), (iii) acquire three truck plazas and raw land in Louisiana from an affiliated party for $14,380 and $620, respectively (see Note 4), (iv) acquire two additional truck plazas for a purchase price of $2,566 and $3,456 including acquisition costs (see Note 4), (v) pay a distribution to our stockholders in connection with December 2005 truck plaza acquisitions of $8,825, (vi) pay a distribution to our stockholders of $10,000, (vii) refinance approximately $26,568 aggregate principal amount of existing indebtedness (including $19,489 of subordinated debt held by our stockholders), along with $840 accrued and unpaid interest, and (viii) pay related fees and expenses associated with the issuance of approximately $9,688.  Excess uses over the initial borrowings were paid from our cash.  The unsecured portion of our debt is in the form of $210,000 of 9¾% unsecured senior notes that 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.  The notes are guaranteed by our current and future restricted subsidiaries that also guarantee our senior secured credit facility.  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 Exchange Act of 1934, as amended.

We filed a registration statement (the “Exchange Offer Registration Statement”) with the Securities and Exchange Commission (“SEC”) with respect to the offer to exchange (the “Exchange Offer”) our privately placed senior unsecured notes for identical registered notes.  The Exchange Offer Registration Statement was declared effective by the SEC on October 3, 2006.  The Exchange Offer was concluded on November 21, 2006.

There are many restrictions and covenants placed upon us under both our secured and unsecured indebtedness. For example, among other things, we are required to maintain certain operating performance ratios, our covenants impose various restrictions on us as to the timing of redemptions of our notes, there are various change of control covenants, and there are many other restrictive and operational limitations on us that would be difficult or impossible for us to change. The occurrence of any one of these events and/or covenant violations to our debt agreements 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.  We entered into an amendment to our credit agreement which revised certain debt covenant ratios and became effective May 4, 2007.  Essentially, the amendment increased the maximum permitted total leverage ratio, increased the maximum permitted senior secured leverage ratio, decreased the minimum interest coverage ratio and adjusted the test periods. At December 31, 2007, we are in compliance with the revised financial covenants.

Black Hawk Bonds Payable due 2011

The Black Hawk bonds payable were issued in two series with interest payments varying between 6.25% and 6.50%.  Principal and interest payments totaling $368 are due semi-annually beginning in June 2000 and continuing until December 2011.  These bonds are secured by infrastructure improvements made by The Lodge.

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Other Notes Payable — Colonial

·A 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, is secured by the equipment purchased with the note.

Other Notes Payable — Jalou

·A note payable was issued to Cameron State Bank, maturing December 2009, bearing interest at a fixed rate of 8.11%. During 2006, monthly payments were interest only.  From January 2007 to November 2009, monthly principal and interest payments total $66, with remaining principal and interest due at maturity.  The note was secured by substantially all of Silver Fox’s assets and was paid in full in 2007.

·A note payable was issued to the seller of Silver Fox, maturing June 2009, bearing interest at a fixed rate of 7%, with quarterly interest only payments totaling $44, with a final payment for all unpaid principal and interest due at maturity.  The note was paid in full in 2007.

Capital Leases

Gold Dust West-Elko has a 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 times for five year intervals, 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 16.9%.  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.

Colonial has a 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 11.8%.  Each lease renewal if elected will result in an increase in monthly payments by 10% over the previous lease term.

Colonial has a 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 10.3%.  Each lease renewal if elected will result in an increase in annual payments by $8 over the lease term.

Colonial has a capital lease with interest and principal payments of $6 per month until October 2010, then interest and principal payments of $7 per month until October 2015, with three renewal periods of five years each with monthly payments starting at $8 per month increasing to $11 per month.  The effective interest rate is 10.5% per annum.

Jalou has a capital lease with interest and principal payments of $5 per month until May 2011, with two renewal periods of five years each with monthly payments starting at $6 per month increasing to $7 per month.  The effective interest rate is 9.75% per annum.

Finally, the Company has two capital leases for autos with combined interest and principal payments of $1 per month until May 2011.  The effective interest rates are approximately 6% per annum on each lease.

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Scheduled maturities of long-term debt as of December 31, 2007, are as follows:

2008	$	1,301
2009	1,313
2010	2,081
2011	24,835
2012	56,808
Thereafter	213,008
Total	$	299,346

6.INVESTMENT IN EQUITY SECURITIES

During 2006, we acquired approximately three percent of the outstanding shares of a publicly-traded gaming company. Our two directors also invested in the company as well as other entities affiliated with our two directors, increasing the combined ownership to approximately 13% of its outstanding common shares. Our investment is accounted for as available-for-sale equity securities and has been recorded at fair value and included in other noncurrent assets, with unrealized gains and losses recognized as accumulated other comprehensive income (loss).  As of December 31, 2007, the fair value of our investment in this company is $5,524 and unrealized losses included in accumulated other comprehensive loss total $2,419.  This decline in fair value, which is less than 12 months in duration, is deemed to be temporary due to stock price volatility.  As of December 31, 2006, the fair value was $9,942 and unrealized gains included in accumulated other comprehensive income totaled $1,999.

7.ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of estimated fair value of our financial instruments has been determined 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 we 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 our financial instruments is as follows:

	2007				2006
			Estimated				Estimated
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Liabilities—Debt and capital lease obligations	$	299,346	$	285,965	$	286,085	$	290,077

The estimation methodologies utilized 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 unsecured notes issued in 2006 is based upon quoted market rates.  The fair 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 our other financial instruments, such as cash and cash equivalents, accounts receivable and accounts payable, have been determined to approximate carrying value based on the short-term nature of those financial instruments.  The estimated fair value of our investment in equity securities (see Note 6) is based upon quoted market prices.

F-19

8.RELATED-PARTY TRANSACTIONS

In order to assist us in our efforts to research, develop, perform due diligence on and possibly acquire new gaming opportunities, we 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. (“JIMCO”), 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.  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.  On June 16, 2006, the agreement was amended and restated retroactive to January 1, 2006 for a period of 20 years, at $1,250 per year payable in two equal installments of $625 on January 1^st and July 1^st each year plus two and one-half percent (2.5%) of budgeted development costs for projects undertaken by us, if certain debt covenant ratios are met.  Total incurred under this agreement with JIMCO was $1,609, $1,513 and $450 for the years ended December 31, 2007, 2006 and 2005, respectively.

We provide monthly management and accounting services for various truck stops owned by Jacobs.  Total charges for these management services totaled $1,035, $302 and $64 for the years ended December 31, 2007, 2006 and 2005, respectively.  Additionally, we provide shared services such as a branded fuel card that can be used at the truck stops owned both by us and Jacobs, and repair parts purchased by Jacobs from us.  These transactions result in receivables from and payables to our affiliate.  As of December 31, 2007, these transactions resulted in net payables to affiliate totaling $435, and as of December 31, 2006, these transactions resulted in net receivables from affiliate totaling $1,491.

We have acquired from affiliated parties 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 properties, 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 per year. The option agreements give us the right during the next two and one-half 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.

Although we may elect not to exercise all 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 is not legalized but we decide to exercise our options, the aggregate purchase price would be approximately $6,200 for two parcels and the aggregate annual lease payments on four parcels would be approximately $450. The purchase price and rent payments would be increased if, in the future, casino gaming were to become legalized in Ohio and a casino is licensed at Nautica. During March 2008, the Company exercised its option to acquire one of these parcels.  We intend to close on this property prior to the end of March 2008.  The company that owns this parcel of land is wholly owned by our Chairman and Chief Executive Officer.

9.COMMITMENTS AND CONTINGENCIES

Commitments

Colonial has entered into an agreement with a totalisator company which provides wagering services and designs, programs, and manufactures totalisator systems for our 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 to 2012, and to provide replacement equipment for existing equipment, at a rate of .385% of handle up to $270,000 in handle.  Handle above $270,000 will be charged a rate of .345%.  The agreement also provides for a minimum charge per calendar year of $210.  In addition, Colonial had agreements with a company which provides broadcasting and simulcasting equipment and services.  The agreements for live racing broadcasting and simulcasting services at the horse racing track, and equipment leases at two of the off track wagering facilities expired December 31, 2007.  We purchased the leased equipment at the two off track wagering facilities and extended the agreement for live race broadcasting and simulcasting services for one year through December 31, 2008.  Total expense incurred for totalisator and broadcasting and simulcasting equipment was $1,145, $1,146, and $1,094 for the years ended December 31, 2007, 2006, and 2005, respectively.

The Interstate Horse Racing Act 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.  We have entered into an agreement with the VaHBPA that expires December 31, 2008.  The agreement is pending the approval of the Virginia Racing Commission, which is expected to act at its next meeting on April 16, 2008, and our current agreement with the VaHBPA extends through such date.  Our agreement with the VHHA expires December 31, 2008. In the event our VaHBPA agreement is not approved or extended or we cannot continue to 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 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.

F-20

The Company’s operating leases include various land and building leases for certain properties in Nevada, Louisiana and Virginia, leases for office space in Colorado, Louisiana, Virginia and Florida, as well as leases for automobiles and other property and equipment at all locations, expiring at various dates.  Total expense under these non-cancelable operating leases was $2,948, $2,359 and $1,554 for the years ended December 31, 2007, 2006, and 2005, respectively.

Additionally, under Louisiana law, video poker machines must be owned by Louisiana residents. The Jalou truck plaza video gaming facilities pay one dollar per operating video poker machine per day to the third party owner of the machines in order to maintain the machines used in our truck plaza operations, plus $1 per machine annually for the owner’s licensing costs.  Total expense under these obligations was $1,268, $1,180 and $833 for the years ended December 31, 2007, 2006, and 2005, respectively.

The future minimum commitments relating to JEI’s non-cancelable operating agreements and leases are as follows:

Years Ending December 31
2008	$		2,615
2009	2,587
2010	2,291
2011	1,676
2012	1,501
Thereafter	26,981
Total	$	37,651

The following is an analysis of the leased property under capital leases:

Class of Property	2007			2006
Land	$	1,523		$	1,523
Buildings	2,095			895
Equipment and furniture and fixtures	255			255
Construction in progress				1,200
Other	72			32
Less: accumulated depreciation	(235		)	(70		)
Total leased property under capital leases	$	3,710		$	3,835

F-21

As of December 31, 2007, the following is a schedule by years of future minimum lease payments under capital leases together with the net present value of the net minimum lease payments:

Years Ending December 31
2008	$	619
2009	622
2010	1,299
2011	520
2012	474
Thereafter	6,223
Total future minimum lease payments	9,757
Less amount representing interest ranging from 6.3% to 16.9% per annum	5,585
Net present value of net minimum lease payments	$	4,172

Contingencies

We are involved in routine litigation arising in the ordinary course of our business pertaining to workers compensation claims, equal opportunity employment issues, or guest injury claims.  All such claims are routinely turned over to our insurance providers.  None of the claims is expected to have a material impact on our financial position, results of operations or cash flows.  We believe these matters are covered by appropriate insurance policies.

During the second quarter of 2007, the Colorado legislature approved a bill banning smoking at Colorado casinos starting January 1, 2008.  We constructed climate tempered outdoor sheltered smoking areas at The Lodge and Gilpin as allowed by the new legislation.

10.COMMON STOCK

In connection with estate planning activities by our two former 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 were owned equally by Richard E. Jacobs and Jeffrey P. Jacobs and their family trusts.  We received no proceeds 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.

Effective January 31, 2007, we became a wholly-owned subsidiary of JII, which in turn is 50% owned by Jeffrey P. Jacobs, our Chief Executive Officer, and two of his family trusts, and 50% owned by a revocable trust and an irrevocable trust established by Richard E. Jacobs.

F-22

11.EMPLOYEE BENEFIT PLANS

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 JEI, The Lodge, the Gilpin, Gold Dust West-Reno, Gold Dust West-Carson City, Gold Dust West-Elko, Jalou and Colonial (after July 9, 2004).  The Plan allows eligible employees to make tax-deferred contributions that are matched by us up to a specified level.  We contributed approximately $412, $357, and $307 to the Plan for the years ended December 31, 2007, 2006, and 2005, respectively.

12.PROPOSED OHIO CONSTITUTIONAL AMENDMENT

During 2006, we provided support for a proposed constitutional amendment in Ohio that would have established a tuition grant program for Ohio students to attend public or private colleges in the state and allowed slot machines at the state’s seven existing racetracks and two locations in downtown Cleveland.  Ohio residents voted on the proposed constitutional amendment on November 7, 2006 and the amendment was not approved by voters.  For the year ended December 31, 2006, we funded a total of $3,255 in support of this amendment.

13.ABANDONMENT COSTS

In December 2005, we recorded an abandonment charge of $1,424 representing the net book value of a stand-alone portion of the Gold Dust West-Reno’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.  We began demolition of the L-wing during the first quarter of 2006 and completed the project late in the second quarter at a total cost of $1,230.  We added approximately 75 parking spaces as a result of the demolition.  We will continue to operate the remaining hotel rooms.

14.TERMINATION OF CONTRACT

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 $0, $0, and $1,787 during each of the years ended December 31, 2007, 2006, and 2005, respectively.

F-23

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 $10,000.  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 $7,000 in cash at closing of the transaction and issued a one-year $3,000 note bearing interest at the prime rate plus 1% (7.75% at September 30, 2005).  The note was guaranteed by JEI and was paid in full in 2006.  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, $10,367, including the $10,000 purchase price and $367 in legal and professional fees associated with this transaction, was expensed during 2005.  As part of the transaction, Colonial paid off an existing promissory note to MJC in the amount of $73, plus accrued interest.  Colonial also paid the Circuit’s prorated 2005 management fees of $1,787.  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 Preakness Stakes 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.

15.INCOME TAXES

On March 11, 2002, we received notice from the Internal Revenue Service asserting deficiencies in federal corporate income taxes for a subsidiary’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.  During 2005, we settled this issue with the Internal Revenue Service and recorded a charge to earnings of $423, including $149 in interest.  No penalties were assessed on this settlement. During 2006, we received a tax refund of a portion of this charge totaling $103.

16.HURRICANE

On August 29, 2005 and September 24, 2005, hurricanes Katrina and Rita struck Louisiana causing severe damage to the region. Our Louisiana operations sustained minimal damage.  After consideration of insurance proceeds, damages totaled $153.

F-24

17.SEGMENT INFORMATION

Our Chief Executive Officer (“CEO”) is the chief operating decision maker. Our casino properties in Colorado (The Lodge and Gilpin casinos) and Nevada (the Gold Dust West-Reno, Gold Dust West-Carson City and Gold Dust West-Elko casinos) are each managed by a Regional Vice President who reports to our Chief Operating Officer (“COO”) who is located in our Golden, Colorado corporate offices. Further, our 19 video poker truck plaza operations are managed by our Regional Vice President of Louisiana Operations who also reports to our COO. Our COO reports to our President, who is also located in Golden, Colorado.  Our President reports directly to our CEO. Our Virginia racetrack and satellite wagering facilities are managed by our on-site President of Pari-Mutuel Operations, and he also reports directly to our CEO. Our management team conducts monthly video conferencing and teleconferencing calls with our CEO.

At December 31, 2007, 2006, and 2005, we have four segments representing the geographic regions of our operations. Each segment is managed separately because of the unique characteristics of its revenue stream and customer base.

We have aggregated our operations into the four segments based on similarities in the nature of the properties’ businesses, customers and regulatory environment in which each property operates. The Colorado segment consists of The Lodge and Gilpin casinos.  Our Nevada segment includes the Gold Dust West-Reno, Gold Dust West-Carson City and Gold Dust West-Elko casinos.  The Louisiana operations consist of its truck plaza/video poker facilities, and the Virginia segment consists of Colonial’s pari-mutuel operations and its satellite wagering facilities.

The accounting policies of the segments are the same as those described in Note 2.  The corporate adjustments and eliminations represent all other income and expenses, and are also presented.  The following segment information is presented after elimination of inter-segment transactions.

