MEMBERSHIP INTERESTS PURCHASE AGREEMENT

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated February 22, 2005 (“Agreement Date”), is entered into by and between GAMECO HOLDINGS, INC. , a Delaware corporation (“Seller”), and JACOBS ENTERTAINMENT, INC. , a Delaware corporation (“Buyer”).  Capitalized terms not defined in context are defined in Section 13.15.

RECITALS

A.                                    Seller is the sole member of each the following Louisiana limited liability companies: (i) JALOU BREAUX BRIDGE, LLC (“Breaux Bridge”); (ii) JALOU EUNICE, LLC (“Eunice”); and (iii) JALOU OF JEFFERSON, LLC (“Jefferson”)(Breaux Bridge, Eunice and Jefferson are collectively, the “Truck Stops” and sometimes individually, each a “Truck Stop”).

B.                                      Breaux Bridge operates a truck stop, convenience store, restaurant, fueling operation and video draw poker gaming parlor located at 1869 Mills Highway, Breaux Bridge, St. Martin Parish, Louisiana.

C.                                      Eunice operates a truck stop, convenience store, restaurant, fueling operation and video draw poker gaming parlor located at 3747 Highway 190, Eunice, St. Landry Parish, Louisiana.

D.                                     Jefferson operates a truck stop, convenience store, restaurant, fueling operation and video draw poker gaming parlor located at 7340 Westbank Expressway, Marrero, Jefferson Parish, Louisiana.

E.                                       Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, upon the terms and subject to the conditions of this Agreement, all of the membership interests of each of the Truck Stops (collectively, the “Membership Interests”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements, terms, conditions, covenants, representations and warranties hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Article 1.
PURCHASE AND SALE OF MEMBERSHIP INTERESTS

1.1.                               Purchase and Sale of Membership Interests .  At the Closing and effective as of the Closing Date, (a) Seller will sell, transfer and assign, free and clear of all Liens or Claims whatsoever, all of the Membership Interests to Buyer or its designee or nominee, and (b) Buyer will purchase the Membership Interests from Seller and deliver to Seller the Purchase Price (as defined in Section 1.2 ).

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1.2.                               Purchase Price .

1.2.1.                      The purchase price for the Membership Interests (the “Purchase Price”) shall be Twenty-Two Million Five Hundred Thousand and no/100 Dollars ($ 22,500,000.00).

1.2.2.                      The Purchase Price shall be paid to the Seller by wire transfer of immediately available funds on the Closing Date.

1.3.                               Transfer Taxes .  Buyer and Seller shall share equally any and all transfer or similar Taxes (but excluding all withholding taxes computed on the basis of net income) – (“Transfer Taxes”) imposed upon either party hereto as a result of the transactions contemplated hereby.  To the extent any exemptions from such Transfer Taxes are available, Buyer and Seller shall cooperate to prepare any certificates or other documents necessary to claim such exemptions.

Article 2.
GAMING RIGHTS OPTION

2.1.                               Grant of Option .                                                         As additional consideration for the Buyer’s purchase of the Membership Interests hereunder, to be effective at the Closing hereunder and contingent upon the same, Seller, Jeffrey P. Jacobs and Richard E. Jacobs (collectively, the “Optionors”) do hereby grant to Buyer the right, but not the obligation, to acquire any and all interests any of the Optionors may own, whether now owned or hereafter acquired and whether held jointly or severally, in any Gaming Assets or in any Entity that owns any Gaming Assets (the “Option”) during the Option Term.  The parties acknowledge that this Agreement is intended to and does grant multiple options, one for each Gaming Asset covered by the Option during the Option Term and that the exercise of the Option with respect to any one Gaming Asset shall not preclude the exercise of the Option at a later time with respect to any other Gaming Assets that are or may become subject to the Option.  Notwithstanding the foregoing, no Passive Gaming Investment held by any Optionor at any time shall be subject to the Option or the covenants described in Section 2.4 below.

