EXHIBIT 10.17


 


OPTION AGREEMENT


 


This
OPTION AGREEMENT (“Agreement”) to lease property is made this 11th day of July,
2006 (“Effective Date”) by and between Jacobs
Entertainment, Inc., a Delaware Corporation, hereinafter referred to
as TENANT, and Sycamore & Main, Inc.,
an Ohio corporation, hereinafter referred to as LANDLORD.


 


WITNESSETH:


 


LANDLORD
hereby grants TENANT the Option to lease certain property in Cleveland, Ohio as
follows:


 


1.                                      GRANT OF OPTION:  For two (2) years (“Option Period”) following
the Effective Date of this Agreement, LANDLORD grants to TENANT the option to
lease (“Option”) the property outlined herein. Such Option Period may be
extended for two (2) additional years at the election of the TENANT by
notifying LANDLORD in writing of its intention to extend such Option Period
within thirty (30) days prior to the expiration of the Option Period
(“Extension Notice”).


 


2.                                      OPTION PRICE: 
TENANT shall pay to LANDLORD $50,000
in immediately available funds upon execution of this Agreement, and on each
anniversary of the Effective Date, including after the Extension Notice , as
consideration for such Option. Such amounts shall be non-refundable.


 


3.                                      PROPERTY: 
That certain property on the West Bank of the Cuyahoga River in
Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment
Complex (“Nautica”) comprised of approximately  28,646 s.f. land and
minor improvements thereon, if any,  and
which is Parcel #  003-19-018 of the Tax Maps for
Cuyahoga County, Ohio (“Property”). A map of the Property is attached as
Exhibit A.


 


4.                                      LEASE. 
The lease between the parties (“Lease”) shall reflect the terms of this
Agreement and be in substantially the same form as that attached as Exhibit
B.  The Lease shall be executed within
five (5) days following exercise of the Option as provided herein.


 


5.                                      DUE DILIGENCE:  Following execution of this Agreement, TENANT
will evaluate the Property. During such evaluation, TENANT shall conduct such
tests as it deems necessary in its sole discretion, including but not limited
to environmental and geotechnical tests and preparation of a survey and title
report. LANDLORD shall cooperate with TENANT during its evaluation, including
providing access to the Property, and provide to TENANT copies of existing
reports concerning the Property. The TENANT shall conduct its evaluation so as
not to impede or otherwise effect or inconvenience LANDLORD’S use or enjoyment
of the Property or any business conducted thereon.


 


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6.                                      EXERCISE OF THE OPTION:  If TENANT decides to exercise the Option
granted herein, TENANT will notify the LANDLORD of its decision in writing
before the end of the Option Period and the parties shall proceed to Lease execution
as provided herein. The Option may be exercised at any time during the Option
Period, as extended. If the TENANT does not notify LANDLORD before the end of
the Option Period, then this Agreement shall expire and neither party shall
have any further liability hereunder.


 


7.                                      TENANT IMPROVEMENTS:  TENANT may, at TENANT’S expense, construct
one or more buildings and/or parking structures and other improvements on the
Property, as it deems desirable, subject to applicable building codes.  LANDLORD agrees to cooperate with TENANT in
obtaining necessary governmental approvals for the construction and operation
of such improvements and to execute such applications, consents, and estoppel
certificates as may be required by governmental authorities or TENANT’S
lenders.


 


8.                                      NOTICES: 
Any notice, request or demand required or permitted to be given pursuant
to this Agreement shall be in writing and shall be deemed sufficiently given
if, delivered by hand by messenger at the address of the intended recipient,
sent prepaid by Federal Express (or a comparable guaranteed overnight delivery
service), or deposited in the United States first class mail (registered or
certified, postage prepaid, with return receipt requested), addressed to the
intended recipient, at the intended recipient’s address set forth below, or at
such other address as the intended recipient may have specified by written
notice to the sender given in accordance with the requirements of this
Paragraph.  Any such notice, request or
demand so given shall be deemed given on the day it is delivered by messenger
at the specified address, or on the day of deposit in the United States Mail,
as the case may be.


 


	
   

  	
  For
  the LANDLORD:

  	
  Sycamore
  & Main, Inc.

  
	
   

  	
   

  	
  c/o
  Jacobs Investments Management Co., Inc.

  
	
   

  	
   

  	
  1231
  Main Avenue

  
	
   

  	
   

  	
  Cleveland,
  Ohio

  
	
   

  	
   

  	
  Attention:
  David C. Grunenwald,

  
	
   

  	
   

  	
  Vice-President of Development/Leasing

  
	
   

  	
   

  	
   

  
	
   

  	
  With
  a Copy to:

  	
  Stephen
  P. Owendoff, Esq.

  
	
   

  	
   

  	
  Hahn
  Loeser & Parks LLP

  
	
   

  	
   

  	
  200
  Public Square

  
	
   

  	
   

  	
  3300
  BP Tower

  
	
   

  	
   

  	
  Cleveland,
  Ohio  44114

  
	
   

  	
   

  	
   

  
	
   

  	
  For
  the TENANT:

  	
  Stephen
  A. Roark, CFO

  
	
   

  	
   

  	
  Jacobs
  Entertainment, Inc.

  
	
   

  	
   

  	
  17301
  West Colfax

  
	
   

  	
   

  	
  Golden,
  Colorado 80401

  



 


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  With
  a Copy to:

  	
  Samuel
  E. Wing, Esq.

  
	
   

  	
   

  	
  Jones
  & Keller

  
	
   

  	
   

  	
  1625
  Broadway, Suite 1600

  
	
   

  	
   

  	
  Denver,
  Colorado 80202

  



 


9.                                      CHOICE OF LAWS:  This Agreement shall be governed by and
construed under the laws of the State of Ohio without regard to conflict of
laws provisions.


 


10.                               AUTHORITY: 
Each party signing below warrants and represents that he or it has the authority to execute this Agreement.
This Agreement shall be binding on and inure to the benefit of each party’s successors and assigns.


 


11.                               LEASING COMMISSION:  The parties acknowledge that neither has been
represented by a real estate broker or other agent in this transaction and each
party agrees to defend and indemnify the other from and against any and all
claims of a third-party real estate broker or agent for commissions being made
though such party.


 


12.                               ASSIGNMENT. This Agreement may be assigned by
the PURCHASER to an entity in which it owns a controlling interest or to an
entity acquiring all or substantially all of the assets of the PURCHASER.


 


13.                               COUNTERPARTS. This Agreement may be executed
in one or more counterparts, together which constitute the Agreement.


 


14.                               ENTIRE AGREEMENT: This Agreement together
with the Purchase Agreement, contain the entire agreement between the parties
hereto relating to the Property and shall not be amended or modified unless set
forth in writing between the parties.


 


Agreed
and Accepted as of the Effective Date.


 


	
  TENANT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Jacobs
  Entertainment, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Stephen R. Roark

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Stephen R. Roark

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President/Chief Financial Officer

  
							



 


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  LANDLORD:

  	
  Sycamore
  & Main, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ David C. Grunenwald

  
	
   

  	
   

  	
  David C. Grunenwald, Vice-President of

  
	
   

  	
   

  	
  Development/Leasing

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Patrick J. McKinley

  
	
   

  	
   

  	
  Patrick J. McKinley, Executive

  
	
   

  	
   

  	
  Vice-President

  
					



 


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