F-25

As of and for the Year Ended December 31, 2007

													Corporate
													Adjustments
													and
	Colorado			Nevada			Louisiana			Virginia			Eliminations			Total
Revenues
Gaming
Casino	$	106,409		$	38,247											$	144,656
Truck stop							$	64,322								64,322
Pari-mutuel										$	41,309					41,309
Food and beverage	9,944			8,315			7,974			3,027						29,260
Convenience store — fuel							81,329									81,329
Convenience store — other							11,133									11,133
Hotel	1,939			2,476												4,415
Other	848			1,434			1,089			1,986						5,357
Total revenues	119,140			50,472			165,847			46,322						381,781
Less: Promotional allowances	(19,766		)	(7,410		)	(4,777		)							(31,953		)
Net revenues	$	99,374		$	43,062		$	161,070		$	46,322					$	349,828
Depreciation and amortization	$	6,172		$	5,313		$	3,848		$	2,065		$	703		$	18,101
Interest income	$	46		$	40		$	87		$	113		$	59		$	345
Interest expense, net of amounts capitalized	$	8,821		$	5,956		$	4,861		$	599		$	8,175		$	28,412
Net income (loss)	$	18,474		$	(5,592	)	$	10,677		$	(1,150	)	$	(17,444	)	$	4,965
EBITDA(1)	$	33,421		$	5,637		$	19,299		$	1,401		$	(8,625	)	$	51,133
Goodwill	$	6,711		$	9,035		$	30,924								$	46,670
Identifiable intangible assets, net							$	9,491								$	9,491
Property, plant and equipment, net	$	93,593		$	45,458		$	40,727		$	66,381		$	2,400		$	248,559
Total assets	$	114,615		$	64,430		$	92,650		$	71,991		$	12,112		$	355,798
Long-term debt	$	86,680		$	61,773		$	51,227		$	5,669		$	92,696		$	298,045
Capital expenditures	$	7,925		$	17,075		$	2,016		$	939		$	341		$	28,296

F-26

As of and for the Year Ended December 31, 2006

													Corporate
													Adjustments
													and
	Colorado			Nevada			Louisiana			Virginia			Eliminations			Total
Revenues:
Gaming
Casino	$	94,547		$	26,936											$	121,483
Truck stop							$	66,418								66,418
Pari-mutuel										$	39,787					39,787
Food and beverage	9,997			4,953			7,296			2,823						25,069
Convenience store — fuel							77,520									77,520
Convenience store — other							10,611									10,611
Hotel	1,887			1,622												3,509
Other	827			705			948			1,939						4,419
Total revenues	107,258			34,216			162,793			44,549						348,816
Less: Promotional allowances	(17,698		)	(4,806		)	(3,934		)							(26,438		)
Net revenues	$	89,560		$	29,410		$	158,859		$	44,549					$	322,378
Depreciation and amortization	$	5,535		$	2,266		$	3,712		$	2,069		$	520		$	14,102
Interest income	$	47		$	49		$	121		$	78		$	87		$	382
Interest expense, net of amounts capitalized	$	13,141		$	4,771		$	4,484		$	627		$	9,630		$	32,653
Income tax benefit													$	103		$	103
Net income (loss)	$	8,487		$	(416	)	$	15,037		$	(1,755	)	$	(31,201	)	$	(9,848	)
EBITDA(1)	$	27,116		$	6,572		$	23,112		$	863		$	(21,241	)	$	36,422
Goodwill	$	6,711		$	9,013		$	28,292								$	44,016
Identifiable intangible assets, net							$	9,653								$	9,653
Property, plant and equipment, net	$	91,557		$	36,973		$	39,739		$	67,717		$	2,747		$	238,733
Total assets	$	111,909		$	53,551		$	92,153		$	73,785		$	19,311		$	350,709
Long-term debt	$	87,255		$	62,191		$	47,754		$	5,727		$	81,540		$	284,467
Capital expenditures	$	7,473		$	10,151		$	2,277		$	1,919		$	2,537		$	24,357

F-27

As of and for the Year Ended December 31, 2005

													Corporate
													Adjustments
													and
	Colorado			Nevada			Louisiana			Virginia			Eliminations			Total
Revenues
Gaming
Casino	$	93,088		$	22,519											$	115,607
Truck stop							$	44,760								44,760
Pari-mutuel										$	35,988					35,988
Food and beverage	10,177			3,459			4,204			2,560						20,400
Convenience store — fuel							47,511									47,511
Convenience store — other							6,139									6,139
Hotel	1,662			320												1,982
Other	742			141			393			2,419						3,695
Total revenues	105,669			26,439			103,007			40,967						276,082
Less: Promotional allowances	(17,255		)	(4,108		)	(2,472		)							(23,835		)
Net revenues	$	88,414		$	22,331		$	100,535		$	40,967					$	252,247
Depreciation and amortization	$	5,017		$	1,691		$	2,958		$	1,685		$	225		$	11,576
Interest income	$	44		$	15		$	26		$	86		$	7		$	178
Interest expense, net of amounts capitalized	$	10,934		$	3,141		$	3,228		$	322		$	5,213		$	22,838
Income tax expense													$	423		$	423
Net income (loss)	$	9,844		$	1,286		$	11,419		$	(12,947	)	$	(13,500	)	$	(3,898	)
EBITDA(1)	$	25,751		$	6,103		$	17,579		$	(11,026	)	$	(7,646	)	$	30,761
Goodwill	$	6,710		$	8,836		$	24,912								$	40,458
Identifiable intangible assets, net							$	9,683								$	9,683
Property, plant and equipment, net	$	88,597		$	9,734		$	37,227		$	68,640		$	2,038		$	206,236
Total assets	$	110,211		$	23,711		$	84,971		$	73,313		$	6,044		$	298,250
Long-term debt	$	82,802		$	22,813		$	40,907		$	3,940		$	44,035		$	194,497
Capital expenditures	$	5,844		$	1,212		$	9,193		$	2,316		$	554		$	19,119

(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 consolidated net income (loss) by adding the amounts shown for depreciation, amortization, income taxes and interest to net income (loss). 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 (loss), 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 holders of our debt 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 segments 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.

******

F-28

EXHIBIT INDEX

Exhibit No.	Description
2.1(1)	Agreement and Plan of Merger dated as of April 25, 2001, among Black Hawk Gaming & Development Company, Gameco, Inc. and BH Acquisition, Inc.
2.2(1)	Amendment to Agreement and Plan of Merger dated as of November 12, 2001 among Black Hawk Gaming & Development Company, Inc., Gameco, Inc. and BH Acquisition, Inc.
2.3(1)	Exchange Agreement dated February 22, 2002 among Gameco, Inc., Jeffrey P. Jacobs and The Richard E. Jacobs Revocable Trust
2.4(1)	Agreement and Plan of Merger dated as of June 11, 2001 among Colonial Holdings, Inc., Gameco, Inc. and Gameco Acquisitions, Inc.
2.5(1)	Amendment to Agreement and Plan of Merger dated as of November 16, 2001 among Colonial Holdings, Inc., Gameco, Inc. and Gameco Acquisition, Inc.
2.6(1)	Agreement and Plan of Merger, dated February 22, 2002 between Gameco, Inc. and Jacobs Entertainment, Inc.
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.

E-1

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(8)	Articles of Organization of Jalou Breaux Bridge, LLC dated January 29, 2003
3.38(8)	Articles of Organization of Jalou Eunice, LLC dated March 27, 2003
3.39(8)	Articles of Organization of Jalou of Jefferson, LLC dated September 23, 2003
3.40(10)	Certificate of Amendment of Certificate of Incorporation of Jacobs Entertainment, Inc. dated September 27, 2005
3.41(10)	Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc. dated November 2, 2005
3.41A(12)	Bylaws of Jacobs Piñon Plaza Entertainment, Inc. dated November 8, 2005
3.42(12)	Articles of Incorporation of Fuel Stop 36, Inc. dated August 24, 1989
3.43(12)	Articles of Organization of Jalou of Larose, LLC dated November 3, 2005
3.44(12)	Articles of Incorporation of Jacobs Elko Entertainment, Inc.

E-2

3.45(12)	Bylaws of Jacobs Elko Entertainment, Inc.
3.46(12)	Articles of Organization of Jacobs Dakota Works, LLC
3.47(12)	Operating Agreement of Jacobs Dakota Works, LLC
3.48(12)	Articles of Organization of Jalou Diamond L.L.C.
3.49(12)	Limited Liability Company Agreement of Jalou Diamond L.L.C.
3.50(12)	Articles of Organization of Jalou Magic L.L.C.
3.51(12)	Limited Liability Company Agreement of Jalou Magic L.L.C.
3.52(12)	Articles of Organization of Jalou of Vinton-Bingo, LLC
3.53(12)	Limited Liability Company Agreement of Jalou of Vinton-Bingo, LLC
3.54(12)	Articles of Organization of Jalou of Vinton, LLC
3.55(12)	Limited Liability Company Agreement of Jalou of Vinton, LLC
3.56(12)	Articles of Organization of Jalou of St. Helena, LLC
3.57(12)	Limited Liability Company Agreement of Jalou of St. Helena, LLC
3.58(12)	Amended and Restated Articles of Incorporation of Jacobs Piñon Plaza Entertainment, Inc.
3.59(12)	Articles of Organization of Jalou of St. Martin, L.L.C.
3.60(12)	Limited Liability Company Agreement of Jalou of St. Martin, L.L.C.
3.61(12)	Limited Liability Company Agreement of Jalou L.L.C.
3.62(12)	Operating Agreement of Houma Truck Plaza Stop and Casino, L.L.C.
3.63(12)	Limited Liability Company Agreement of Jalou-Cash’s L.L.C.
3.64(12)	Limited Liability Company Agreement of Lucky Magnolia Truck Stop and Casino, L.L.C.
3.65(12)	Limited Liability Company Agreement of Bayou Vista Truck Plaza and Casino, L.L.C.
3.66(12)	Limited Liability Company Agreement of Raceland Truck Plaza and Casino, L.L.C.
3.67(12)	Limited Liability Company Agreement of Jalou Breaux Bridge, LLC
3.68(12)	Limited Liability Company Agreement of Jalou of Eunice, LLC
3.69(12)	Limited Liability Company Agreement of Jalou of Jefferson, LLC
3.70(12)	Limited Liability Company Agreement of Jalou of Larose, LLC
3.71(12)	Articles of Organization of Colonial Downs, LLC
3.72(12)	Operating Agreement of Colonial Downs, LLC

E-3

3.73(12)	Articles of Organization of JRJ Properties, LLC
3.74(12)	Limited Liability Company Agreement of JRJ Properties, LLC
3.75(12)	Articles of Organization of Virginia Concessions, LLC
3.76(12)	Amended and Restated Operating Agreement of Virginia Concessions, LLC
3.77A(12)	Articles of Amendment to the Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77B(12)	Articles of Amendment to the Articles of Incorporation of Old Dominion Racing Association, Inc.
3.77C(12)	Articles of Amendment to the Articles of Incorporation of Old Dominion Jockey Club, Inc.
3.77D(12)	Articles of Amendment to the Articles of Incorporation of Maryland-Virginia Racing Circuit, Inc.
3.78(17)	Articles of Organization of Jalou Fox, LLC dated November 14, 2005.
3.79(17)	Limited Liability Company Agreement of Jalou Fox, LLC dated September 1, 2005.
3.80(19)	Articles of Organization of Jalou Silver Dollar, LLC.
3.81(19)	Limited Liability Company Agreement of Jalou Silver Dollar, LLC.
4.1(13)	Trust Indenture Agreement by and between Jacobs Entertainment, Inc. and Wells Fargo Bank, as Trustee, dated June 16, 2006
4.2(13)	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(12)	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(12)	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(12)	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(12)	Contribution Agreement dated June 16, 2006, by and among Jacobs Entertainment, Inc. and affiliates of Jacobs Entertainment, Inc.
4.7(12)	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(12)	Form of Jacobs Entertainment, Inc. 9.75% Rule 144A Global Note due 2014
4.9(12)	Form of Jacobs Entertainment, Inc. 9.75% Regulation S Global Note due 2014
4.10(12)	Form of Jacobs Entertainment, Inc. 9.75% IAI Global Note due 2014

E-4

4.11(12)	Intercompany Note dated as of June 16, 2006 by and among Jacobs Entertainment, Inc., and Credit Suisse, Cayman Islands Branch
4.12(12)	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(12)	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
10.1(3)	Deed of Lease dated May 8, 2003 between Haynes Chippenham Plaza, LLC and Colonial Downs, L.P.
10.2(10)	Asset Purchase Agreement dated November 2, 2005 among Capital City Entertainment, Inc. and Jacobs Piñon Plaza Entertainment, Inc.
10.3(12)	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(11)	Triple Net Lease dated November 14, 2005 among Route 225 Investments, LLC and Jacobs Entertainment, Inc.
10.5(13)	Ground Lease and Option Purchase Agreement dated September 12, 2005 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.6(13)	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(13)	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(12)	Standardbred Horsemen’s Contract effective March 1, 2006 among Colonial Downs L.P., Stansley Racing Corp. and The Virginia Harness Horse Association
10.9(12)	Membership Interests Purchase Agreement dated May 16, 2006 by and between Gameco Holdings, Inc. and Jacobs Entertainment, Inc.
10.10A(12)	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(12)	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(14)	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(12)	Consulting Agreement dated January 1, 2006 and amended June 16, 2006, by and among Jacobs Entertainment, Inc. and Jacobs Investments Management Co., Inc.

E-5

10.13(12)	Fourth Amendment to Option Purchase Agreement dated May 15, 2006 between Dakota/Blackhawk, LLC and Jacobs Entertainment, Inc.
10.14(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Phase 2 Limited Partnership
10.15(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Jacobs Lot D, Inc.
10.16(12)	Option Agreement dated April 18, 2006 between Jacobs Entertainment, Inc. and Flats Development, Inc.
10.17(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sycamore & Main, Inc.
10.18(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Nautica Peninsula Land Limited Partnership
10.19(12)	Option Agreement dated July 11, 2006 between Jacobs Entertainment, Inc. and Sugar Warehouse Limited Partnership
10.20(12)	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(12)	Amendments 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(12)	Amendment to Standard Horsemen’s Agreements, dated May 26, 2006, by and between Colonial Downs, L.P. and The Virginia Harness Horse Association
10.23(16)	Executive Employment Agreement dated December 5, 2006 between Jacobs Entertainment, Inc. and Stephen R. Roark
10.24(16)	Executive Employment Agreement effective July 1, 2006 between Jacobs Entertainment, Inc. and Michael T. Shubic
10.25(16)	Executive Employment Agreement effective August 1, 2006 between Jacobs Entertainment, Inc. and Ian M. Stewart
10.26(16)	Executive Employment Agreement dated December 5, 2006 between Jacobs Entertainment, Inc. and Brett Kramer
10.27(16)	Executive Employment Agreement dated December 5, 2006 between Jacobs Entertainment, Inc. and Stanley Politano
10.28(17)	Membership Interests Purchase Agreement dated August 20, 2007 by and between Gameco Holdings, Inc. and Jacobs Entertainment, Inc.
10.28A(18)	Amendment No. 1 dated May 4, 2007 to Credit Agreement among Jacobs Entertainment, Inc. and various lenders
10.29(19)	Asset Purchase Agreement dated October 4, 2006 regarding the Silver Dollar Truck Plaza.
12(19)	Computation of Ratio of Earnings to Fixed Charges.
14.1(19)	Code of Ethics (as revised).
21.2(19)	Subsidiaries of Jacobs Entertainment, Inc.

E-6

25.1(12)	Statement of Eligibility of Trustee on Form T-1
31.1(19)	Chief Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2(19)	Chief Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1(19)	Chief Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002
32.2(19)	Chief Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002

(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 on March 31, 2003.
(5)	Incorporated by reference from our Form 10-Q filed August 13, 2004.
(6)	Incorporated hereby by reference from our Report on Form 8-K filed October 7, 2004.
(7)	Incorporated hereby by reference to Exhibits 2.01(a) and 2.01(b) from our Report on Form 8-K dated March 4, 2005.
(8)	Incorporated hereby by reference from our Form 10-K filed March 28, 2005.
(9)	Incorporated hereby by reference from our Report on Form 8-K filed on March 4, 2005.
(10)	Incorporated by reference from our Form 10-Q filed November 14, 2005.
(11)	Incorporated hereby by reference from our Report on Form 8-K filed on November 15, 2005.
(12)	Incorporated hereby by reference from our registration statement on Form S-4 (SEC Registration No. 333-136066) filed on July 27, 2006.
(13)	Incorporated hereby by reference from our Form 8-K filed on March 23, 2006.
(14)	Incorporated hereby by reference from our Form 8-K filed on June 22, 2006.
(15)	Incorporated hereby by reference from our Form 10-K filed on March 29, 2006.
(16)	Incorporated hereby by reference from our Form 8-K filed on December 8, 2006.
(17)	Incorporated hereby by reference from our Form 8-K filed on September 6, 2007.
(18)	Incorporated hereby by reference from our Form 8-K filed on May 10, 2007.
(19)	Filed herewith.

E-7

EX-3.80

EXHIBIT 3.80

Articles of Organization of Jalou Silver Dollar, LLC

AlAter 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:  xBusiness  oNonprofit
PARISH/COUNTY OF		Cuyahoga

1.	The name of this limited liability company is :	Jalou Silver Dollar, LLC
2.	This company is formed for the purpose of:	(check one)
x	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:

JAY DARDENNE		Signatures:
SECRETARY OF STATE		/s/ Christopher S.W. Blake, Esq
RECEIVED & FILED		Christopher S.W. Blake, Esq., authorized representative
DATE	11-13-06

On this 10th day of November, 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 executed it as his free act and deed.

NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY#

[SEAL]

5-30-2011

[ILLEGIBLE]
Notary Signature
	[See instructions on back]

[ILLEGIBLE] L037-10/05/05 C T System Online

EX-3.81

Exhibit 3.81

LIMITED LIABILITY COMPANY AGREEMENT

OF

JALOU SILVER DOLLAR, LLC

This Operating Agreement (this “Agreement”) of JALOU SILVER DOLLAR, LLC, a limited liability company organized pursuant to the laws of the State of Louisiana, is made effective as of November 13, 2006 by JALOU L.L.C., a Louisiana limited liability company, the sole Member (the “Member”), of JALOU SILVER DOLLAR, 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 Silver Dollar, 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

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 decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Business Corporation Law of Louisiana (12:1 et seq.), 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, if any; (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, Executive Vice President

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Schedule A

to JALOU SILVER DOLLAR, LLC

Limited Liability Company Agreement

MEMBER

Name	Mailing Address	Agreed Value of Capital Contribution		Percentage  Interest
JALOU L.L.C.	1231 Main Avenue Cleveland, OH 44113	$	1,000.00	100	%

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Schedule B

to JALOU SILVER DOLLAR, 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-10.29

Exhibit 10.29

ASSET PURCHASE AGREEMENT

BY AND AMONG

MARKET STREET TRUCK PLAZA ACQUISITION CORP, L.L.C.,

RICK PERNICI

AND

GAMECO HOLDINGS, INC.