2.2.                               Option Term .                        The Option may not be exercised prior to the eighteenth (18th) monthly anniversary of the Notes Closing Date, and the Option shall expire immediately upon the payment in full of the Notes (“Option Term”).  The Option shall be exercised by delivering written notice (“Option Notice”) of the Buyer’s intent to exercise the Option pursuant to the Notice provisions of Section 13.4 below, and identifying the specific Gaming Asset(s) to be purchased.  The Option may not be rescinded or canceled without the prior written consent of the majority of the holders of the principal balance then outstanding of the Notes.

2.3.                               Purchase Price and Closing .                                     The purchase price for any Gaming Assets purchased pursuant to the exercise of the Option (“Option Purchase Price”) shall be equal to the applicable Optionor’s actual cost of such Gaming Assets.  Absent manifest error, the determination of the Option Purchase Price shall be the actual cost basis of such Gaming Assets as reflected in the books and records of the applicable Optionor.  The Closing of any purchase

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under the Option shall take place at the Buyer’s principal place of business and shall occur not later then ninety (90) days following the applicable Optionor’s receipt of the Option Notice.  The Option Purchase Price shall be paid in cash, or immediately available funds, at such closing.  The parties shall execute a separate purchase agreement in form and substance substantially similar to this Agreement for the purchase of any Gaming Assets following the exercise of the Option, with such additions or modifications as shall be necessary to convey the particular Gaming Assets that are the subject of the Option.

2.4.                               Additional Covenants .

2.4.1.                      In addition to the foregoing and not in lieu thereof, as additional consideration for the Buyer’s purchase of the Membership Interests hereunder, each of the Optionors covenants and agrees that commencing on and after the Note Closing Date and continuing throughout the Option Term, each Optionor will hold any ownership interests in any Gaming Assets either through the Buyer or a wholly-owned subsidiary of the Buyer; excluding, only, any Gaming Assets owned by an Optionor on the Note Closing Date,

2.4.2.                      Notwithstanding the foregoing Section 2.4.1 and as an exception thereto, any Optionor may purchase ownership interests in or the assets of truck stops located within the State of Louisiana, whether or not such ownership interests or assets are held in the Buyer or a wholly-owned subsidiary thereof, provided, however, each Optionor, as applicable, agrees that such ownership interests or assets after acquisition of the same shall be Gaming Assets for all purposes hereunder and shall be subject to the rights of the Buyer under the Option.  Each Optionor, as applicable, agrees to execute such additional documents as may be necessary to comply with the terms and conditions of this Section 2.4.2.

2.5.                               Right of Sale .  Nothing contained in this Article 2, including but not limited to the grant of the Option, is intended to, nor shall it be construed as, restricting any Optionor’s right to sell any Gaming Assets to a third party prior to the Buyer’s exercise of the Option with respect to those particular Gaming Assets.

2.6.                               Acknowledgment of Consideration .   Jeffrey P. Jacobs and Richard E. Jacobs, individually, acknowledge and agree that the payment of the Purchase Price under this Agreement by Buyer to Seller has separate direct and indirect economic benefit to each of them and is sufficient consideration for their covenants and agreements under this Article 2.

2.7.                               Noteholders .  The rights of the Buyer and the obligations of the Optionors set forth in this Article 2 are for the benefit of the holders of the Notes and no such right or obligation may be amended, waived, terminated or otherwise modified without the prior written consent of the holders of a majority of the outstanding principal amount of the Notes.

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Article 3.
CLOSING AND DELIVERIES

3.1.                               General .  The closing of the transactions contemplated herein (other than the transactions contemplated by Article 2)(the “Closing”) shall take place at 10:00 a.m. on or before March 15, 2005, at the offices of Hahn Loeser & Parks, LLP, 3300 BP Tower, 200 Public Square, Cleveland, Ohio 44114-2301, or such other time, date and place as the parties may agree.  The effective time of closing shall be 12:01 a.m. (the “Effective Time”) on the date of the Closing (the “Closing Date”).

