MANAGEMENT AGREEMENT
                              --------------------

BE IT KNOWN, that before the undersigned Notary(ies) Public, and in the presence
of  the  undersigned  competent  witnesses,  personally  came  and  appeared:

COLONIAL  HOLDINGS  MANAGEMENT, INC., a Virginia corporation, domiciled and with
its  principal  place  of  business  in the County of New Kent and whose mailing
address  is  declared  to  be  10515  Colonial Downs Parkway, New Kent, Virginia
23124,  facsimile  number:  1-804-966-1567,  (the  "Manager"),

JALOU  L.L.C.,  a  Louisiana  limited  liability company, domiciled and with its
principal  place  of business in the County of Cuyahoga, State of Ohio and whose
mailing  address  is  declared  to  be  1231 Main Avenue, Cleveland, Ohio 44113,
facsimile  number  1-216-861-6315;

and

JALOU  II  INC., a Louisiana corporation, domiciled and with its principal place
of  business  in the County of Cuyahoga, State of Ohio and whose mailing address
is  declared  to  be  1231  Main Avenue, Cleveland, Ohio 44113, facsimile number
1-216-861-6315,  (JALOU L.L.C. and JALOU II INC. are collectively referred to as
"Owner");

all of whom did execute this Management Agreement ("Agreement"), this 7th day of
February,  2001  ("Effective  Date").

                                   WITNESSETH
                                   ----------

     A.   Owner  now  owns  or  is  acquiring  several truck stop and restaurant
          facilities  (hereinafter  referred  to  as  the  "Facilities") located
          throughout  the  State  of  Louisiana;

     B.   The  Facilities  include  the  operation  of  video  draw poker gaming
          devices;  and

     C.   Owner  desires  to engage Manager to manage and operate the Facilities
          and  Manager  desires to render such management services to Owner, all
          upon  the  terms  and  conditions  hereinafter  set  forth.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein, the receipt and sufficiency of which are hereby acknowledged,
the  parties  agree  as  follows:

     1.   ENGAGEMENT  OF  MANAGER.
          -----------------------

          Owner  does  hereby  engage  Manager  and Manager does hereby agree to
serve  as  the  sole and exclusive management agent for Owner in connection with
the  operation  of  the Facilities for the period of time and upon the terms and
conditions  hereinafter  set  forth.


                                        1
<PAGE>
     2.   MANAGER'S  DUTIES.
          -----------------

          The  Manager  shall  be  responsible  for  the  following:

          A.   To  operate  each  Facility  as a casino, restaurant, convenience
               store  and/or  gas and diesel fueling station, as applicable, and
               to  do  all  things  which  are  necessary  and  proper  thereto.

          B.   To oversee all management, operations, accounting and any and all
               necessary  actions  incident  thereto  for  each  Facility.

          C.   To  abide  by  the  terms  of  all  applicable  leases.

          D.   To  prepare, at such times as are agreed to between the Owner and
               the  Manager,  an  annual  operating  plan and budget for Owner's
               review  and  approval,  and  to operate each Facility pursuant to
               such  plan  and  budget.

          E.   To  supervise,  oversee, hire and direct, on behalf of Owner, all
               on-site  personnel  which  are  required  for  the  efficient and
               effective  operation of the Facilities, all of which shall be and
               remain  employees  of  the  Owner.

          F.   To  ensure  compliance  with all federal, state and local gaming,
               liquor,  health,  safety  and  other laws, rules and regulations.

          G.   To  perform  such  other acts and take such other actions as may,
               from  time  to  time,  be  reasonably  required  by  the  Owner.

     3.   MANAGEMENT,  BUDGETING,  COMPLIANCE  AND  REPAIRS  AND  ALTERATIONS.
          -------------------------------------------------------------------

          Manager  shall, annually throughout the term of this Agreement, submit
to  Owner for Owner's approval, by such dates as are agreed to between the Owner
and  the  Manager,  a proposed budget for each Facility covering the next fiscal
year,  which  budget  shall  include  projected  gross  sales  and receipts from
operations  and  all  of  the  anticipated  expenditures  for  the  operation,
maintenance,  repair  and/or  alteration of the Facility, including the expected
payroll expense of all the Facility's On-Site Employees (as hereinafter defined)
and  any  and all capital expenses to be incurred at each Facility.  Such budget
shall  be  in  a format and contain such detail as is reasonably satisfactory to
Owner.

          Manager  agrees  to  manage, operate and maintain the Facilities, from
the  funds generated by the Facilities, in an efficient and satisfactory manner.
To  the  best of its abilities, Manager shall, at the cost and expense of Owner,
be  responsible  for full compliance with all federal, state and municipal laws,
ordinances,  regulations  and  orders relative to the operation, use, repair and
maintenance of the Facilities, and with the rules, regulations and orders of all
other  applicable  governmental  agencies.  Manager  further  agrees to promptly


                                        2
<PAGE>
remedy,  at  the  cost  and  expense  of  Owner,  any  violation  of  such laws,
ordinances,  rules  or regulations that come to its attention, and Manager shall
be  reimbursed for any expenses incurred in doing so, unless such expenses are a
result  of  the  negligence  of the Manager or its agents or employees.  Manager
agrees to immediately communicate with the Owner to ensure that arrangements may
be  made  promptly  for  remedying  any violation and reimbursing Manager in the
event  Manager  shall  have advanced its own funds in fulfilling its obligations
hereunder.  Unless expressly stated otherwise, nothing contained herein shall be
interpreted  as  requiring the Manager to use or advance any of its own funds to
fulfill  its  obligations  under  this  Agreement.

