EXHIBIT 10.18


 


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 Nautica
Peninsula Land Limited Partnership, an Ohio limited partnership,
hereinafter referred to as LANDLORD.


 


WITNESSETH:


 


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


 


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


 


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


 


3.                                      PROPERTY: 
That certain property on the West Bank of the Cuyahoga River in
Cleveland, Ohio forming part of the parking lot of the Nautica Entertainment
Complex (“Nautica”) comprised of approximately 82,343 s.f. land and minor improvements thereon, if any,  and which is Parcels # 003-16-033, 003-18-002, 003-19-001, and 003-19-005
of the Tax Maps for Cuyahoga County, Ohio (“Property”). A map of the Property
is attached as Exhibit A.


 


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


 


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


 


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


 


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


 


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


 


	
   

  	
  For the LANDLORD:

  	
  Nautica
  Peninsula land Limited Partnership

  
	
   

  	
   

  	
  c/o
  Jacobs Investments Management Co., Inc.

  
	
   

  	
   

  	
  1231
  Main Avenue

  
	
   

  	
   

  	
  Cleveland,
  Ohio

  
	
   

  	
   

  	
  Attention:
  David C. Grunenwald,

  
	
   

  	
   

  	
  Vice-President
  of Development/Leasing

  
	
   

  	
   

  	
   

  
	
   

  	
  With a Copy to:

  	
  Stephen
  P. Owendoff, Esq.

  
	
   

  	
   

  	
  Hahn
  Loeser & Parks LLP

  
	
   

  	
   

  	
  200
  Public Square

  
	
   

  	
   

  	
   3300 BP Tower

  
	
   

  	
   

  	
  Cleveland,
  Ohio 44114

  
	
   

  	
   

  	
   

  
	
   

  	
  For the TENANT:

  	
  Stephen
  A. Roark, CFO

  
	
   

  	
   

  	
  Jacobs
  Entertainment, Inc.

  
	
   

  	
   

  	
  17301
  West Colfax

  
	
   

  	
   

  	
  Golden,
  Colorado 80401

  
	
   

  	
   

  	
   

  



 


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  With a Copy to:

  	
  Samuel
  E. Wing, Esq.

  
	
   

  	
   

  	
  Jones
  & Keller

  
	
   

  	
   

  	
  1625
  Broadway, Suite 1600

  
	
   

  	
   

  	
  Denver,
  Colorado 80202

  



 


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


 


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

  	
  Nautica
  Peninsula land Limited Partnership

  
	
   

  	
  By:
  Nautica Peninsula, Inc. General Partner

  
	
   

  
	
   

  	
  By:

  	
  /s/
  David C. Grunenwald

  
	
   

  	
   

  	
  David
  C. Grunenwald, Vice-President of Development/Leasing

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick J. McKinley

  
	
   

  	
  Patrick J. McKinley, Executive Vice-President

  
	
   

  	
   

  
				



 


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