DATED:  October 4, 2006

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STATE OF LOUISIANA

PARISH OF CADDO

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:

MARKET STREET TRUCK PLAZA ACQUISITION CORP, LLC, a Delaware limited liability company (“Market Street”), domiciled and having its principal place of business in the Parish of Caddo and whose mailing address is declared to be 1324 N. Market, Shreveport, Louisiana 71101, herein represented by its duly authorized agent Rick Pernici;

RICK PERNICI, a Louisiana resident, whose mailing address is declared to be 6910 Gilbert, Shreveport, Louisiana 71106 (“Operating Member”);

 (Market Street and the Operating Member shall collectively be referred to herein as “Sellers” and each individually as a “Seller”);

and

GAMECO HOLDINGS, INC, a Delaware corporation (the “Purchaser”), domiciled and having a place of business in the Parish of Lafayette, State of Louisiana and whose mailing address is declared to be 718 S. Buchanan Street, Suite C, Lafayette, Louisiana 70507, herein represented by its duly authorized agent Jeffrey P. Jacobs,

each of whom did execute this Asset Purchase Agreement (“Agreement”), to be effective as of this 4th day of October, 2006 (the “Agreement Date”).

INTRODUCTION

A.            Sellers own the assets of a truck stop located at 1324 N. Market, Shreveport, Louisiana 71101 (the “Truck Stop”).

B.            The Truck Stop, inter alia, is currently under construction and when completed will provide retail motor and diesel fuels, convenience store and restaurant operations for sale to or use by the general public as well as the necessary location and other necessary physical requirements for the operation of video draw poker devices for play by the general public.

C.            Buyer, for itself and its designees, desires to purchase and Sellers desire to sell the Truck Stop.

NOW, THEREFORE, in consideration of the promises, obligations, representations and warranties contained herein, 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:

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Section 1.Definitions and Related Matters.

1.1           Definitions.  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):

“Acquired Assets” shall mean all assets, accounts receivable, privileges, rights, real and personal property, Intellectual Property Rights, licenses, interests and claims (whether personal, tangible or intangible) of every type and description owned by Sellers (subject only to the leases identified on Schedule 6.9(a) and the Permitted Encumbrances) and used in the operation of the Business, other than the Excluded Assets.  Acquired Assets, include, but are not limited to, each of the following:

(a)          leasehold title arising pursuant to the Property Lease (subject to Permitted Encumbrances hereinafter defined) in and to certain improved real property located at 1324 N. Market, Shreveport, Louisiana 71101 (the “Real Property”), consisting of approximately 5.1 acres, more or less, and 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 Real Property; together with, to the extent legally transferable, all approvals, authorizations, consents, licenses, permits, privileges, rights, variances and waivers relating to the Real Property from any Governmental Body having jurisdiction over the 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 Sellers; together with any and all easements, rights and privileges appurtenant thereto, including all right, title and interest of the Sellers 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 Real Property, and all riparian rights; all of the foregoing being collectively referred to as the Premises (the “Premises”) and being further described in Exhibit A;

(b)          the Sublessor’s interest in and under the Restaurant Sublease;

(c)          those items of machinery, equipment, chattels and fixtures used in or supporting the Business, as identified on Schedule 1.1(b);

(d)          all inventories of any kind related to or purchased for the operation of the Business, including, but not limited to, those items identified on Schedule 1.1(c);

(e)          all Intellectual Property Rights, subject to the qualifications in Section 6.10, used in or for the benefit of the Business, excluding only those owned by the sublessee under the Restaurant Sublease;

(f)           accurate, certified copies of all books and records relating to the Business in the possession or under the control of the Sellers, including, without limitation: (i) lists of all known potential or 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) all employee records; and (vi) all other books and records used by Sellers in the operation of the Business;

(g)          all approvals, authorizations, consents, licenses, permits, registrations, certificates, privileges, rights, variances and waivers relating to or necessary for the operation of the Business from any Governmental Body having jurisdiction over the Business, to the extent the same are transferable;

(h)          all fixtures and improvements located on the Premises, other than those owned by the sublessee under the Restaurant Sublease and subject to the rights of the Landlord under the Property Lease;

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(i)           all goodwill of the Business, subject to the rights of the sublessee under the Restaurant Sublease; and

(j)           those Contracts identified on Schedule 6.9(b), under terms and conditions contained in Schedule 6.9(b).

 “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 policies of a Person whether through the ownership of securities, by contract or otherwise.

“Annualized EBITDA” shall mean the sum of all of the monthly EBITDA (as defined below) arising from or related to the operation of the Business and earned by the Purchaser (not including the EBITDA earned by any third party under a lease), calculated for the last full twelve (12) calendar months of that period from the first full calendar month following the date upon which Devices are legally operating at the Premises through the end of the eighteenth (18) full calendar month following the Closing Date (i.e. months 7 through 18, inclusive), after making appropriate adjustments for any non-recurring transactions and incorporating the expenses limitations set forth in the Proforma Income Statement as defined below.

“Assumed Contracts” shall mean the contracts specifically identified in Schedule 6.9(b).

“Business” shall mean all of the operations and business of the Truck Stop located at 1324 N. Market, Shreveport, Louisiana 71101, including, but not limited to, its gaming operations (if any), convenience store, restaurant facility and its motor and diesel fuel sales.

“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 Shreveport, Louisiana.

“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 Lease” 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(c).

“Closing Date” has the meaning set forth in Section 2.2.

“Closing Reports” shall mean: (i) that certain contract, dated May 8, 2006, by and between Market Street and John Philip Sipes for the construction of the Truck Stop, together with all amendments,

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modifications or changes thereto; (ii) any change orders related to the foregoing; (iii) all payment applications, evidence of payments and any other records, instruments or agreements related to the construction of the Truck Stop; and (iv) the financial reports of the Business, excluding any portion that shall be leased to a third-party unless any Seller has such information in their possession or control, setting forth the income, expenses, assets, liabilities and cashflow of the Business monthly, from its opening to the general public during the calendar year of 2006 through the Closing Date.

“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.

“Completed” shall mean, as related to the Truck Stop, that each of the following have been completed:  (i) the construction of the Truck Stop has been completed pursuant to the Plans and Specifications, to the Purchaser’s reasonable satisfaction, and in compliance with any and all building, construction or zoning laws, rules or regulations of any Governmental Body, including, but not limited to, the Liquor and Gaming Laws of the State of Louisiana; (ii) an occupancy certificate or its equivalent has been issued by the applicable Governmental Body(ies) for the unconditional occupation of the Truck Stop;  (iii) lien waivers and reasonable proof of payment has been received from the general contractor for the construction of the Truck Stop and from any and all other contractors, sub-contractors, suppliers, material-men or laborers providing labor, materials or services for the same; and (iv) the Truck Stop, as of the Closing Date, has all necessary improvements as required for the placement and operation of fifty (50) Devices.

“Contract” has the meaning set forth in Section 6.9(a).

“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.

“Earn-Out Payment” shall be the sum that equals 5.0 times Annualized EBITDA less the Minimum Purchase Price; provided, however, in no event shall the total Earn-Out Payment hereunder exceed One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00).

“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 Purchaser’s accountants which computation shall be made strictly in accordance with GAAP, consistently applied, and verified by an accountant chosen by the Sellers.  Notwithstanding the past practices of the Sellers, when calculating EBITDA hereunder, the parties agree to use the accrual method of accounting, including, but not limited to, accruing for all licenses, permits, any gaming licenses and occupational fees, insurance costs, vacation benefits, payments due under the Property Lease and real property taxes if paid by the lessee under the Property Lease; provided further, however, that all monthly expenses used to calculate EBITDA will be based upon the Proforma Income Statement.  Those line items identified with an “*” on the Proforma Income Statement shall be included in the calculations of EBITDA in whatever amounts equal the actual expense for each such line item during any given calendar month.   With regard to all other expense items as identified on the Proforma Income Statement, if the actual amount of any such expense shall exceed the amount for that line item identified on the Proforma Income Statement, any increase must first be approved by both the Purchaser and the Sellers, and if not approved by the Sellers in their sole and absolute discretion, such expense amount when calculating EBITDA hereunder shall not exceed the amount on an annual basis as set forth in the Proforma Income

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Statement, regardless of the actual amount of such expenses; provided, however, Purchaser shall have no obligation to spend any amounts within each such expense category beyond the amount listed on the Proforma Income Statement regardless of the impact upon EBITDA.

“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 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 United Title of Louisiana having an address at 6452 Youree Drive, Shreveport, Louisiana 71105..

“Escrow Hold Back” shall equal Fifty Thousand and no/100 Dollars ($50,000.00).

“Excluded Assets” shall mean the following:

(a)All restaurant equipment, inventory, furniture, fixtures and other items of personal property owned by the sublessee under the Restaurant Sublease;

(b)The original copies of all books and records of the Sellers and related to the Truck Stop;

(c)Rights of the Sellers pursuant to or under this Agreement;

(d)Any federal, state or local tax refunds or tax credits of the Sellers;

(e)Any leases, not necessary to or used in the operation of the Business, by Sellers of any personal property other than the Assumed Contracts;

(f)All notes, bonds, guarantees or other evidence of indebtedness of any Person held by the Sellers;

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(g)All cash, cash equivalents, investments and all deposits of the Sellers, excepting there from, all cash, cash equivalents, investments and all deposits arising from or related to the Business on or after the Closing Date which shall be the property of the Purchaser;

(h)Any and all insurance policies of the Sellers 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; and

(i)All rights, claims and causes of action relating to any of the property included in the preceding description of Excluded Assets.

“GAAP” means United States generally accepted accounting principles as promulgated by the Financial Accounting Standards Board, as in effect from time to time.

“Governmental Body” means any federal, state, parish, municipal or other governmental or quasi-governmental agency, department, board, commission, bureau or other like entity or instrumentality.

“Indebtedness” means 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 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.

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“Knowledge” or any derivation thereof whether or not capitalized, shall mean, 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, claims, 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 the Business, 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 to the Sellers for use in the Business 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.

“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 the Sellers, the Business or any Affiliate of the Sellers, (ii) the ability of the Sellers or the Business to perform any of their obligations related to the operations of the Business (each, a “Material Adverse Effect”), or (iii) the ability of the Premises to qualify as a truck stop facility under the Liquor and Gaming Laws of the State of Louisiana capable of placing and operating not less than 50 Devices.  Material Adverse Effect or Material Adverse Change specifically includes, but is not limited to: (a) any violation by the Sellers or the Business, 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 to the Sellers or the Business and used in the operations of the Business, or (iii) the ability of the Premises to qualify as a truck stop facility under the Liquor and Gaming Laws of the State of Louisiana.

“Minimum Purchase Price” shall be the sum of Four Million and no/100 Dollars ($4,000,000.00).

“Plans and Specifications” shall mean those plans and specifications for the construction and furnishing of the Truck Stop as attached hereto as Exhibit B.

“Permitted Encumbrances” means:

(a)           real estate and ad valorem taxes not yet due and payable;

(b)           interests or title of a lessor or lessee under any lease identified in Schedule 6.9(b); and

(c)           to the extent existing on the Closing Date hereof, matters which are described on  Schedule 1.1(Permitted Encumbrances), and approved of in writing by the Purchaser prior to the Closing.

“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.

“Proforma Income Statement:” shall mean the proforma income statement attached hereto as Exhibit C.

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“Property Lease” shall mean that certain Lease Agreement, dated July 15, 2004, between Earnest Properties, LLC, as Lessor, and Market Street Truck Plaza, LLC, as Lessee, as amended by those certain First and Second Addendums to the Lease Agreement, dated May 19, 2006 and August 7, 2006, respectively, correct and complete copies of which are attached hereto as Exhibit D.  Market Street Truck Plaza, LLC’s interest in the Property Lease Agreement was assigned to Market Street Truck Plaza Acquisition Corp., L.L.C., pursuant to that certain Amended and Restated Memorandum of Understanding, effective as of December 20, 2005, a correct and complete copy of which is also attached hereto as Exhibit D.

“Purchaser” means Gameco Holdings, Inc., a Delaware corporation, its successors, assigns and/or designees, in its sole discretion.

“Restaurant Sublease” shall mean that certain sublease agreement, dated January 30, 2006, by and between Market Street, as Sublessor, and D&M, L.L.C., dba Williams Fried Chicken, as Subleasee.

 “Settlement Statement” shall mean a statement, signed by the Sellers and the Purchaser and to be received by the Escrow Agent at least twenty-four (24) hours prior to the Closing, identifying all funds to be received by the Escrow Agent as of 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 are transferred to the Purchaser free and clear of any and all Liens whatsoever, except Permitted Encumbrances.

“Survey” 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 United Title of Louisiana having an address at 6452 Youree Drive, Shreveport, Louisiana 71105.

“Title Evidence” shall mean the Title Policy and the Survey, as defined in Sections 3.3 and 3.4, respectively.

1.2           Accounting 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.

1.3           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, 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

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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.

Section 2.               Purchase of Assets and Closing.

2.1           Purchase 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 Indebtedness whatsoever, excepting only Permitted Encumbrances, and the Purchaser shall purchase from the Sellers, as applicable, all rights, title and interests in and to the Acquired Assets for the Minimum Purchase Price, and Purchaser shall pay to the Sellers the Minimum Purchase Price, in immediately available funds, at the Closing subject to the Escrow Hold Back and any other prorations described in this Agreement.

(b)           Within ten (10) Business Days following the execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent.  In every event, should the transaction contemplated by this Agreement be consummated, 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 that date which is sixty-one (61) days after the Agreement Date (“Deposit Forfeit 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 in which event this Agreement shall thereafter be null and void and no party shall have any further liability or obligation hereunder.  Promptly following the Deposit Forfeit Date, and in no event later than 5 days following the same and provided the Escrow Agent has not received a notice of termination from the Purchaser prior to the Deposit Forfeit Date, the Escrow Agent shall without further instruction release the Deposit to the Sellers.  In the event Purchaser shall terminate this Agreement for any reason on or after the Deposit Forfeit Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, this Agreement shall be null and void and no party shall have any further liability or obligation hereunder and the Sellers shall retain the Deposit as full and final compensation for any and all damages they may have incurred hereunder, and not as a penalty.  Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Purchaser have any liability for any damages to the Sellers in excess of the Deposit.

(c)           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.  At the Closing, upon payment of the Minimum Purchase Price, the Sellers, as applicable, shall deliver to the Purchaser the Acquired Assets, together with such bills of sale, powers of assignment, certificates, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer record ownership of the Acquired Assets, including, but not limited to, those items identified in Section 10 below.

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(d)           On that date that is not later than nineteen (19) full calendar months after Devices are legally operating at the Premises, the Purchaser shall pay to the Sellers, in immediately available funds, the Earn-Out Payment.

(e)           Sellers hereby instruct the Purchaser to pay the entire Minimum Purchase Price and the Earn-Out Payment to Market Street and each of the Sellers acknowledge that payment pursuant to the foregoing directive shall satisfy any and all of the Purchaser’s obligations for payment of the Minimum Purchase Price and the Earn Out Payment hereunder to each of the Sellers.  Notwithstanding the foregoing, the parties agree that One Hundred Thousand and no/100 Dollars ($100,000.00) of the Purchase Price, allocated equally between the Sellers is the monetary consideration paid for the “obligation not to do” as contained in Section 11.21.  The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and their relative abilities and experience in the gaming industry.  The parties each further acknowledge and agree that payment of the Minimum Purchase Price and the Earn Out Payment to the Sellers as outlined on the Settlement Statement is appropriate consideration and reasonably related to the value of the interests each party is transferring under this Agreement.

2.2           Closing.   Subject to any extension under Section 2.5(b) below, the sale and transfer of the Acquired Assets from the Sellers, as applicable, to the Purchaser (“Closing”), pursuant to the terms and subject to the conditions hereof shall take place on January 12, 2007 (“Closing Date”).

2.3           Release of Sellers’ Interest and Claims against the Business and the Acquired Assets.  Sellers agree, concurrently with the Closing, to release all of their interests in and to and any claims against any of the Business or the Acquired Assets.  Sellers shall deliver to the Escrow Agent a fully executed assignment, termination and/or modification agreement, to be effective as of and only upon the Closing, in form and substance reasonably acceptable to the Purchaser, terminating all interests and  claims of the Sellers in the Business to the Acquired Assets as of the Closing Date.  Nothing contained in the foregoing is intended to nor shall it operate to release any claims or causes of action the Sellers’ or any one of them may have arising out of or under this Agreement.

2.4           Non-Assumption of Liabilities by Purchaser.

(a)           Except for the Assumed Obligations (as hereinafter defined), the Purchaser does not assume and shall not be liable for any of the Indebtedness, debts, obligations, expenses, claims, liabilities or commitments, of any nature whatsoever (collectively “Obligations”) of the Sellers, whether arising prior to, on or after the Closing, including, but not limited to, Obligations arising from or related to the Acquired Assets and/or the Business.  The Sellers agree, individually, that all Obligations, other than Obligations under the Assumed Contracts that accrue after the transfer of the Acquired Assets (collectively, the “Assumed Obligations”), shall remain the obligations of the Sellers, as applicable.  The Sellers, jointly and severally, 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 arising out of or resulting from the Obligations (other than the Assumed Obligations), and, provided the Closing hereunder is consummated by the Purchaser, the Purchaser does hereby indemnify, defend and hold the Sellers harmless from and against any and all claims, losses, expenses, damages or liabilities asserted against or suffered by the Sellers arising out of or resulting from the Assumed Obligations and arising or related to the period after the Closing Date.