          Manager shall arrange for the maintenance and repair of the Facilities
in  order  to  keep  the  same  in  a  safe,  sound,  attractive and operational
condition.  Manager  shall, from the funds collected or received by Manager with
respect to the operation of the Facilities, but within the limitations set forth
in  the  then  current  budget,  pay  all  costs  and  expenses of operating the
Facilities.  Notwithstanding the foregoing, without the prior approval of Owner,
Manager  shall  not  make  or  incur expenditures for the maintenance, repair or
alteration  of  the  Facilities  in excess of the then current budget limitation
therefor  as  set  forth  in  the  current  budget approved by Owner, except for
expenditures  for  emergency  repairs  to  the  Facilities  which,  in Manager's
opinion,  are  required  for the preservation and safety of the Facilities or to
avoid  the  suspension of any service to or of the Facilities or to avoid danger
to  life  or property at the Facilities.  Manager agrees, as possible, to confer
immediately  with  Owner  regarding  any  such  emergency  expenditures.

     4.   CASH  MANAGEMENT.
          ----------------

          Manager  shall  collect and hold in trust for the account of Owner all
sales and receipts and any and all other charges and/or income accruing to Owner
from the operation of the Facilities during the term of this Agreement.  Manager
will  be  responsible for any billing activities with respect to the Facilities.
Manager  shall  utilize  such  collection  procedures as it deems appropriate in
order  to  collect  any past due gross sales or other charges or income from the
Facilities,  including  the  institution of suits in Owner's name and at Owner's
expense.  Manager  will  keep  Owner  advised,  from  time to time, of Manager's
collection  activities  hereunder  and  will promptly advise Owner if Manager is
unable  to  collect  any  such  income or charges.  Manager shall not, nor shall
Manager  be  obligated  to,  institute,  prosecute  and/or  settle  any judicial
proceedings with respect to such collection activities without the direction and
consent  of the Owner and the reimbursement by Owner of any expenses incurred in
connection  therewith  (to  the  extent  not  otherwise paid to or reimbursed to
Manager  incidental  to  such  collection  activity).

               Wherever  in this Agreement Manager is required to make a payment
out  of  funds  generated  by  the Facilities which are collected or received by
Manager  pursuant  to  this  Section 4, Owner agrees that in the event the funds
                             ---------
available  for  such  payment  are not sufficient to cover the same, Owner shall
promptly  provide  sufficient  funds  to  cover  such  payment.


                                        3
<PAGE>
          Manager  is  authorized  to  pay  the reasonable cost of the operating
expenses for each Facility, including payroll, utilities, insurance, advertising
and  promotional  expenses,  but  only  within limitations set forth in the then
approved  budget.

          Notwithstanding  the  foregoing,  in  no  event  shall  Manager  be
authorized  to  expend  more  than  has  been budgeted in any one transaction or
series of transactions within any given calendar month without the prior written
consent  of  the  Owner.

          Should  any  claims, demands, suits or other legal proceedings be made
or  instituted  by any person against Owner arising out of any of the matters to
which  this  Agreement  relates,  Manager  agrees  to  give Owner all reasonable
information  and  assistance  in  the  defense  of or other disposition thereof.

     5.   EMPLOYEES  AND  INDEPENDENT  CONTRACTORS.
          ----------------------------------------

          Employees physically employed on-site at any single facility ("On-Site
Employees")  shall  be  employees  of the Owner and all salaries, payroll costs,
benefits,  taxes  and any other expenses associated with On-Site Employees shall
be  paid  by the Manager out of the funds generated by each respective Facility.
Notwithstanding  the  foregoing,  all  matters  pertaining  to the employment of
On-Site  Employees  are  the  responsibility  of the Manager.  Manager agrees to
fully  comply with all applicable laws and regulations having to do with hiring,
workers'  compensation, social security, unemployment insurance, hours of labor,
wages, employment taxes and contributions, working conditions, retention, gaming
and  liquor  laws  and  like  subjects  affecting  employers  as  such.

          The  following:  Ian  M. Stewart, Reid M. Smith, Richard Gottardi, and
such  other  individuals  as  shall  be  agreed  upon  between the Owner and the
Manager,  shall  be  employees  of  the Manager ("Management Employees") and all
salaries,  payroll costs, benefits, taxes and any other expenses associated with
Management  Employees  shall  be  solely  the  cost  and expense of the Manager.
Manager agrees to have in its employ at all times a sufficient number of capable
employees  to  enable it to properly, adequately, safely and economically manage
each  Facility.