3.2.                               Seller’s Closing Deliveries .  On the Closing Date, Seller shall deliver, or caused to be delivered, to Buyer the following items:

3.2.1.                      Membership Interests .  An instrument of assignment, in form and substance reasonably acceptable to the Buyer and Buyer’s legal counsel, conveying the Membership Interests to Buyer, together with the certificates of membership interests issued by each of the Truck Stops to the Seller;

3.2.2.                      Receipt .  A receipt evidencing receipt by Seller of the Purchase Price (the “Receipt”);

3.2.3.                      Limited Liability Company Records .  All of the original limited liability company records, including company record books, etc., for each of the Truck Stops;

3.2.4.                      Officer’s Certificate .  A certificate of an officer of Seller to the effect that the conditions set forth in Sections 9.1 and 9.2 have been satisfied;

3.2.5.                      Good Standing Certificates .  A good standing/full force and effect certificate, as applicable, dated not more than thirty (30) days prior to the Closing Date, for the Seller and each of the Truck Stops;

3.2.6.                      Secretary’s Incumbency Certificate .  A certificate of the Secretary for the Seller certifying (a) the current officers of the Seller and each of the Truck Stops, (b) a current copy of the Seller’s Articles of Incorporation and the Articles of Organization for each of the Truck Stops, (c) a current copy of the Seller’s By-laws and the Operating Agreement of each of the Truck Stops, and (d) a copy of the Seller’s resolution authorizing the sale contemplated by this Agreement; and

3.2.7.                      Updates to Schedules .  An update to each of the Schedules attached to this Agreement identifying any changes between the Agreement Date and the Closing Date.

3.3.                               Buyer’s Closing Deliveries .  On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller the following items:

3.3.1.                      Wire Transfer .  The Purchase Price, paid by wire transfer in immediately available funds to an account specified in writing by Seller prior to the Closing;

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3.3.2.                      Officer’s Certificate .  A certificate of an officer of Buyer to the effect that the conditions set forth in Sections 10.1 and 10.2 have been satisfied;

3.3.3.                      Good Standing Certificate .  A good standing certificate, dated not more than thirty (30) days prior to the Closing Date, for the Buyer;

3.3.4.                      Secretary’s Incumbency Certificate .  A certificate of the Secretary for the Buyer certifying (a) the current officers of the Buyer, (b) a copy of the Buyer’s Certificate of Incorporation and By-laws and (c) a copy of the Buyer’s resolution authorizing the sale contemplated by this Agreement.

Article 4.
DUE DILIGENCE

4.1.                               Due Diligence Period .  Beginning on the Agreement Date and continuing thereafter until the Closing Date (“Due Diligence Period”), Buyer shall have the right to perform the following due diligence pursuant to the terms and conditions hereof:

4.2.                               General Testing and Inspections .  Buyer shall have the right, during the Due Diligence Period, to conduct such engineering, environmental, general business and feasibility studies, audits, test, reviews and/or surveys of any or all of the Truck Stops and their respective assets, liabilities, operations (including gaming operations and records), financial performance and affairs, as the Buyer deems necessary, including soil tests, borings, drainage tests and similar tests on any land or improvements owned or leased by any of the Truck Stops, and audits and reviews of any of the financial and business records, operations, documents and instruments of the Seller pertaining to any of the Truck Stops or their operations.  Such studies shall be conducted by the Buyer and its agents at the Buyer’s sole cost and expense.  Subject to reasonable advance notice, the Seller and each of the Truck Stops agrees to allow Buyer and its agents access to all assets, records, documents and instruments of the Truck Stops to conduct such studies and audits, provided such access shall not unreasonably interfere with the activities of the Seller or any of the Truck Stops.  Buyer shall, and does hereby, save, defend, indemnify and hold the Seller and each Truck Stop harmless from and against all claims, lawsuits, judgments, losses, liabilities or expenses of any kind or nature which may be asserted against or incurred by the Seller or any of the Truck Stops as the result of the Buyer’s or its agents’ actions and activities conducted pursuant to this Section 4.2 . The Buyer shall keep the results of all due diligence activities confidential unless specifically directed or required to disclose the same under any federal, state or local law, rule or regulation or upon the order of any court or governmental agency.  Notwithstanding any other provisions of this Agreement or any documents contemplated hereby to the contrary, the obligation of the Buyer to defend, indemnify and hold harmless the Seller and each of the Truck Stops under this Section 4.2 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or the termination of this Agreement.