(b)           The parties acknowledge that as of the Agreement Date, the Truck Stop is under construction.  It is the intent and purpose of the parties hereunder that the Sellers: (i) shall fully Complete the Truck Stop pursuant to the Plans and Specifications; (ii) all mechanical systems and other improvements related to the Truck Stop shall be fully operating and in good condition; and (iii) the

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restaurant, convenience store and fueling operations (but not any gaming operations) of the Business shall be open to the general public prior to the Closing hereunder.  Any and all costs, fees or expenses arising from or related to the Sellers’ obligations under the foregoing, even if invoiced after the Closing Date, shall remain the sole obligation of the Sellers.  It is further acknowledged and agreed by the Purchaser that it has the sole obligation to obtain appropriate liquor and gaming licenses to sell liquor on the Premises and permit the operation of the Devices on the Premises.  Purchaser’s failure to obtain any such licenses after the Closing Date, shall not invalidate this transaction or give the Purchaser the right to seek reimbursement from the Sellers of the Minimum Purchase Price unless such failure is a result of a breach by the Sellers of their other obligations under this Agreement.

(c)           The Sellers do hereby indemnify, defend and shall hold harmless the Purchaser and the Title Company, and shall execute such affidavits and instruments as shall be necessary to protect both the Purchaser and the Title Company, from any material-men’s or mechanic’s liens that may be related to the foregoing construction and filed after the Closing.  Sellers shall secure and deliver at the Closing lien releases, in form and substance acceptable to the Purchaser and the Title Company from the general contractor engaged to construct the Truck Stop and from any and all other contractors, sub-contractors or material-men and shall pay all sums due to the same or to any other person arising from or related to the construction of the Truck Stop at or prior to the Closing. Sellers shall further deliver to the Purchaser at Closing an assignment of any enforcement rights under the construction contract against the general contractor such that the Purchaser may enforce such contract directly against the general contractor; provided, however, Sellers shall remain solely obligated to the general contractor for any performance under the same.

2.5           Release of Funds.

(a)           Upon completion of the transfers and deliveries described in Sections 2.1, 2.2, 2.3 and 2.4 above and the discharge of all Liens and Indebtedness, the Escrow Agent shall release, pursuant to the Settlement Statement, any and all funds then on deposit hereunder.  Any fees charged by the Escrow Agent for its services hereunder shall be shared equally with the Purchaser responsible for one-half (1/2) of such costs and the Seller responsible for the remaining one-half (1/2).

(b)           Notwithstanding the foregoing, the parties agree that this Agreement and the Closing Date shall be subject to the issuance to or receipt by the Purchaser of the Consents (as defined on Schedule 6.13 below) and the receipt by the Purchaser of the funds from any financing source(s) being utilized by the Purchaser for the acquisitions contemplated herein (collectively, the “Funds”).  If the Consents or any portion of the Funds have not been received or issued as of the Closing Date, the Closing Date shall be extended from day to day for no more than nineteen (19) days until the third (3^rd) day following the date each such Consent and all Funds are received, satisfied or waived.  Notwithstanding the foregoing, nothing contained in this paragraph shall delay the Closing for more than nineteen (19) days.  After the expiration of such nineteen (19) day  period, any party may upon written notice terminate this Agreement, and thereafter this Agreement shall be null and void and of no further force and effect and the Deposit shall be released pursuant to the terms and conditions of Section 2.1(b) above.

Section 3.               Due Diligence.  Beginning on the Agreement Date and continuing to and including the Closing Date (the “Due Diligence Period”), Purchaser shall have the right to perform the following due diligence pursuant to the terms and conditions hereof.

3.1           General Testing and Inspections.

(a)           During the Due Diligence Period, Purchaser shall (subject to the provisions of the Property Lease) have the right to conduct such engineering, environmental, general business and

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feasibility studies, inspections, testing, audits and/or reviews of the Acquired Assets, the Premises and the Business and its assets, liabilities, operations (including 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 Business, and audits and reviews of all of the Business’s financial and business records, operations, documents and instruments, including a financial and tax audit of the Business held by or under the control of the Sellers.  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 Business or the Acquired Assets to conduct such studies, tests, inspections, reviews and audits, provided such access shall not unreasonably interfere with the activities of the Sellers.  Purchaser shall save, defend, indemnify and hold the Sellers and the landlord under the Property Lease 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, inspections, reviews, audits or studies of the Acquired Assets, the Premises or the Business by the Purchaser or any of its manager’s, employees, agents, contractors or designees (excluding the discovery of any preexisting condition on the Premises and any consequential damages arising from the foregoing).  Notwithstanding anything contained herein to the contrary, Purchaser’s indemnity obligations set forth in this Section 3.1(b) shall survive any termination of this Agreement.

3.2           Zoning.  Prior to Closing, Purchaser shall have confirmed that the Premises and the current and intended uses thereof will be in compliance, as of the Closing Date, with all applicable building and zoning codes and any restrictions unique thereto.

3.3           Title Commitment; Defects.

(a)           Within thirty (30) 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 Policy (Form B - revised 10-17-92) of title insurance covering the Premises in the full amount of the Purchase Price, which Commitment shall show leasehold title to the Premises to be vested in the Sellers, subject only to the Permitted Encumbrances.  Copies of the Commitment together with copies of each document affecting title to the Premises referenced therein, except for monetary encumbrances which are to be released at Closing, shall be delivered to Purchaser and the Sellers.

(b)           Purchaser shall notify Sellers of Purchaser’s disapproval of any matter contained in the Title Evidence within five (5) days after Purchaser’s receipt of all of the Title Evidence and copies of the documents referred to in the Title Evidence as exceptions or exclusions from coverage.  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 at or prior to  the Closing Date.  If Sellers elect not to or are otherwise unable to cure and remove all Defects at or prior to the Closing Date (or any extension thereof), this Agreement may be terminated, at Purchaser’s sole election, by written notice given to Sellers within five (5) days after expiration of the period allowed for cure and the Deposit, if not already released, shall be promptly released by the Escrow Agent pursuant to Section 2.1(b) above, or Purchaser may, at Purchaser’s sole election, waive such uncured Defects and proceed to close this transaction with no diminution of the Purchase Price.

(c)           Notwithstanding any provision of this Section 3.3 to the contrary, Sellers shall have the obligation, on or prior to 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 which arises by or through the Sellers (except real estate and ad valorem taxes and assessments which shall be prorated in

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accordance with Section 10), including, without limitation, all construction mortgages, any Lien 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 Sellers or anyone claiming by, from, through or under Sellers.

(d)           It shall be a condition precedent to Purchaser’s obligation to consummate the transaction contemplated hereby that the Title Company will, upon filing the instruments for conveyance of record, issue its ALTA Owner’s Leasehold Policy (Form B revised 10-17-92) of title insurance (the “Title Policy”) in the full amount of the Purchase Price, at standard rates, insuring Purchaser in leasehold title to the Premises subject only to the Permitted Encumbrances, and without the exception for certain of the standard printed exceptions (encroachments, overlaps, boundary line dispute, or any other matters which would be disclosed by an accurate survey or inspection of the Premises, easements or claims of easements not shown by the public records, or any lien or right to a lien for services, labor or materials furnished to 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.  The Title Policy shall also affirmatively insure:  (i) Purchaser’s right to use any appurtenant easements in accordance with their terms and conditions; (ii) contiguity of the parcels described in Exhibit A (if more than one parcel); (iii) that the Premises have the benefit of full and free ingress and egress, both pedestrian and vehicular, directly to and from a public highway; and (iv) such other and additional endorsements or conditions as the Purchaser may require. Sellers agree to execute and deliver to the Title Company such affidavits and instruments as may be reasonably required to permit the Title Company to issue Purchaser’s Title Evidence in the form required by this subsection and to provide a copy of such affidavits and instruments to Purchaser.  The cost and expense of such Owner’s Policy shall be borne solely by the Purchaser.

3.4  Survey.  Within ten (10) days of the Agreement Date, Sellers shall deliver to the Purchaser any surveys of the Premises in Sellers’ possession, together with a copy of any reports, leases, documents, notices, citations or records of any type or form in the possession of the Sellers relating to or identifying: (i) a physical deficiency in the Premises; (ii) an adverse effect on the Premises, including, but not limited to, any records, notices or citations relating to or concerning any aspect of the environmental condition of the Premises; or (iii) a change in the current, zoning, accessibility, physical characteristics, insurability, damage, condemnation, takings of or to any portion of the Premises.  Following the Agreement Date, Purchaser shall have the right, at its sole election, to cause a registered surveyor or professional engineer to prepare a survey (the “Survey”) in form sufficient to enable the Title Company to delete from the Title Policy the so-called standard exception for matters disclosed by an accurate Survey.  A perimeter legal description of the Premises as prepared by such surveyor or engineer shall be used to describe the Premises in Exhibit A.  The cost and expense of such Survey shall be borne by the Purchaser.  A copy of the Survey shall be furnished to the Sellers.  In the event the Survey discloses any encroachments, overlaps, boundary line disputes or any other matter affecting 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 a 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.

3.5           Environmental Matters.

Purchaser, at its sole election (subject to the landlord’s consent under the Property Lease and Purchaser’s agreement to repair any damage caused thereby), 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, without limitation, a Phase I, II or III site assessment study.  The cost and expense of such Audit shall be borne by the Purchaser.  To the extent environmental audits for the Premises have been previously obtained by Sellers; Sellers, as applicable, shall deliver

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copies of same to Purchaser within fifteen (15) days of the Agreement Date.  Purchaser and Sellers shall cooperate in an attempt to achieve the result that the Audit is performed as soon as practicable and is completed no later than the Deposit Forfeit Date.  In addition to providing any information reasonably requested by the Consultant, Sellers 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.

3.6           Other Records and Documents.

(a)           In addition to the foregoing and to the extent the below-listed documents are in the possession of the Sellers, the Sellers agree to deliver to the Purchaser, within fifteen (15) days of the Agreement Date, a full and accurate list and reasonably complete details concerning each item described below and a copy of each document to the extent such copies are in the possession or control of the Sellers:

(i)            copies of any and all certificates of title, liens, encumbrances, leases, deeds of trust, mortgages, judgments, rights-of-way, easements, covenants, conditions or restrictions, other exceptions or matters of record relating to or affecting any real or personal property used in the Business;

(ii)           copies of all certificates of occupancy, zoning variances, licenses, permits, authorizations and approvals relating to the Premises or the Business from any Governmental Body having jurisdiction over the Premises or the Business, together with any other notices and agreements related thereto, including, but not limited to, any and all gaming and liquor licenses and permits and renewals of the same or applications therefore;

(iii)          to the extent not already required above, copies of any and all environmental permits, notices, demands, action letters, reports, assessments, audits, directives from any Governmental Body, documentation of any environmental matter related to the Premises; identification of which portion 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 any Environmental and Safety Requirements, 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 the Sellers; and identification of any event of non-compliance with an Environmental and Safety Requirement;

(iv)          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 violations, delinquencies and/or assessments of the same received by the Sellers within twenty-four (24) months preceding the Agreement Date;

(v)           copies of any and all leases affecting the Premises or the Business in any manner, including, but not limited to, the Property Lease and the Restaurant Sublease and any and all amendments or addendums thereto;

(vi)          copies of monthly financial statements, including an income and balance sheet statement for each month of the Business’s operation if in the possession or control of the Sellers (and will continue to provide Purchaser this information within fifteen (15) days of the end of each calendar month during the term of this Agreement during which the Business is open to the general public, if the same is in the possession or under the control of the Sellers);

(vii)         copies of any and all Contracts (as defined hereinafter) affecting the Premises or the Business in any manner;

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(viii)        copies of any and all invoices, bills, contracts, agreements, payment applications, records and evidence of actual payments, retainage statements, lien waivers, notices, etc., relating to the construction of the Truck Stop and/or any other improvements on the Premises; and

(ix)           any other documents and information 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 at any time prior to the Closing Date, any of the studies, Title Evidence, Survey, audits, inspections, testing, 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 (including information related to the Purchaser’s financing), however gathered or obtained, shall reveal information or conditions unacceptable to the Purchaser, in its sole discretion, then Purchaser shall have the option to terminate this Agreement.  Upon receipt of such notice, this Agreement shall terminate and thereafter be null and void and of no further force and effect, and the Escrow Agent shall promptly return the Deposit to the appropriate party as identified in Section 2.1(b) above.

Section 5.               Leases.

(a)           Within ten (10) Business Days of the Completion of the Truck Stop, Sellers and Purchaser shall enter into a mutually agreeable Lease Agreement for the lease of the fueling  and convenience store operations of the Truck Stop by the Purchaser.

(b)           Prior to the Deposit Forfeit Date, Purchaser shall have entered into an amendment to the Property Lease to be effective upon the Closing hereunder, containing such terms and conditions as shall be acceptable to the Purchaser in its sole discretion.

Section 6.               Representations and Warranties of the Sellers.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Acquired Assets hereunder, the Sellers each hereby, jointly and severally, represent and warrant to the Purchaser as follows:

6.1           Organization, Power and Licenses.

(a)           Market Street is duly formed, validly existing and in full force and effect under the laws of the State of Delaware 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.  Market Street 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.  Market Street is not in violation of any of the provisions of its Articles of Organization or Operating Agreements.

(b)           All consents and any other necessary limited liability company action required to permit Market Street to legally enter into this Agreement and consummate the transactions described herein have been or will be completed and copies of the same shall be provided to the Purchaser not later than ten (10) days prior to the Closing hereunder..

(c)           Sellers, as applicable, own one hundred percent (100%) of all rights, title and interests in and to the Acquired Assets, free and clear of any Liens or Indebtedness, excepting only the Permitted Encumbrances, with full, valid, unencumbered power and authority to convey the same, excluding only those assets identified on Schedule 6.9(a).  There are no preemptive rights, warrants, options, or rights of first refusal with respect to the transfer of the Acquired Assets hereunder.  The Acquired Assets are all of the assets used in or necessary to the operation of the Business, excluding only those liquor or gaming

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licenses which are to be acquired by the Purchaser following the Closing hereunder to permit the operation of Devices at the Premises.

(d)           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 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 or the Business.

6.2           Affiliates; Subsidiaries; Investments.  There are no Affiliates or other Persons in which the Sellers 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 or has any interest in the Business or the Acquired Assets.

6.3           Authorization; No Breach.  The execution, delivery and performance of this Agreement and all other agreements, instruments and transactions contemplated hereby and thereby to which any Seller 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 Seller is a party each constitutes a valid and binding obligation of the Sellers, as applicable, enforceable in accordance with its terms.  Assuming the payment of all Liens by the Sellers at the Closing, the execution and delivery by the Sellers of this Agreement and all other agreements and instruments contemplated hereby to which the Sellers are a party, the offering and sale of the Acquired Assets hereunder and the fulfillment of and compliance with the respective terms hereof by 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 upon the Acquired Assets 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 court or Governmental Body or third-party pursuant to, the Articles of Organization or Operating Agreements of the applicable Sellers or any law, statute, rule or regulation to which the Sellers are subject or any agreement, instrument, order, judgment or decree to which the Sellers or their assets are subject.

6.4           Absence of Liabilities.

(a)           The Closing Reports, certified, individually, by the Sellers and attached hereto as Schedule 6.4(a), are true, accurate and complete copies of the agreements and contracts presented therein.  After giving effect to the transactions to occur at the Closing, neither the Business nor the Sellers will have any liabilities or Indebtedness, including, but not limited to, income tax liabilities, contingent or otherwise, other than as described on Schedule 6.4(a).  The Closing Reports shall be updated on 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)           Except as described on Schedule 6.4(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 the Business or the Acquired Assets following the Closing hereof, nor which will become a liability, Indebtedness or obligation of the Purchaser on or after the Closing, other than the Assumed Contracts;

(ii)           as relates to the Business, made any Capital Expenditures for which liability, in any form, will remain after the Closing Date; or

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(iii)          issued: (a) any notes, bonds or other debt securities which will remain or become an obligation of the Acquired Assets, the Business or the Purchaser on or after the Closing Date, or (b) any shareholder/owner interests or other equity securities, membership interests or any securities convertible, exchangeable or exercisable into any ownership interests in the Business or Acquired Assets; or

(iv)          sold, assigned or transferred any of the Business’s Intellectual Property Rights or other intangible assets, or disclosed any of the Business’s proprietary confidential information to any Person; or

(v)           made any loans or advances to, guarantees for the benefit of, or any Investments in the Business or the Acquired Assets, that will not have been completely repaid and/or terminated as of the Closing Date; or

(vi)          knowledge of, or have caused the Business or any Acquired Asset to suffer any, damage, destruction or casualty loss which has had or may in the future have a Material Adverse Effect on the Business, whether or not covered by insurance; or

(vii)         as relates to the Business, borrowed any amount of, incurred or become subject to, any liabilities, except current liabilities consisting solely of accounts payable and trade payables incurred in the ordinary course of business and liabilities under leases identified elsewhere in this Agreement; or

(viii)        as relates to the Business, discharged or satisfied any Lien or paid any obligation or liability, other than current liabilities paid in the ordinary course of business; or

(ix)           as relates to the Business, mortgaged or pledged any of its properties or assets or subjected them to any Lien, except Permitted Encumbrances; or

(x)            as relates to the Business, sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or cancelled any debts or claims; or

(xi)           as relates to the Business, suffered any extraordinary losses or waived any rights of value, whether or not in the ordinary course of business or consistent with past practice; or

(xii)          as relates to the Business, made any commitments for Capital Expenditures that have not expired as of the Agreement Date; or

(xiii)         agreed to do any of the foregoing.

6.5           No Adverse Change.  From the Agreement Date to and through the Closing Date, there has not been nor shall there be any adverse change in the operating results, operations, condition (financial or otherwise), prospects, employee relations or customer or supplier relations of the Business or the Acquired Assets, as applicable.  From the Agreement Date to and through the Closing Date, Sellers shall promptly give Purchaser notice of any adverse change in the operating results, operations, condition (financial or otherwise), prospects, employee relations or customer or supplier relations of the Business or the Acquired Assets, as applicable, of which they have knowledge.

6.6           Absence of Undisclosed Liabilities.  No Seller nor any Affiliate has any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) related or attaching to or affecting in any manner the Business or the

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Acquired Assets and 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 (a) liabilities set forth on the Closing Reports, and (b) other liabilities and obligations expressly disclosed on Schedule 6.6.

6.7           Business Property.  The Sellers, as applicable, have good, valid and one hundred percent (100%) complete title to all of the Acquired Assets, free and clear of any Lien other than Permitted Encumbrances, and have full power and authority to convey and transfer the same free and clear of any and all claims by any Person whatsoever.  The Acquired Assets constitute all of the assets and real property and improvements used by any of the Sellers in or necessary for the operation of the Business as of the Closing Date, other than liquor and gaming licenses to be acquired by the Purchaser following the Closing as necessary for the operation of Devices at the Premises.  The Sellers have secured the written consents in form and substance reasonably acceptable to the Purchaser of all other members or owners of Market Street to the sale hereunder, and as a condition precedent to the Closing shall deliver such written consent to the Purchaser.

6.8           Tax Matters.  The Purchaser shall have no liability for or exposure to any Taxes arising from the operation(s) of the Business prior to the Closing Date.  All necessary and required Tax Returns have been 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; the Sellers have 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, creditor or other third party; no Seller has waived any statute of limitations 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 are pending or being conducted with respect to the Business 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 Sellers from any foreign, federal, state, parish or local taxing authority.

6.9           Contracts and Commitments.

(a)           Except as listed on Schedule 6.9(a), there are no agreements, contracts, leases, licenses, commitments or instruments (including any and all amendments thereto) (collectively, the “Contracts”) to which the Business is a party or by which the Business or any of the Acquired Assets are bound or subject.  There are no commitments or agreements with any third-party or Governmental Body affecting the Business or the Acquired Assets which are not listed on Schedule 6.9(a).  Except as otherwise expressly noted on Schedule 6.9(a), each agreement listed on Schedule 6.9(a) is in full force and effect and constitutes a legal, valid and binding obligation of Business, assignable to the Purchaser hereunder, upon Purchaser’s written consent to assume the same.   Except as otherwise expressly noted on Schedule 6.9(a), 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 is in default or breach of any such Contracts and the Sellers under each such Contract are or will be as of the Closing Date timely in their payments of any and all sums or any performance obligations under each such Contract.

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(b)Sellers agree to execute and deliver on the Closing Date such documents, estoppels 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 6.9(b).

6.10Intellectual Property Rights.

(a)Schedule 6.10 contains a complete and accurate list of all Intellectual Property Rights, if any, owned or used by Sellers in the Business, other than rights under licenses of any original equipment manufacturers (“OEM”), i.e Windows, etc., or off-the-shelf software, such as word processing programs, etc.; provided, however, all of the Sellers’ ownership rights, if any, in and to any of the foregoing, shall constitute Acquired Assets and shall be transferred to the Purchaser hereunder.

(b)The Sellers own all right, title and interest in and to all of the Intellectual Property Rights listed on Schedule 6.10, free and clear of all Liens and there have been no claims made against Sellers asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights and the Sellers shall transfer at the Closing hereunder any and all rights, title or interests, if any, they may have to the name “Market Street Truck Plaza” or any variation thereof.

(c)All Intellectual Property Rights used in or for the Business, whether listed or not listed on Schedule 6.10, shall be considered Acquired Assets hereunder and shall be transferred to the Purchaser for the Minimum Purchase Price on the Closing Date.  Sellers agree to execute and deliver on the Closing Date such documents and instruments as are necessary and acceptable to the Purchaser and Purchaser’s counsel to completely transfer, set-over and assign each and every Intellectual Property Right to the Purchaser.

6.11Litigation, etc.

(a)Except as set forth on Schedule 6.11, there are no actions, suits, complaints, proceedings, orders, investigations or claims pending or, to the Sellers’ knowledge, threatened against or affecting the Sellers, the Business, the Acquired Assets or pending or threatened by the Sellers against any third party, at law or in equity, and affecting in any manner the Business or the Acquired Assets or the prospects thereof, before or by any federal, foreign, state, parish or local court, or Governmental Body (including any actions, suits, complaints, proceedings or investigations with respect to or threatening the transactions contemplated by this Agreement); nor has there been any such actions, suits, complaints, proceedings, orders, investigations or claims pending against or affecting the Business or the Acquired Assets during the two (2) years preceding the Agreement Date.  None of the Sellers, or any of their Affiliates involved in the operation of the Business, are subject to any arbitration proceedings or any governmental investigations or inquiries (including inquiries as to the qualification to hold or receive any license or permit, including, but not limited to, the right to have Devices or sell liquor and sell or store petroleum products or byproducts); and, to the Sellers’ knowledge, there is no basis for any of the foregoing.  None of the Sellers nor any of their Affiliates is subject to any judgment, order or decree of any court or other Governmental Body, and has not 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 the Business or 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, arbitration, investigation or choses in action existing or accruing as of the Closing Date (whether or not set forth on Schedule 6.11) or arising or filed at anytime and related, in any manner, to the operation

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or construction of the Business 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, but not limited to, requiring the defense to be conducted by legal counsel of its choice.

6.12Brokerage.  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 Sellers.

6.13Required Consents.  Except as listed on Schedule 6.13 (the “Consents”), no consents, approvals or other like permission are required or necessary from any Governmental Body or from any third party for the consummation of the transactions contemplated by this Agreement.

6.14Insurance.

(a)All assets, properties and risks of the Business or the Acquired Assets are, and for the period of their operation and/ownership by 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 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 Business and such coverage shall continue through midnight of the Closing Date.  All refunds or costs associated with the cancellation of such policies shall be the sole asset of and responsibility of the Sellers.

(b)In the event that any of the Acquired Assets or any portion of the Business is damaged or otherwise the subject of a casualty or condemnation on or prior to the Closing Date, and the reduction in the fair market value of the Acquired Assets or the Business as a result of the casualty or condemnation reasonably exceeds One Million Dollars ($1,000,000.00), 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 One Million Dollars ($1,000,000.00), only the Purchaser shall have the right to elect to terminate this Agreement.  If following a condemnation or casualty that occurs on or prior to 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 after the Closing Date and no Seller shall have any right, title or interest in or to the same and each does hereby relinquish any and all interest therein; provided, however, each of the foregoing shall fully cooperate in assigning and securing any and all insurance proceeds on behalf of the Purchaser.  In the event Purchaser or Sellers shall elect to terminate this Agreement pursuant to this Section 6.14(b) with the exception of the Purchaser’s indemnity set forth at Section 3.1(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 Escrow Agent shall promptly thereafter return the Deposit to the Purchaser.

6.15Transactions with Affiliates.  Except as disclosed on Schedule 6.15 or as otherwise provided for herein, the Business has no outstanding contracts, agreements, loans, obligations, debts or other legally binding arrangement with the Sellers or any of their Affiliates that will survive the Closing.

6.16Employees, Officer and Directors.

(a)No Seller, on behalf of the Business, has 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 employment, termination, severance or other contracts or agreements,

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and, except as set forth on Schedule 6.16(a), there exists no employee benefit plan for which the Sellers could incur liability on behalf of the Business under Section 4069 of ERISA in the event such plan has been or were to be terminated.  Any employee of the Business may be terminated without cause at any time for any lawful reason without obligation on the part of the Sellers to make any payment therefore.

(b)The Sellers, as appropriate, agree to terminate and dismiss, for any lawful reason, without creating any financial or other obligation to the Business or the Purchaser any employee or agent of the Business, as may be requested by the Purchaser, which termination shall be effective not later than midnight on the Closing Date.

(c)Notwithstanding the foregoing, 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 the Business.

6.17Labor Matters.  As of the Agreement Date and the Closing Date, Sellers shall have no employees and accordingly, no Seller is a party to any collective bargaining or other labor union contract applicable to persons employed for the benefit of the Business, no collective bargaining agreement is being negotiated by the Sellers and none of the Sellers has knowledge of any activities or proceedings (a) involving any unorganized employees of the Business seeking to certify a collective bargaining unit or (b) of any labor union to organize any of the employees of the Business.  There is no labor dispute, strike or work stoppage against the Sellers affecting or threatening to affect the Business pending or threatened which may interfere with the operation of the Premises or the Business.

6.18Compliance with Laws.

(a)Each Seller and the Business is now and at all times has been in material compliance (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 applicable federal, state and local statutes, ordinances, rules, regulations, permits, consents, licenses, orders or other authorizations governing or related to the Acquired Assets or the Business and the Business’s liquor and gaming related activities, 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 no Seller nor any Affiliates thereof, have received any notice, demand, complaint or order from any Governmental Body asserting that a license of or related to the Business should be revoked, suspended, not issued or issued with qualifications, or that they or the Business are not in full compliance with the same.

(b)Except as set forth in Section 6.18(a), to each of the Sellers’ or their Affiliates’ knowledge, there is no investigation or review of the Acquired Assets or the Business now underway or threatened by any Governmental Body, including, without limitation, any investigation or review by any gaming authority, nor has any of the foregoing indicated an intention to conduct the same.

6.19Environmental and Safety Matters.  Except as set forth on Schedule 6.19, with respect to the Business, the Premises and the Acquired Assets:

(a)the Sellers and their Affiliates, as applicable, have complied and are in compliance, in all respects, 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 compliance, in all respects, with all permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of the Premises and the operation of the Business, including, but not

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limited to, the sale and storage of fuel and fuel oil and the disposal of the Business’s waste water, a list of all such permits, licenses and other authorizations is set forth on Schedule 6.19(b);

(c)none of the Sellers nor any of their Affiliates have received any written or oral notice, report or other information or has any knowledge regarding any actual or alleged violation of Environmental and Safety Requirements, including any investigatory, remedial or corrective obligations, relating to the Business, the Premises or any Acquired Asset arising under Environmental and Safety Requirements;

(d)to each of the Seller’s knowledge, none of the following exists at 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 leased or operated the Premises, any of the Acquired Assets or the Business, the release of any “hazardous substance” on the Premises in violation of any Environmental and Safety Requirements;

(f)none of the Sellers or 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)to each of the Seller’s knowledge, Schedule 6.19(g) 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 Environmental and Safety Requirements.

6.20Governmental Authorizations.  Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any Governmental Body, domestic or foreign, that is required in connection with the valid execution, delivery, acceptance and performance by the Sellers under this Agreement or the consummation by the Sellers of any transaction contemplated hereby or as otherwise necessary for the operation of the Business by the Sellers  has been or will be completed, made or obtained on or before the Closing Date, except: (a) any such filings or approvals that may be required of the transfer contemplated hereunder by the Louisiana State Police and the Louisiana Gaming Control Board; and (b) gaming and liquor licenses to be obtained by the Purchaser following the Closing hereunder.

6.21Premises.  To the best of the Sellers’ knowledge, information and belief, there is not now pending nor threatened: (a) any litigation or proceeding to take all or any portion of the Premises by eminent domain or other condemnation proceeding; (b) any street widening or changes in any highway or traffic lanes or patterns in the immediate vicinity of the Premises; or (c) other change or modification by a Governmental Body which would adversely affect the Premises, the Business or any of the Acquired Assets.  Further, (i) the Premises are connected to and serviced by adequate water, gas, sewage disposal and electric facilities; (ii) all material systems of the Premises, including, but not limited to, heating, ventilation, air conditioning, electrical, plumbing, roof, fuel pumps and lines, etc., are new and in good operating condition; and (iii) the Premises and all improvements located thereon are in full compliance with current building and zoning laws.  Sellers have no information or knowledge that any portion of the Premises are being condemned or otherwise taken for use as part of any street widening process.

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6.22Disclosure.  To the best of the Sellers’ knowledge, information and belief, 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.

6.23Operations.  There will be no Devices located on the Premises at the Closing.  All Restaurant and convenience store operations shall be conducted pursuant to the Restaurant Sublease and all fueling operations shall be conducted by the Purchaser pursuant to the lease referred to in Section 5(a) above.

6.24Certain Payments.  No officer, director, employee or agent of the Business, the Sellers or any of their Affiliates, nor any other person acting with or on behalf of the Business has directly or indirectly 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.

6.25Interest in Competitors, Suppliers and Customers.  Except as set forth on Schedule 6.25, none of the Sellers nor any Affiliates of the foregoing, have any ownership interest in any competitor, supplier or customer of the Business.

6.26No-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 nor grant 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.

6.27Representations and Warranties of the Purchaser.  As a material inducement to the Sellers to enter into this Agreement and sell the Acquired Assets hereunder, the Purchaser represents and warrants to each of the Sellers as follows:

(a)Purchaser is duly formed, validly existing and in good standing under the laws of the State of Delaware. 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 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 company 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 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 law, statute, rule or regulation to which the Purchaser is subject.

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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 lawsuit, judgment, order, suit, complaint or preliminary or permanent injunction entered, pending or threatened in any action or proceeding before any United States federal, state, parish or local court, or any foreign court, of competent jurisdiction or Governmental Body threatening or enjoining, in whole or in part, the Business’s current operations, making illegal or prohibiting the consummation of the transactions hereunder, including the transfer of the Acquired Assets and the operation of Devices on the Premises.

(b)Related Agreements.  Purchaser shall have received the leases and any amendments referred to in Section 5 above and any other agreements referred to elsewhere in this Agreement.

(c)Representations True.  The representations and warranties of the Sellers set forth in this Agreement and the exhibits, schedules, attachments, written statements, documents, certificates, Closing Reports, financial statements or other items prepared or supplied to the Purchaser by or on behalf of the Sellers, shall be true and correct in all material respects on the Closing Date with the same effect as though all such items had been made on and as of such date, and the Sellers shall each deliver to the Purchaser a certificate certified by an officer of Market Street and each Seller, individually, certifying such or identifying any changes as of the Closing Date (the “Closing Certificate”).

(d)Good Standing Certificate.  The Purchaser shall have received a good standing certificate for Market Street dated within fifteen (15) days prior to the Closing Date.

(e)Condition of Assets.  The Acquired Assets shall be in good physical and operating condition, excepting normal wear and tear only.  No damage or casualty shall have occurred to the Acquired Assets or operations of the Business prior to the Closing Date, excluding only ordinary non-material wear and tear.

(f)Legal Opinion.  Purchaser shall have received a legal opinion, substantially in the form of Exhibit G attached hereto, from legal counsel for the Sellers.

(g)No Adverse Change.  As of the Closing Date, there shall be no material adverse change in the condition of the Acquired Assets.

(h)Estoppel.  An estoppel certificate in form and substance acceptable to the Purchaser in its sole discretion from Market Street and the lessor/landlord under the contracts identified on Schedule 6.9(b), a copy of which shall be provided to the Sellers prior to the Deposit Forfeit Date.

(i)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.

(j)Assumed Contract Consents.  The Purchaser shall have received the consent(s) of the lessors under the leases and/or contracts identified on Schedule 6.9(b).

(k)Title Policy.  The Title Company shall be unconditionally prepared to issue the Title Policy in the name of the Purchaser or its designee, in the amount of the Purchase Price.

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(l)Financing.  The Purchaser shall have received the funds from any financing for the contemplated purchase of the Acquired Assets.

(m)Certificate of Occupancy.  A final certificate of occupancy or its equivalent has been issued by the appropriate Governmental Body permitting the unconditional occupation and operation of the Truck Stop.

7.2Conditions to the Sellers’ Obligations.  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)There shall have been no lawsuit, judgment, order, suit, complaint or preliminary or permanent injunction entered, pending or threatened in any action or proceeding before any United States federal, state, Parish or local court, or any foreign court, of competent jurisdiction or Governmental Body (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 the Premises;

(b)Purchaser has timely delivered or caused to be delivered the Minimum Purchase Price, plus or minus any applicable prorations and the Deposit hereunder, to the Escrow Agent;

(c)Purchaser shall have performed all obligations and complied with all agreements and covenants required hereunder to be performed by Purchaser on or before the Closing Date;

(d)Purchaser’s representations and warranties contained herein and in any documents furnished to the Sellers on or prior to the Closing Date shall be true and correct in all respects as of the Closing Date;

(e)The Title Company has confirmed to Sellers that the Title Company is unconditionally prepared to disburse the Minimum Purchase Price (plus or minus all applicable prorations and less the Escrow Hold Back) to the Sellers or its designees subject only to the performance by the Sellers of their respective obligations under this Agreement;

(f)Sellers shall have received the Agreements referred to in Section 7.1(b).

(g)The Sellers shall have received the consent(s) of the lessors under the leases and/or contracts identified on Schedule 6.9(b).

(h)Except for the consents under item (g) above, 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 Sellers, Sellers shall give the Purchaser written notice of the foregoing conditions not satisfied and Purchaser shall have ten (10) Business Days during which to cure the same.  In the event the Purchaser is unable to cure the conditions within such period, the Sellers may terminate this Agreement and the Escrow Agent shall promptly release the Deposit to the Seller as their liquidated damages and no as a penalty.  Acceptance by any of the Sellers of any portion of the Minimum Purchase Price shall be evidence of the waiver by each of the Sellers of the foregoing conditions precedent.