4.3. Title Insurance.   Prior to the Closing, Buyer may cause to have delivered to Buyer a commitment from a title insurance company reasonably acceptable to Buyer to issue as of the Closing Date for any real property owned or leased by any of the Truck Stops, in the customary form prescribed for use in the State of Louisiana (collectively, the “Title Policy”).  Seller shall

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deliver any information as reasonably may be required by Buyer’s title insurance company under the requirements section of the title insurance commitment or otherwise in connection with the issuance of Buyer’s title insurance policy.  Seller shall provide an affidavit of title or such other information as Buyer’s title insurance company may reasonably require in order for the title insurance company to delete the standard exceptions and to insure over the “gap” (i.e., the period of time between the effective date of the title insurance company’s last checkdown of title and the Closing Date) and to cause the title insurance company to delete all standard exceptions from the final title insurance policy.

4.4.                               Financial Statements .  As of the Agreement Date, Seller has delivered, or caused to be delivered, to the Buyer a Statement of Income and Balance Sheet for each Truck Stop for the full calendar year ending on December 31, 2004 (collectively, the “Financial Statements”), in such detail as may be reasonably requested by the Buyer.

Article 5.
SELLER’S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer as follows:

5.1.                               Organization and Authorization .

5.1.1.                      Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

5.1.2.                      Each of the Truck Stops is a limited liability company duly organized, validly existing and in full force and effect under the laws of the State of Louisiana.  None of the Truck Stops has any subsidiaries.

5.2.                               Validity of Agreements .  Seller has the power and authority to enter into this Agreement and all other agreements and instruments executed and delivered or to be executed and delivered under this Agreement (the “Transaction Documents”) to which Seller is a party.  The execution, delivery and performance by Seller of this Agreement, the Transaction Documents and the other documents and certificates contemplated therein have been duly authorized by all necessary corporate action on the part of Seller.  This Agreement is, and when executed and delivered at the Closing, the Transaction Documents to which Seller is a party and all other documents and certificates contemplated therein will be, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms.

5.3.                               Non-Contravention .  The execution and delivery by Seller of this Agreement, the Transaction Documents to which Seller is a party and all other documents and certificates contemplated therein and the consummation and performance by Seller of the transactions contemplated by this Agreement and the Transaction Documents will not (i) violate any provision of the Articles of Incorporation or the By-laws of Seller or Articles of Organization or Operating Agreement of any of the Truck Stops, (ii) violate or result in any default under, or the acceleration of (whether by the giving of notice or the passage of time or both), any obligation under any contract, note, bond, mortgage, indenture, or lease to which Seller or any of the Truck

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Stops is a party or by which Seller or any Truck Stop is bound that would, in any such event, be material, or (iii) violate any constitutional provision, statue, rule, law, regulation, award, order, ordinance, judgment, decree, citation, policy, standard, interpretation, writ or injunction of any Governmental Body (collectively, “Law”).

5.4.                               Capitalization .  The Membership Interests represent the only authorized, issued and outstanding equity interests of each Truck Stop.  The Membership Interests are duly and validly issued and outstanding and are fully paid and nonassessable.  The Membership Interests have not been issued in violation of, and are not subject to, and there are no, outstanding options or other conversion or exchange rights relating to the Membership Interests.  There are no authorized or outstanding options under which the Seller or any of the Truck Stops may be obligated to issue or sell any equity interests of any Truck Stop.  Except as identified on Schedule 5.4 , there are no agreements, commitments, contacts or rights of first refusal relating to the issuance, sale or transfer of any equity interest of or profit participation in any of the Truck Stops.  At the Closing, Buyer shall receive the Membership Interests free and clear of all Liens and Claims whatsoever.  As of the Closing, no Truck Stop shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any equity interests (including Membership Interests).  Seller has full legal and beneficial ownership of the Membership Interests.  The Membership Interests have not been registered under any Securities Laws with any federal, state or local Governmental Body