Section 8.Omitted.

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Section 9.Non-Solicitation.

9.1Notwithstanding anything contained in this Agreement to the contrary, each of the Sellers, for themselves and their Affiliates, agrees for a period of two (2) years following the Closing and as partial consideration for the Purchase Price, that neither they, nor their Affiliates, shall knowingly employ, solicit for employment or induce to leave their employment or other relationship, any employee, customer, vendor or supplier of the Purchaser, its Affiliates or the Business, nor any employee who may be permanently hired by the Purchaser or Southern Trading Corporation.

9.2Nothing 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 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.

Section 10.Assignment, Adjustments and Prorations, Closing.

10.1Assignment.Subject to Purchaser’s review and acceptance of Title Evidence, Sellers shall convey the Premises to Purchaser by an Assignment (the “Assignment”), attached hereto as Exhibit H, conveying good, marketable and indefeasible leasehold title to the Premises subject only to the following:

(a)Zoning laws;

(b)Current real estate and ad valorem taxes and assessments, if any, not yet due and payable; and

(c)Permitted Encumbrances.

10.2Taxes and Assessments: Closing Costs.

(a)All amounts payable under the Property Lease or the Restaurant Sublease,  utilities, costs, charges and expenses generated by the operations of the Acquired Assets and paid by the Sellers and other similar charges, as well as revenues generated by the Acquired Assets that accrued to the Sellers, shall be prorated between the Sellers and the Purchaser as of the Closing Date, such that credits, charges, costs, expenses and revenues up to noon local time on the Closing Date and all days preceding the Closing Date shall be allocated to Sellers, as applicable, and credits, charges, costs, expenses and revenues after noon local time 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.

(b)If the actual amount of Real Estate Taxes is not known on the Closing Date, Real Estate Taxes shall be prorated on the basis of the rate shown for the Premises on the last available tax bill; provided, that there shall be deducted therefrom all applicable credits.  Sellers represent and warrant that there are no special assessments with regard to the Premises.  Upon receipt of the final tax bill for the period encompassing the Closing Date, the parties shall adjust, outside of the escrow, the proration of Real Estate Taxes based upon the actual tax bill.

(c)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.

(d)Sellers shall not assign any policies of liability or property damage insurance covering the Premises. No insurance premiums shall be prorated.  Purchaser shall pay for recording fees.  Purchaser shall pay any Louisiana transfer taxes and conveyance fees associated with the conveyance of

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the Sellers’ interests in the Real Property.  Escrow fees shall be paid by the Purchaser.  Each party shall pay its own attorneys’ fees and all expenses incurred by it other than expenses specifically addressed elsewhere in this Agreement.  All revenues and expenses arising from the ownership or operation of the Acquired Assets, or the Business (collectively, the “Operating Charges”) accruing, earned or incurred on or prior to the Closing Date shall be the sole responsibility of the Sellers (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 (together with all costs, expenses or fees related to the construction of the Truck Stop).  All Operating Charges arising from the ownership or operation of the Acquired Assets and the Business and incurred after the Closing Date shall be the sole responsibility of the Purchaser.  The parties shall make a reasonable proration of the Operating Charges at Closing based upon the most recent invoice for each Operating Charges and shall adjust such proration upon receipt of the final invoice encompassing the Closing Date for each such Operating Charges.

(e)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 Statement 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, Sellers shall execute, deliver or cause to be delivered to the Title Company all of the items listed below:

(a)The Assignment;

(b)Any other instruments then required pursuant to any other sections of this Agreement;

(c)Mechanics Lien Affidavit required by the Title Company; and

(d)Each Seller’s affidavit of non-foreign status, as contemplated by Section 1445 of the Code attached hereto as Exhibit E.

(ii)On or before the Closing Date, Purchaser shall deliver or cause to be delivered to Title Company the Minimum Purchase Price, subject to the prorations and credits as herein provided, and execute and deliver to the Sellers an assumption agreement in form and substance reasonably satisfactory to Sellers and their counsel under which the Purchaser, or its designee, assumes and agrees to perform all obligations under the Assumed Contracts that accrue after the Closing Date.

(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 filing the Assignment for record in the Records of Caddo Parish, Louisiana;

(b)by causing the issuance of the Title Policy, subject only to the Permitted Encumbrances, and forwarding the Title Policy to Purchaser with a copy to Sellers;

(c)by prorating taxes, assessments and other amounts, in accordance with this Agreement and the Settlement Statement with respect to the

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Premises, and paying and charging Purchaser or Sellers for those costs and expenses to be paid by Sellers or Purchaser pursuant hereto;

(d)by delivering to Purchaser: (i) the Seller’s/Owner’s Affidavit and Indemnity, fully executed by the applicable Sellers, and attached hereto as Exhibit I; and (ii) the FIRPTA Affidavit attached hereto as Exhibit E;  and

(e)by preparing and forwarding to Purchaser and Sellers four (4) signed copies of the Settlement Statement setting forth all receipts and disbursements provided for herein.

In addition to the obligations required to be performed hereunder by Sellers at the Closing, 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 Closing in order to effect the consummation of the transaction contemplated herein and to vest title to the Premises and the Acquired Assets in Purchaser, including, without limitation, the assignment of all rights of Sellers in and to any easements for the benefit of the Premises; provided, however, that the foregoing instruments and other materials, if any, shall not enlarge the scope of Sellers’ obligations hereunder.

(f)In the event the Title Company is unable to simultaneously perform all instructions set forth in Section 10(f)(iii)(a) through (e) on the Closing Date, the Title Company shall so notify 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 Sellers and Purchaser or by a Court of competent jurisdiction.

(g)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 (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 unless otherwise set forth in Section 2.1(b) above which Section in the event of any conflict shall be controlling, and each party shall promptly return all documents in the possession of such party to the other party.

(h)Possession.At noon local time on the Closing Date, subject in all events to the payment by the Purchaser of the Minimum Purchase Price, Sellers shall cease operation of the Acquired Assets and shall deliver possession thereof to the Purchaser, and all risk of loss with respect thereto shall pass to the Purchaser or its designee.

(i)Inventory Count.  The Sellers and Purchaser agree that at 7:00 a.m. local time on the Closing Date, a representative from each of them (the “Representatives”) shall meet at the Truck Stop and shall cooperate to turn over, at noon local time, subject in all events to the payment of the Minimum Purchase Price by the Purchaser, all keys, passwords, accounts, and copies of all records, documents, instruments and any other items necessary for the immediate and complete operation of the Acquired Assets.

(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: (i) the Purchaser shall receive any invoice, bill or letter demanding payment for any Operating

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Charges that accrued or relate to any period of time on or prior to the Closing Date; or (ii) any expenses, charges, costs, fees or obligations related to the construction of the Truck Stop, Purchaser shall send evidence of such Operating Charges 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 Charges 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 Charges 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 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) calendar days, after which it shall disburse such funds as directed by the Purchaser.

(ii)Promptly after that date which is ninety (90) days after the Closing Date (“Hold Back Expiration Date”), Escrow Agent shall release any funds then remaining in the Escrow Hold Back to the Sellers, unless such funds have been the subject of a Hold Back Notice and subsequent objection in which event such funds shall remain in escrow until the Escrow Agent has received written instructions from both the Purchaser and 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’ Resignation.    Sellers shall and shall cause their owners, shareholders, members, managers, officers, employees and agents to, resign effective as of the Closing Date, any positions they may hold within the Business, 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 anything contained herein to the contrary, Sellers shall update the attached Schedules within thirty (30) days of the Closing Date.  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 this Agreement shall be null and void and of no further force and effect and no party hereto shall have any further liability or obligation hereunder.  If at the time of the foregoing termination, the Deposit remains with the Escrow Agent, it shall be released pursuant to the terms and conditions of Section 2.1(b).

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11.4Remedies.

(a)In the event of any actual or alleged default by any party hereto (the “Defaulting Party”), the non-defaulting party (the “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 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 reasonably required, to cure the alleged default (the “Cure Period”), excepting only as to the payment of the Minimum Purchase Price or the Earn Out Payment for which there is no additional time granted to the Purchaser.  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 any 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.  The Sellers and Purchaser 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.

11.5Amendments and Waivers.  No oral modification hereof shall be binding upon the parties; all modifications and amendments shall be in writing and signed by the 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.

11.6Survival of Agreement.  All covenants, representations and warranties 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.

11.7Successors 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 respective heirs, personal representatives, executors, administrators, successors and assigns of the parties hereto whether or not so expressed; provided that none of the Sellers shall be permitted to assign their rights or obligations under this Agreement.  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 taken together shall constitute one and the same Agreement.

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11.10Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are 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) Business Day after being sent to the recipient by nationally recognized overnight courier service (charges prepaid), (c) three (3) Business 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) when 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 any of the Sellers, to:

Market Street Truck Plaza Acquisition Corp., LLC

150 S. Los Robles Avenue, Suite 665

Pasadena, CA 91101

Attn: Loren Ostrow

Facsimile: 626-356-1164

If to the Purchaser, to:

Gameco Holdings, Inc.

718 S. Buchanan, Suite C

Lafayette, Louisiana 70517

Attn: Stan Guidroz

Facsimile: 337-233-7293

with a required copy to:

Hahn Loeser & Parks LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114

Attn: Stanley R. Gorom III, Esq.

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.

11.13Construction.  The parties hereto have participated jointly 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

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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, or dated as of the Closing Date, delivered or executed in connection with the transactions contemplated hereby embody the complete agreement and understanding among the parties and supersede any prior agreements or representations by or among the parties, written or oral that 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, managers, 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, obligations, liabilities, 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 one 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, fee, cause of action, expense, obligation or liability arising from or related in any manner to the operation of the Business and/or the Acquired Assets by the Sellers; 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, managers, 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, losses, costs, penalties, fees, obligations, liabilities, 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, fee, 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

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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.

(c)No claims for indemnification under Sections 11.15(a) and (b) above shall be asserted until the aggregate of such claims suffered or incurred by the respective party are equal to or greater than $5,000, excluding only reimbursement for invoices, costs and expenses presented to the Purchaser by third-parties and related to or arising at any time prior to the Closing Date.

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 party of the litigation all reasonable costs and expenses of the legal proceeding and any appeal therefrom, including reasonable attorney’s fees.

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 parties agree that this Agreement is for the purchase and sale of assets and that Minimum Purchase Price and Earn-Out Payment shall be allocated among the Acquired Assets in accordance with Section 1060 of the Code.  Purchaser and 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.  On or before the Deposit Forfeit Date, the Purchaser and Sellers, as applicable, shall complete and sign three (3) copies of form 8594, and each agrees 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 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 do hereby 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, Sellers agree that during and subsequent to the sale transaction, Sellers shall have a continuing duty to supply such information and documentation and to perform such acts as may be required by any Governmental Body or under the Liquor and Gaming Laws of the State of Louisiana.

11.20Monthly Financial Statements.  Purchaser agrees to provide, from and after the Closing Date through the 18^th full calendar month following the month during which Devices are legally operating at the Premises, within thirty (30) days following the close of each calendar month, financial statements, including a statement of income and expenses and a balance sheet prepared in manner consistent with the internal accounting and reporting practices used by the Purchaser, reflecting the operations and results of the Business for the prior month.

11.21Future Development.

(a)In further consideration of the purchase of the Acquired Assets and the Business, each of the Sellers (“Selling Parties”) obligate themselves and their Affiliates not to directly or indirectly, within: (Y) a fifteen (15) mile radius (“Exclusion Zone”) of the Truck Stop commencing on the Closing Date and continuing thereafter uninterrupted for a period of ten (10) years; or (Z) within a fifteen (15) mile radius of any of the Purchaser’s other truck stops located within the State of Louisiana and identified on Schedule 11.21(a)(collectively, the “Purchaser’s Locations”) commencing on the Closing Date and continuing thereafter uninterrupted for a period of five (5) 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

34

business which derives any portion of its revenues from legal or illegal gaming (other than any of the fifteen (15) riverboat casino licenses currently authorized or any new riverboat casinos, or any successor enterprises thereto including wholly-land based successors to the current form of riverboat casinos, subsequently authorized by the Louisiana legislature, all of which are hereby excluded from the obligation not to do as set forth herein (collectively, the “Exclusion”)), whether as a sole proprietor, owner, partner, stockholder, member, director, officer, employee, agent, consultant, joint venturer, contractor, investor or other participant; or (ii) subject to the Exclusion, 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 similar to the gaming, fueling (diesel and motor fuel), restaurant or convenience-store activities of the Business or the Purchaser’s Locations.  Schedule 11.21(a) shall be delivered to the Sellers on the Agreement Date.

(b)The foregoing obligation is an obligation not to do an act or take an action.  The Selling Parties, 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 obligation.

(c)Given the unique nature of the video poker industry and the operation of truck stop facilities, the parties hereto acknowledge and agree that the obligations contained in this Section 11.21 are reasonable and necessary to protect the Business from activities for which it otherwise has little or no ability to defend itself.  The parties hereto further acknowledge and agree that the obligations contained herein do not impose a burden upon one party which is not commensurate with the risk to any other party.

(d)If a court of competent jurisdiction determines that the obligations 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 obligations contained herein to the extent necessary to permit their enforcement.

(e)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 Selling Parties from breaching the provisions of this Agreement or from rendering any such services to any person, firm, corporation, association, partnership or other entity which would result in a breach of this Agreement.  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 obligations contained in this section, including the recovery of damages from the any of the Selling Parties.

(f)One Hundred Thousand and no/100 Dollars ($100,000.00) 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.

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 Majure.  Any time period or obligation to timely perform imposed upon any party hereunder shall be extended as necessary when performance of such obligation(s) is rendered impossible or unreasonably difficult as a result of any acts of God, war, labor strikes or unrest, weather, acts of terrorism, general disruptions to the economy or day-to-day operations of the government of the Parish of Caddo, the State of Louisiana or the United States of America which make conducting business unreasonably difficult or impossible.

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11.24SUBMISSION TO JURISDICTION AND VENUE, CONSENT TO SERVICE OF PROCESS, ETC.  TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PURCHASER AND EACH OF THE SELLERS 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 SHREVEPORT, 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, EACH OF THE PURCHASER AND EACH OF THE SELLERS 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.

[The remainder of this page is left intentionally blank.]

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THUS DONE AND PASSED on the 4th day of October, 2006, at the City of Pasadena, 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:		SELLERS:
		MARKET STREET TRUCK PLAZA ACQUISITION CORP, LLC, a Delaware limited liability company
/s/ Allison Alanis		By:	/s/ Paul Alanis
Printed Name:	Allison Alanis	Printed Name:			Paul Alanis
		Title:		Managing Member
/s/ Andrew Yu
Printed Name:	Andrew Yu

        /s/ Suzanne Nordberg

NOTARY PUBLIC

      Suzanne R. Nordberg – Commission #152529

Printed Name and Notary Number

And now to these presents came and appeared, PAUL ALANIS, to make, join in and confirm all of the representations, warranties and indemnifications contained in the above Agreement himself, personally, as if a Seller hereunder, and to be personally liable under all such representation, warranty and indemnification provisions of the Agreement, jointly and severally with all other Sellers, his being domiciled and having his principal place of business in the State of California and whose mailing address is declared to be 150 S. Los Robles Avenue, Suite 665, Pasadena, CA 91101;

THUS DONE AND PASSED on the 4th day of October, 2006, at the City of Pasadena, State of California, 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:		SELLERS:
		PAUL ALANIS
/s/ Allison Alanis		/s/ Paul Alanis
Printed Name:	Allison Alanis	Paul Alanis, individually
/s/ Andrew Yu
Printed Name:	Andrew Yu

        /s/ Suzanne Nordberg

NOTARY PUBLIC

      Suzanne R. Nordberg – Commission #152529

Printed Name and Notary Number

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THUS DONE AND PASSED on the 9 day of October, 2006, at the City of Shreveport, 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:		SELLERS:
		RICK PERNICI
_/s/ Janet McDonald		_/s/ Rick Pernici
Printed Name:	Janet McDonald	Rick Pernici, individually
_/s/ Patti Pernici
Printed Name:	Patti Pernici

          /s/ Terri G. Porter

NOTARY PUBLIC

          Terri G. Porter #65109

Printed Name and Notary Number

THUS DONE AND PASSED on the 9 day of September, 2006, at the City of Shreveport, 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:		SELLERS:
/s/ Janet McDonald		/s/ Sheree Pernici
Printed Name:	Janet McDonald	Sheree Pernici, Individually and as the spouse of Rick
		Pernici
/s/ Patti Pernici
Printed Name:	Patti Pernici

          /s/ Terri G. Porter

NOTARY PUBLIC

          Terri G. Porter #65109

Printed Name and Notary Number

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THUS DONE AND PASSED on the 6 day of October, 2006, at the City of West Palm Beach, State of Florida, 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., a Delaware corporation
_/s/ Chrissy A. DeNitto		By:	/s/ Jeffrey P. Jacobs
Printed Name:	Chrissy A. DeNitto			Jeffrey P. Jacobs, CEO
Printed Name:

          /s/ Chrissy A. DeNitto

NOTARY PUBLIC

        /s/ Chrissy A. DeNitto #DD166299

Printed Name and Notary Number

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EX-12

EXHIBIT 12

Computation of Ratio of Earnings to Fixed Charges

For the purpose of determining the ratio of earnings to fixed charges, “earnings” consist of income (loss) before income taxes, plus fixed charges and amortization of capitalized interest, less interest capitalized. “Fixed charges” consist of interest expense (including amortization of deferred financing costs, premiums, and discounts), amortization of capitalized expenses related to indebtedness, plus two-thirds of rental expense (this portion is considered to be representative of the interest factor), and are computed as follows:

	As of and for Year Ended December 31, (in thousands)
	2003			2004			2005			2006			2007
Earnings:
Pre-tax income (loss)	$	22		$	3,989		$	(3,475	)	$	(9,951	)	$	4,965
Add: Fixed charges	20,868			20,890			23,863			34,387			30,546
Add: Amortization of capitalized interest	62			65			67			71			75
Less: Interest capitalized	(140		)	(110		)	(106		)	(154		)	(159		)
Total Earnings	$	20,812		$	24,834		$	20,349		$	24,353		$	35,427
Fixed Charges
Interest expense	$	20,135		$	20,074		$	22,838		$	32,653		$	28,412
Interest capitalized	140			110			106			154			159
Estimated interest on rental expense	593			706			919			1,580			1,975
Total Fixed Charges	$	20,868		$	20,890		$	23,863		$	34,387		$	30,546
Ratio of Earnings to Fixed Charges(1)	1.00		x	1.19		x	0.85		x	0.71		x	1.16		x

(1)For the years ended December 31, 2005 and 2006, we had a deficiency of $3,514 and $10,034, respectively, in earnings to fixed charges.