5.5.                               Title to Truck Stop Property .  As of the Agreement Date, except as disclosed on Schedule 5.5 , each Truck Stop has good and valid title to, or a valid and enforceable leasehold interest in, all of its properties and assets, tangible or intangible, as reflected in each Truck Stop’s Financial Statements, and the schedules attached thereto, and the same are free and clear of all Liens and Claims except (a) Liens to be released at or prior to Closing, (b) such Liens that are disclosed by the Title Policy (including real property taxes that are a lien but not yet due and owing) for each Truck Stop and the records of the Secretary of State of Louisiana and (c) those Liens and Claims identified on Schedule 5.5 .

5.6.                                Tax Matters . Except as set forth on Schedule 5.6 , Seller and each Truck Stop, as applicable, has timely filed or will timely file, in the manner provided by Law, all Tax Returns for periods prior to and including the Closing Date which are required to be filed with respect of the income or operations of Seller. All such Tax Returns are complete and correct in all material respects and have been prepared in material compliance with all applicable laws and regulations. Seller has paid or will pay all Taxes owed for the taxable periods covered by such Tax Returns (whether or not shown thereon) in the manner provided by Law. None of the assets of any Truck Stop is subject to any Liens for any Taxes, and to the Seller’s actual knowledge there is no basis upon which such a Lien could be asserted.

5.7.                               Environmental Liability .  To the Seller’s actual knowledge, there has been no release, threatened release, spill, leak, discharge or emission of any Hazardous Materials to the air, surface water, groundwater or soil at any of the Truck Stops requiring corrective action under any applicable Environmental Laws.  To the Seller’s actual knowledge, there has been no material release, threatened release, spill, leak, discharge or emission of any Hazardous Materials to the air, surface water, groundwater or soil at any of the Truck Stops that is a violation of any applicable Environmental Laws.  “Hazardous Materials” means any hazardous or toxic substance

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or waste or any contaminant or pollutant regulated or otherwise creating liability under any Environmental Laws, including, without limitation, “hazardous substances” as defined by the Comprehensive Environmental Response Compensation and Liability Act, as amended, “toxic substance” as defined by the Toxic Substance Control Act, as amended, “hazardous wastes” as defined by the Resource Conservation and Recovery Act, as amended, “hazardous materials” as defined by the Hazardous Materials Transportation Act, as amended, thermal discharges, radioactive substances, PCBs, natural gas, petroleum products or byproducts and crude oil.  “Environmental Laws” means all Laws relating to pollution, worker health and worker safety, or the environment, and all other Laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials into the environment or otherwise relating to the generation, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.  Each of the Truck Stops is and has been in material compliance with all Environmental Laws, provided any noncompliance has not had and is not likely to have a Material Adverse Effect on such respective Truck Stop or its operations.  Buyer acknowledges that each of the Truck Stops contains a fueling operation for the sale and dispersal to the general public of gas and diesel fuels.  Neither the Seller nor any Truck Stop has received any written notice, report or other information regarding any actual or alleged violation of Environmental Laws relating to any Truck Stop.

5.8.                               Jefferson Construction Costs .  Seller agrees that any costs or expenses necessary to complete the construction of the Truck Stop at Jefferson in accord with those certain plans and specifications of Perrin & Carter, Inc., dated October 29, 2003 (“Plans and Specifications”), shall be and remain the costs and expenses of the Seller even if such costs and expenses are incurred after the Closing Date.  Seller represents that following the transactions contemplated in this Agreement it shall retain the financial ability to pay all of the costs and expenses of completing the Jefferson Truck Stop pursuant to the Plans and Specifications.

5.9.                               Seller Inter-company Loans .  Notwithstanding the contents of the Financial Statements or any other language to contrary contained in this Agreement, any loans, notes payable or other debt obligations between the Seller and any of the Truck Stops or between the Truck Stops and any other subsidiaries of the Seller (collectively, the “Seller Inter-company Loan