EX-14.1

EXHIBIT 14.1

Jacobs Entertainment, Inc.

Code of Ethics and Business Conduct

TABLE OF CONTENTS

Introduction to the JEI Code of Ethics and Business Conduct	2
How to Obtain Guidance on a Compliance Issue or to Report a Concern	3
Quick Reference of Policies	4
Antitrust, Gaming, Securities and Other Laws	6
Insider Trading	7
Regulation Full Disclosure (FD) Compliance	7
Conflicts of Interest	7
Confidential Information	9
Loans to Executives	9
Equal Employment Opportunity	9
Harassment-Free Work Environment	10
Employee Privacy	10
Fraud, Theft, Payments, Kickbacks or Similar Conduct	11
Cooperation with Independent Auditors	11
Records Retention	11
Foreign Transactions	11
Gifts and Gratuities	12
Safeguarding Company Assets	12
Use of Computer Resources, Including Software Acquisition, Protection and Distribution	12
Drug-Free Workplace	13
Responding to Inquiries from the Press and Others	13
Environment, Health and Safety	13
Political Activity	14
Director of Internal Audit	14
JEI Compliance Program Organizational Chart	15
Acknowledgement Form	16

Introduction to the Jacobs Entertainment, Inc.

Code of Ethics and Business Conduct

This Code of Ethics and Business Conduct (the Code) explains the standards of behavior that Jacobs Entertainment, Inc. and each of its subsidiaries (collectively referred to as “JEI” or the “Company”) expects of its employees while performing their daily job activities and dealings with others.  High standards of ethical behavior and workplace conduct make good business sense.  They serve as the cornerstone of our reputation as an organization.  Our ability to attract customers and quality employees depends on this reputation.  Your actions may enhance, simply maintain, or severely damage the standards that we have developed.  Therefore, it is expected that you will exercise the highest standards of ethics in all of your decisions that may impact the Company.  The Code cannot foresee every situation that might arise.  Rather, it identifies guiding principles to help you make decisions consistent with JEI’s values and reputation.  You should also familiarize yourself with various corporate policies that provide more detailed guidance on specific issues that may affect your work.  This Code applies at all times, without exception, to all members of the Board of Directors and all JEI employees.

It is the policy of Jacobs Entertainment, Inc. that the principal executive officer, executive officers, the senior financial officers (individually, an “Officer,” and collectively, the “Officers”) and all employees of JEI advocate and adhere to the following principals governing their professional and ethical conduct in the fulfillment at all their respective responsibilities:

As an officer, director or employee of JEI, you are expected to:

1.Act with honesty and integrity and in an ethical manner to seek and promote the interests of the Company;

2.Deal fairly with the Company’s customers, suppliers, competitors and employees;

3.Avoid conflicts of interest between your personal interests and the interests of the Company and seek to avoid the appearance of such conflicts of interest.  A conflict of interest may arise when an individual takes actions or has interests that make it difficult to perform their Company duties objectively and effectively, or when an individual uses their position at the Company for improper personal benefit;

4.Comply with laws of federal, state and local governments applicable to the Company, and the rules and regulations of agencies having jurisdiction over the Company including, but not limited to, the laws pertaining to insider trading of Company securities;

5.Act in good faith, responsibly, with due care, without misrepresenting or omitting material facts or allowing their independent judgment to be compromised;

6.Respect the confidentiality of information acquired in the course of the performance of your responsibilities except when authorized or otherwise legally obligated to disclose such information;

7.Never use confidential information acquired during the course of the performance of your responsibilities for improper personal advantage;

8.Proactively attempt to promote ethical behavior among your subordinates and peers;

9.Use Company assets and resources employed or entrusted to you in a responsible manner for legitimate business purposes and not for improper personal advantage;

10.Never exploit corporate opportunities or compete with the Company; and

11.Always comply with the laws and regulations of the jurisdictions within which the Company conducts business.

The Company will endeavor to:

1.Enhance customer confidence and enjoyment of our gaming system;

2.Agree to make its systems and practices available for inspection and review by any legitimate gaming commission or governmental authority;

3.Design all services to protect customer privacy and confidentiality;

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4.Institute controls to detect and eliminate fraud and to protect technological data and the Company’s computer systems;

5.Be truthful in all advertising and promotional efforts and publish only accurate information about its operations;

6.Provide controls to deter minors from accessing the Company’s gaming, wagering or liquor service facilities.  These controls require customers to declare that they are of lawful age and that JEI institute reasonable measures to verify this information;

7.Increase awareness, advocate treatment and promote research and education on problem gambling through various problem gambling coalition groups;

8.Conduct its banking and financial affairs in accordance with accepted standards of internationally recognized banking institutions; and

9.Adhere to all jurisdictional laws pertaining to transaction reporting.

How to Obtain Guidance on a Compliance Issue or to Report aConcern

Each officer, manager and supervisor is responsible for ensuring that their employees know, understand and comply with our Company’s policies, our Code of Ethics and Business Conduct and all applicable laws and regulations.  Company policies can be found at www.bhwk-hr.com in the JEI Corporate Manual and Policies section. Several of the policies contain procedures for obtaining guidance or reporting a concern or violation.  If there is no procedure in the policy, or you do not believe you can follow the procedure outlined in a policy, you should proceed as follows:

Obtain guidance from, or promptly report your concern to, your immediate supervisor.  If you should feel uncomfortable discussing the issue with your immediate supervisor, you should bring the matter to the attention of your Department Director, your Human Resources representative, the Corporate Director of Human Resources, or the Director of Internal Audit.  If you prefer to maintain complete anonymity, you can contact our whistleblower hotline as follows:

JEI Hotline— 1-866-294-5572 (toll-free)

To the extent practical JEI will protect the anonymity of an employee who reports any suspected misconduct.  It is the Company’s policy that every employee who acts in good faith in reporting possible violations will be free from reprisal, retaliation or negative consequences in their on-going employment as a result of such reporting.  In the event of an internal investigation, you will be informed of the outcome as soon as is practicable under the circumstances.

Violation of JEI’s Code of Ethics and Business Conduct may result in disciplinary action, up to and including termination of employment.  Violations may include non-compliance with JEI policies, lack of supervision or diligence in enforcing Company policies, providing false or misleading information, as well as any retaliatory actions, direct or indirect, against an employee who reports a reasonably suspected violation or other misconduct of this Code.

Any infraction or potential infraction of this Code by any Officer or employee should be promptly reported to your immediate supervisor, Department Director, your Human Resources representative, the Corporate Director of Human Resources, or the Director of Internal Audit. The Corporate Compliance Officer will assist with reporting in the absence of the Director of Internal Audit. The Director of Internal Audit shall report all such reported infractions and potential infractions to the Audit Committee of JEI. There shall be no reprisals for reporting an actual or possible violation of this Code.  The Audit Committee shall have the power and authority to monitor compliance with the Code, investigate reported or alleged violations (or potential reported violations) of the Code, make determinations (including acting on requests for waivers from the provisions hereof) and make recommendations to the Board of Directors with respect to penalties and consequences for violations of this Code.  The Board of Directors of the Company is authorized to take appropriate disciplinary action, including dismissal of the offender if, in the opinion of

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the Board, the violation of the Code is serious and detrimental to the Company.  Conflicts of interest will be resolved by the Board with the interests of the Company as the paramount consideration.

Quick Reference of Policies

Antitrust, Gaming, Securities and Other Laws	Employees must comply with all laws and regulations, including all antitrust, gaming, liquor and securities regulations and laws. No employee may retaliate against another for reporting criminal activity.
Insider Trading	Employees must strictly adhere to the prohibitions against insider trading and must not disclose “inside information” to other persons.
Regulation FD Compliance (Full Disclosure)	Senior officials and employees who communicate regularly on the Company’s behalf with the investment community must comply with the SEC’s Regulation FD which requires public disclosure of any “material” information that has been disclosed to any person in the investment community.
Conflicts of Interest	Employees and their immediate relatives must avoid taking any action that creates, or appears to create, a conflict between their personal interests and the interests of the Company for improper personal gain.
Confidential Information	Employees must refrain from disclosing certain business information, market sensitive data, or any other proprietary information without appropriate management approval.
No Loans to Executives	JEI may not make or arrange loans to its executive officers or directors.
Equal Employment Opportunity	It is the Company’s policy not to discriminate against applicants or employees on the basis age, race, sex, veteran status, color, religion, national origin, disability or sexual orientation or any other status protected by applicable federal, state or local law.
Harassment-Free Work Environment	No form of harassment will be tolerated.
Employee Privacy	It is the Company’s policy to respect the privacy of all employees. However, employees shall have no expectation of privacy in their use of business tools or in their work spaces or property on the Company premises.
Fraud, Theft, Payments, Kickbacks or Similar Conduct	Employees may not engage in any scheme to defraud any person out of money, property, or services, including by theft, fraud or embezzlement. The receipt of fees, loans, or other payments resulting from transactions involving the Company or its

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	subsidiaries and affiliates is strictly prohibited. No employee will provide or accept kickbacks, including those in the form of currency, services, other assets or reductions of personal debts.
Cooperation with Independent Auditors	Employees may not intentionally mislead the Company’s independent public accountants in connection with their audit of the Company’s financial statements.
Records Retention	It is illegal to destroy or conceal documents, records or other information with the intent of impairing the integrity or availability of the information for use in a government investigation.
Foreign Transactions	Employees must comply with the Foreign Corrupt Practices Act. By doing so, they may not pay money or anything of value to foreign government officials, parties or political candidates for the purpose of influencing the acts or decisions of such officials in order to obtain business or obtain any improper advantage. Employees may not cooperate in any way with boycotts between foreign countries not sanctioned by the United States.
Gifts and Gratuities	Gifts and other forms of special benefits to or from customers, suppliers or competitors, of JEI can raise ethical and legal questions that could potentially embarrass or damage JEI. Therefore, caution is required when dealing with such matters. It is your responsibility to ensure that your acceptance of meals, refreshments or entertainment is proper and could not reasonably be construed in any way as an attempt to secure favorable treatment from you.
Safeguarding Company Assets	Employees may not use, spend, or dispose of Company property for personal use or benefit, or in a manner or for a cause that is unethical or illegal. All financial reports must be truthful, accurate and reliable.
Use of Computer Resources, Including Software Acquisition, Protection and Distribution	The employees of any operating unit or support function that internally develops, or purchases software must ensure that appropriate intellectual property rights (e.g., copyrights and patents) are obtained and secured. Such software must be properly licensed or owned by the Company and must be protected.
Drug-Free Workplace	The Company prohibits the unlawful possession, manufacture, use, or distribution of controlled substances in the workplace or at any place where an employee could be construed to be a representative of the Company or one of its subsidiaries or affiliates.
Responding to Inquiries from the Press and Others	Employees should refer all inquiries from the media, shareholders and the financial community to the President of Jacobs Entertainment, Inc.

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Environment, Health and Safety	It is the Company’s policy to comply with all environmental, health and safety laws and regulations. Employees should be environmentally aware and sensitive and are required to report any non-compliance with environmental laws or regulations. Employees should report all accidents, injuries, occupational illnesses and unsafe conditions or practices.
Political Activity	The Company shall comply with all election and campaign funding laws, requirements and prohibitions. Under no circumstances may any funds or property of the Company be used, directly or indirectly, to support or assist the candidacy of any person seeking elected office without the prior consent of the CEO or the President.
Discipline and Reporting	Non-compliance with the Code may result in discipline, up to and including termination of employment. Employees are expected to report violations of the Code for investigation and appropriate action.
Director of Internal Audit	The Director of Internal Audit will monitor reports of alleged wrongdoing, conduct investigations as appropriate, implement and make appropriate modifications to the Code, and report to the Audit Committee on a regular basis.

Antitrust, Gaming, Securities and Other Laws

It is JEI’s practice to compete vigorously, aggressively and fairly, in accordance with applicable laws and regulations.  You are expected to generally understand the laws and regulations that apply to your job and to act in accordance with them.

Antitrust law can be very complex.  In general, we are to compete without any anticompetitive understandings or agreements with our competitors, suppliers, dealers and/or customers.

All employees are expected to conduct themselves in accordance with and at all times abide by the gaming and liquor regulations and laws governing the jurisdiction in which they work.

You should avoid discussion or agreements with competitors (even informal ones) regarding prices, terms or conditions of sales, credit or billing practices, costs, profits (or profit margins), market shares, bids, requests for proposals, intent to do business (or not) with particular suppliers or territories, or plans to build or expand existing businesses.

You should maintain our independence of judgment in the pricing, marketing, purchasing and selling of all products and services.  Avoid inaccurate or misleading statements about competitors, suppliers, customers or their offerings.  We succeed by offering competitively priced, quality products and services, not by attempting to prevent anyone from entering a market, or by disparaging any competitor, supplier or customer or trying to “put them out of business.”

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Our purchasing decisions are based on fair and objective criteria, not on whether a supplier agrees to use our goods and services.  Do not suggest to suppliers that purchasing decisions depend on the supplier’s use of our goods or services or that failing to do business with a subsidiary or affiliate could jeopardize business with the parent company.

You should report illegal activity and unethical conduct.  Neither JEI nor any of its employees may retaliate against any person for providing information, reasonably believed to be truthful, to any law enforcement officer relating to the commission or possible commission of a crime.

Insider Trading

In the course of your duties, you may become privy to “inside information” within the meanings of state or federal securities laws.  This means material, non-public information that might have an effect on our bond (or perhaps as the result of a future equity offering, our stock) price if the information were publicly known.  You should also be aware that the same prohibition against insider trading applies to trading in the stock of our customers, suppliers or any other company if you have insider information about them.  Employees are strictly prohibited from providing inside information to other persons as this information might influence their trading activities of financial transactions.

Examples of such “insider information” may include: expansion plans, major management changes, current or future earnings projections, new contacts or projects, mergers, acquisitions or divestitures or other such material matters.

It is your responsibility to understand laws and policies that may apply to you.  Further information on blackout periods, pre-clearance and other matters related to insider trading may be obtained through the office of the President.

Regulation FD (Fair Disclosure) Compliance

It is federal law and, accordingly, our practice at JEI, that all senior officials and all employees who regularly communicate on the Company’s behalf with the investment community comply with Regulation FD  (Fair Disclosure) adopted by the U.S. Securities and Exchange Commission.  Regulation FD generally provides that when the Company or any person acting on its behalf discloses “material” non-public information to the holders of JEI securities, broker-dealers, investment advisors, investment managers, investment companies, hedge funds, investors, industry analysts and the affiliates of any of these, the Company is required to make a public disclosure of the same information.

Conflict of Interest

You may not engage in any activity, or become involved in any arrangement, directly or indirectly, which will conflict, or may be reasonably viewed as conflicting, with your responsibilities to JEI.  This includes the use of JEI’s name, information or goodwill for your personal gain or that of others.  A conflict of interest may arise from your involvement, or another person acting on your behalf, in certain business or personal activities that may currently, or potentially conflict with your duties at JEI.

A conflict may exist regardless of your intent.  If you believe that you are, or may become, involved in a conflict of interest, you should address the issue promptly.

To avoid such situations, employees must:

1.Select and deal with suppliers, vendors, customers and other persons doing or seeking to do business with JEI in a completely fair and objective manner without favor or preference based upon personal financial considerations.

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2.Not engage in any direct financial, managerial or other relationship with any supplier, customer, competitor or regulatory agency that could give rise to an actual or potential conflict of interest or the appearance of a conflict of interest.

3.Not engage, directly or indirectly, in any association or activity (whether for profit of not) that might impair or appear to impair the ability to make objective and fair decisions on behalf of JEI, or that might not otherwise be in the best interest of JEI.  This includes, for example, directly or indirectly engaging in competitive activities, diverting a business opportunity from JEI, or improperly using or disclosing Confidential Information.

4.Select and deal with suppliers, customers and other persons doing or seeking to do business with JEI in a completely fair and objective manner without favor or preference based upon personal financial considerations.

5.Not accept from or give to any supplier, customer or competitor any gift or entertainment except as permitted under the section entitled “Gifts and Gratuities.”

6.Not do business with a close relative or business entity with which the employee or a relative is associated, except where such dealings are on arm’s-length terms, have been fully disclosed to the Director of Internal Audit, the Corporate Director of Compliance or the Corporate Director of Human Resources and have been reviewed and given approval by the Board of Directors.

7.Not directly or indirectly own a substantial financial interest in any firm or corporation that is a competitor of the Company or who seeks to do business with JEI.  Guidelines include stock ownership of less than 1% in companies traded on a national securities exchange is not considered to be a conflict of interest, nor is any other ownership if it is less than 5% of the employee’s total assets of 10% of his or her net worth.

Employees involved with vendor or contract negotiations should make disclosures regarding any investments or ownership interest, including the ownership of stock traded on the national securities exchanges, which may be reasonably construed to create an actual or apparent conflict of interest.  A conflict of interest disclosure may be reported to the Director of Internal Audit, the Corporate Director of Compliance or the Corporate Director of Human Resources. Please refer to the “Conflict of Interest” section in the Employee Handbook for additional information.

You must not directly or indirectly deprive JEI of a business opportunity discovered in the normal course of performing your duties, including diversion of a business opportunity to your own or someone else’s account.

Employment with Jacobs Entertainment, Inc. is an employee’s primary focus.  To avoid any potential conflict, employees must inform their supervisor or the Corporate Director of Human Resources of other employment for clarification as to whether or not a conflict exists.  If an employee is found working in a “conflict” situation, he or she may be asked to terminate his or her other position immediately.

Additionally, under no circumstances may you perform the service of an independent contractor or consultant for any competitor, customer or supplier of JEI.

Furthermore, you must not engage in any employment or activities that could cause embarrassment to, jeopardize the interest of, use proprietary information of, or interfere with the operations of JEI.

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Confidential Information

Employees understand and acknowledge that, by virtue of their employment with the Company, they will have access to Confidential Information. Confidential Information may not be disclosed to any person or entity outside the Company, without prior management approval. Removal from the company premises means the actual physical removal of information as well as the transmittal of information via fax, telephone, e-mail or any other form of electronic communication, except in the ordinary course of performing your job duties on behalf of the Company.

Employees agree to maintain any and all Confidential Information acquired by them in the course of their employment in confidence and to use such information only in the interest of the Company and not for the employee’s own benefit or the benefit of any other third party. In addition, all employees are expected to conduct their business activities to avoid losses, legal exposure, or embarrassment to the Company.

Confidential Information acquired in the course of employment must not be used for individual benefit or for the benefit of any party other than the Company. Access to Confidential Information does not carry with it personal benefit or advantage but imposes an obligation to keep such information secret and confidential and to use it solely in the interest of the Company.

Employees agree not to discuss Confidential Information outside the Company, and to discuss such Confidential Information within the Company strictly on a “need to know” basis. Employees also agree to avoid unnecessary disclosure of Confidential Information about the Company and its clients. This Agreement is not intended to interfere with normal business communications and relationships, but is intended to alert employees to their obligation to use discretion in safeguarding the Company’s internal affairs. Please see the “Confidentiality and Non-Solicitation Agreement” Policy for further information, if applicable.

Loans to Executives

Federal law prohibits JEI from making or arranging loans to its executive officers or directors.  Because a loan is broadly defined to include any extension to credit, unusual transactions between directors and executive officers should be carefully examined.  For example an advance against the equity value of a home in connection with relocation would be considered loans made by JEI.  If you have a question about whether a transaction might be a loan, you should consult with the Director of Internal Audit before arranging the transaction.

Equal Employment Opportunity

The Company is dedicated to the principles of equal employment opportunity in any term, condition or privilege of employment.  We do not discriminate against applicants or employees on the basis of age, race, sex, color, religion, national origin, disability, sexual orientation veteran status or any other status protected by applicable federal, state or local law.

The Company will make reasonable accommodation for qualified individuals with known disabilities unless doing so would result in an undue hardship to the Company.  This policy governs all aspects of employment, including selection, job assignment, compensation, discipline, termination, and access to benefits and training. Please reference the Employee Handbook under Equal Employment Opportunity for additional information.

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Harassment-Free Work Environment

JEI is committed to maintaining a positive working environment free of harassment and we are sensitive to the diversity of our employees. The Company prohibits sexual harassment and harassment because of age, race, sex, color, religion, national origin, disability, sexual orientation or any other legally protected status.

Unlawful harassment includes verbal or physical conduct that has the purpose or effect of substantially interfering with an individual’s work performance or creating an intimidating, hostile, or offensive work environment. Inappropriate actions based on an individual’s age, race, color, national origin, religion, disability, or any other legally protected status will not be tolerated.

The Company strongly opposes sexual harassment and inappropriate sexual conduct. Sexual harassment is defined as unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature, when:

·Submission to such conduct is made explicitly or implicitly a term or condition of employment;

·Submission to or rejection of such conduct is used as the basis for decisions affecting an individual’s employment;

·Such conduct has the purpose or effect of substantially interfering with an individual’s work performance or creating an intimidating, hostile, or offensive work environment.

All employees are expected to conduct themselves in a professional and businesslike manner at all times. Inappropriate sexual conduct that could lead to a claim of sexual harassment is expressly prohibited by this policy.

If the Company determines that an employee’s behavior is in violation of this policy, appropriate disciplinary action will be taken against the offending employee, up to and including termination of employment.  Managers must report all violations of this policy to the Human Resources Department.  Failure to do so will not be tolerated.

The Company prohibits retaliation against an employee for filing a complaint under this policy or for assisting in a complaint investigation. If you perceive retaliation for making a complaint or your participation in the investigation, please follow the complaint procedure outlined above. The situation will be promptly investigated. For additional information, please reference the Harassment Free Work Environment section of the Employee Handbook.

Employee Privacy

The Company reserves the right to retrieve and review any message or file composed, sent or received.  It should be noted that although a message or file is deleted or erased, it is still possible to recreate the message.  Employees should have no expectations of privacy in their messages.  Although electronic mail and voice mail may allow the use of passwords for security, confidentiality cannot be guaranteed.  It is possible for messages to be retrieved and viewed by someone other than the intended recipient.  Furthermore, all passwords are known to the Company, as the system may need to be accessed by the Company in the absence of an employee.

All messages created, sent, or retrieved over the Internet are the property of the Company and should be considered public information.  The Company reserves the right to access and monitor all messages and files on the computer system at any time.  By using the company’s systems, employees consent to the company’s disclosure of any and all communications to law enforcement officials or other third parties.

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The Company provides and maintains the following forms of electronic communication, messaging agents and electronic facilities:  internal and external electronic mail (e-mail), telephone voice mail, internet access, and computer hardware and software.  As a condition of providing these electronic communications to its employees, the Company places certain restrictions on the use of these tools.

Employees are responsible for the content of all text, audio, or images they place or send over the Internet.  Fraudulent, harassing, or obscene messages are prohibited.  All messages on the Internet should be identified with the employee’s name.  Employees may not obscure the origin of messages and the information published should not violate or infringe upon the rights of others. The Employee Handbook under “Employee Privacy” has additional information that can be used as a resource on this topic.

Fraud, Theft, Payments, Kickbacks or Similar Conduct

JEI employees may not engage in any scheme to defraud anyone out of money, property or honest services.  Any act of an employee that directly or indirectly involves theft, fraud, embezzlement, misappropriation or wrongful conversion of any property, including that of JEI or any of its employees, suppliers or customers, is expressly prohibited.  No employee shall make any false written or verbal statement involving any JEI business or activity.

You may not accept personal commissions, fees, loans or any other form of payment arising from any transaction or business activity directly or indirectly involving JEI.  No employee will accept, provide, attempt to provide, or offer to provide a kickback to anyone for any reason.

These “payments” or “kickbacks” may include, but may not be limited to: money, fees, commissions, loans, gratuities, lavish trips, entertainment, recreation, personal services, accommodations, or any other form of value.

Cooperation with Independent Auditors

JEI’s management is responsible for the accuracy and completeness of JEI’s financial statements.  JEI and the investing public rely upon the skill and integrity of JEI’s management and also on the reports provided by our independent auditor on these financial statements.

The independent auditor’s report is dependant upon a thorough understanding of JEI’s financial reporting system and the information generated by it as well as the judgments and assumptions of our management.  Accordingly, it is critical that our independent auditors receive complete and truthful information and the full cooperation of our employees.  Those employees who provide information to JEI’s independent auditors must do so in a way that is accurate and complete.

Record Retention

JEI’s record retention policy provides guidance concerning the period of time during which certain information must be maintained before it can be destroyed.  Certain information is required to be maintained for a fixed period of time by regulatory agencies or for other reasons outlined in JEI’s records retention policy.  If a government investigation is initiated or contemplated all documents relevant to the subject matter of the investigation must, by federal and state law, be preserved.

Foreign Transactions

JEI is committed to ethical business practices both at home and abroad.  If you conduct business for JEI outside of the United States, you are expected to comply with all applicable laws and regulations governing such transactions.

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The Foreign Corrupt Practices Act makes it a crime to directly or indirectly offer, promise to pay or pay money or anything of value to foreign government officials, parties or political candidates for the purpose of influencing the acts or decisions of such officials in order to obtain business or obtain any improper advantage.  All JEI officers, employees and agents must keep accurate and truthful records reflecting payments and transactions for all foreign and domestic business activities.

Various federal laws govern trade between the United States and foreign countries and prohibit U.S. companies and their foreign subsidiaries from doing business with certain countries, agencies and individuals.  As these laws and regulations vary by country and type of goods or services, employees engaged in business transactions outside of the U.S. should obtain advice prior to engaging in such activities.

It is illegal and against Company practices for JEI employees to cooperate in any way with boycotts between foreign countries not sanctioned by the United States.  Any written or oral requests for boycott support or boycott-related information should be immediately reported.

Gifts and Gratuities

Gifts and other forms of special benefits to or from customers, suppliers, vendors or competitors, of JEI can raise ethical and legal questions that could potentially embarrass or damage JEI.  Therefore, caution is required when dealing with such matters.  It is your responsibility to ensure that your acceptance of meals, refreshments or entertainment is proper and could not reasonably be construed in any way as an attempt to secure favorable treatment from you.  No gifts of money should ever be accepted.  If you question the appropriateness of a gift, contact the Corporate Director of Human Resources or the Director of Internal Audit immediately as to the existence, nature and value of the gift.  As a general guideline, employees should consult with such persons before accepting gifts which exceed $50 in value.  Employees are prohibited from pursuing opportunities that are discovered through the use of corporate property, information or position, and using corporate property, information or position for personal gain, and/or competition with the Company.

Safeguarding Company Assets

JEI is strictly accountable for any funds and property entrusted to its care.  You are not to use, spend or dispose of Company funds, or property for personal use or benefit, or in a manner or for a cause that is unethical or illegal.

You are responsible for maintaining written records and expense reports in sufficient detail to completely, accurately and fairly reflect all transactions and expenditures made on behalf of JEI.  These documents must be prepared on a timely basis.  The falsification of any such documents with inaccurate or misleading data is prohibited.  Furthermore, you must accurately track and segregate any personal expenses that may be commingled with business expenses.  This includes segregating personal phone charges incurred via office or cellular telephone, or JEI-sponsored credit cards.

Use of Computer Resources, Including Software Acquisition, Protection and Distribution

Software, whether purchased or internally developed, and the intellectual property rights represented by software are valuable JEI assets and must be protected and managed in compliance with all software licensing requirements, restrictions and laws.  Such licensing agreements may prohibit copying or distributing such software for Company or personal use.

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Drug-Free Workplace

It is the goal of the Company to foster a work environment free from the behavior altering effects of illegal drugs and alcoholic beverages.  Use of alcohol and illegal drugs alter employees’ judgment resulting in increased safety risks, workplace injuries and faulty decision-making.  Therefore, working after the use of alcohol, a controlled substance or abuse of any other substances is prohibited, unless permission is obtained from senior management.  Furthermore, the possession, purchase, consumption (use) or sale of a controlled substance or alcohol on Company premises or while conducting Company business is prohibited.  Alcoholic beverages served in conjunction with an authorized Company event are an exception to this prohibition.

Employees shall, when drugs are prescribed by a medical professional, inquire of the prescribing professional whether the drug prescribed has any side effects which may impair the employee’s ability to safely perform the employee’s job duties.  If so, the employee shall obtain a statement from the medical professional indicating any work restrictions and their duration.  The employee shall present that statement to his or her supervisor prior to going on duty.

The Company may conduct unannounced inspections for controlled substances and/or alcohol in the workplace or on Company premises, including parking lots.  All property of the Company such as desks, lockers and file cabinets are subject to inspection.  Any personal property of employees brought on to the Company’s premises or work sites such as vehicles, lunch pails, purses and packages are subject to inspection.  Employees are expected to cooperate in any inspection.  Failure to do so will result in disciplinary action up to and including termination. Please reference the Employee Handbook under “Drug Free/ Alcohol Free Workplace” for further information.

Responding to Inquiries from the Press and Others

JEI has established policies for responding to inquiries from the press and from others legitimately seeking information about us. Please refer to the Public Relations /Media Inquiries Policy for additional guidance.  It is important that employees not attempt to answer such inquiries unless they are specifically authorized to do so.  Overall, our intention is to maintain a spirit of cooperation while always acting in JEI’s best interest and in accordance with applicable law.  Therefore, all inquires from the media, investors or the financial community as well as any legal inquiries should be directed to the office of the President of Jacobs Entertainment, Inc.

Environment, Health and Safety

It is the practice of JEI to manage our business in an environmentally responsible manner and to comply with all environmental laws and regulations.  You are required to maintain an environmental awareness concerning the activities you perform and to conduct those activities in a manner that fully complies with all environmental rules and regulations.  You are further required to immediately report to your supervisor, Department Head or the Director of Internal Audit any event you witness which may result in noncompliance of any environmental law or regulation.

It is also JEI’s policy to provide a safe and healthy environment for our employees and visitors to its premises.  To this end you are expected to conduct operations in a manner that meets applicable health and safety laws and regulations. You are required to immediately report any and all accidents, injuries, occupational illness, unsafe conditions or practices to your supervisor and the security department. See the Employee Handbook for additional information related to Safety and Violence in the Workplace.

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Political Activity

Participation in the American political system is the right of every individual.  We encourage our employees, as responsible citizens, to support candidates and ballot measures of their choice at all levels of government.  The policies outlined below are not intended to discourage employees from individual political activity during their off-duty hours.

The Company shall comply with all election and campaign funding laws, requirements and prohibitions.  Under no circumstances may any funds or property of the Company be used, directly or indirectly, to support or assist the candidacy of any person seeking elected office without the prior consent of the CEO.

All political contributions made at all by JEI, will only be made by authorization of the CEO of JEI.

Director of Internal Audit

The JEI Board of Directors has approved and directed that the Director of Internal Audit report to the Audit Committee and further has directed the Director of Internal Audit to assist in implementing and supervising the Code throughout JEI.  In implementing the Code, the Director of Internal Audit will:

·Report to the Audit Committee as necessary or requested;

·Audit compliance with the Code;

·Deal with legal counsel and others in investigating suspected violations of the Code or the law after conferring with the CEO and President;

·Report violations to appropriate governmental authorities after conferring with the CEO and President;

·Establish and monitor programs to train employees about the Code and other compliance and ethics issues;

·Deal with issues submitted to him or her; and

·Oversee the updating and supplementing of the Code.

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JEI Hotline

Organization Chart

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Jacobs Entertainment, Inc.

Code of Ethics and Business Conduct

Acknowledgement Form

I have received a copy of the Jacobs Entertainment, Inc. Code of Ethics and Business Conduct dated September XX, 2007. I understand it is my responsibility to become familiar with the Code. I will be held accountable for following the Code of Ethics and Business Conduct. Failure to adhere to the standards set forth in the Code of Ethics and Business Conduct will result in disciplinary action up to and including termination.

Name – Print
Signature
Date	Location

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EX-21.2

EXHIBIT 21.2

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 Incorporationor Organization	Primary StandardIndustrial Classification Code Number	Percent Owned	I.R.S. EmployerIdentification 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
Winner’s Choice Casino, Inc.	Louisiana	7993	100%	72-1227314
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
Jalou Fox, LLC	Louisiana	7993	100%	20-3747037
Jalou Silver Dollar, LLC	Louisiana	7993	100%	20-5884711
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
Jacobs Nautica Development, Inc.	Delaware	7948	100%	26-2147084

* Utilize same Employer Identification Number.

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer Under

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey P. Jacobs, certify that:

1.I have reviewed this Annual Report on Form 10-K of Jacobs Entertainment, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 25, 2008
Signature:	/s/ Jeffrey P. Jacobs
	Jeffrey P. Jacobs
Title:	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Executive Officer Under

Section 302 of the Sarbanes-Oxley Act of 2002

I, Brett A. Kramer, certify that:

1.I have reviewed this Annual Report on Form 10-K of Jacobs Entertainment, Inc. (“registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 25, 2008
Signature:	/s/ Brett A. Kramer
	Brett A. Kramer
Title:	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Jacobs Entertainment, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Jeffrey P. Jacobs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.the Annual Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2.the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeffrey P. Jacobs
Name:	Jeffrey P. Jacobs
Title:	Chief Executive Officer
Date:	March 25, 2008

EX-32.2

EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Jacobs Entertainment, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Brett A. Kramer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.the Annual Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2.the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brett A. Kramer
Name:	Brett A. Kramer
Title:	Chief Financial Officer
Date:	March 25, 2008