          Manager  shall be responsible for the hiring, training and supervision
of  efficient  and  competent personnel at the Facilities.  Manager, as it deems
necessary,  may, from the funds collected or received by Manager with respect to
the Facilities, but within the limitations set forth in the then current budget,
hire  and pay independent contractors for the maintenance, repair and alteration
of  the  Facilities.

     6.   UTILITY  SERVICES/PERMITS.
          -------------------------

          Manager  shall  arrange for such contracts for electricity, gas, fuel,
water,  telephone,  rubbish  removal  and  other  like  services, as well as all
permits  and  licenses  necessary  for  economic


                                        4
<PAGE>
operation of the Facilities as Manager shall deem advisable or shall be required
by  law.  Permits  and licenses shall include, but are not limited to, state and
local  gaming,  liquor  and  occupational  licenses. Such contracts, permits and
licenses  shall  be  made  by  Manager  in  Owner's  or  its  designee's  name.

     7.   INSURANCE.
          ---------

          Unless  otherwise  directed  in  writing  by  Owner,  Manager  shall,
throughout  the  term  of  this  Agreement,  be  responsible  for the placement,
maintenance and payment of all forms of insurance required by law or, in Owner's
or  Manager's  judgment,  needed to adequately protect Owner and Manger (both of
whom  shall  be named as insureds thereunder) with respect to the Facilities but
in  all respects as required by any lease or law.  Manager shall pay the cost of
such  insurance  out of funds generated by the Facilities which are collected or
received by the Manger pursuant to Section 4.  Manager shall keep such insurance
                                   ---------
in  force  throughout  the  term  of this Agreement in companies satisfactory to
Owner  and  such  insurance  shall adequately insure against liability for loss,
damage  or injury to property or persons which might arise out of the occupancy,
management,  operation  or  maintenance  of  the  Facilities.

          The  insurance  to  be  obtained  hereunder shall, without limitation,
include  public  liability  and  property  damage  insurance,  fire and extended
coverage  insurance and burglary and theft insurance, each with coverage amounts
of not less than $1,000,000.00 per occurrence and with the Manager to be a named
insured  on  all  such policies.  Copies of all such insurance policies shall be
furnished  to  Owner,  and  Manager  shall,  from time to time but at least once
annually,  review  such insurance coverage and make its recommendations, if any,
concerning  the  same to Owner.  Manager shall cooperate with Owner with respect
to  any  claim  which  may  arise  under  any such insurance policies; provided,
however, the prosecution of any such claim shall be at the sole cost and expense
of  Owner.  Manager agrees to notify Owner as soon as possible after it receives
notice  of  any  loss,  damage  or  injury,  and  shall  take no action (such as
admission  of  liability)  which might prejudice Owner in its defense to a claim
based  on such loss, damage or injury.  Manager agrees that Owner shall have the
exclusive  right,  at its option, to conduct the defense to any claim, demand or
suit  within  the  limits  prescribed  by  the  policy or policies of insurance.
Notwithstanding  the  foregoing,  any and all proceeds from any insurance policy
relating  to  casualty,  theft and public liability losses shall be the sole and
exclusive  property  of  the  Owner.

          Nothing  contained  in the foregoing is intended to affect the general
requirement  that  the properties shall be managed, operated and maintained in a
safe condition and in a proper and careful and efficient manner, as contemplated
by  this  Agreement.

     8.   BANK  ACCOUNT.
          -------------

          All  monies  collected  or  received  by  Manager  with respect to any
Facility  shall held in trust for the benefit of the Owner and shall be promptly
deposited  into  one  or  more  separate bank accounts in a bank satisfactory to
Owner,  which account shall be used solely for funds of the Facilities, and such
funds shall not be commingled with the Manager's other funds.  The bank(s) shall
be informed that such funds are held in trust for Owner.  Checks may be drawn on


                                        5
<PAGE>
such  account(s) only for purposes authorized under this Agreement, and under no
circumstances  shall  checks  be drawn to the order or benefit of Manager except
for  the payment of the Management Fee (as hereinafter defined) or the refund or
reimbursement  of  amounts  authorized hereunder, or advanced by Manager for the
benefit  of  Owner  pursuant  to  this  Agreement.

     9.   BOOKS,  RECORDS  AND  STATEMENTS.
          --------------------------------

          Manager  agrees  to keep adequate books and records in connection with
all  matters  contemplated by this Agreement and/or required by any lease or law
and  to  allow an authorized representative of Owner, at any reasonable time, to
examine the same or any correspondence pertaining to transactions arising out of
this  Agreement.

          Throughout  the  continuation of this Agreement, Manager shall furnish
Owner  with  the following statements concerning the operation of the Facilities
at  the  times  and  in  the  manner  specified:

          A.   Not  less  than  sixty  (60)  days prior to the beginning of each
               calendar  year of the term of this Agreement, an annual operating
               budget, maintenance budget and cash flow forecast with respect to
               the  Facilities for the next succeeding twelve (12) month period;
               and

          B.   Within  ninety (90) days after the expiration of each twelve (12)
               month  period  (based  on  a  calendar  year) of the term of this
               Agreement, financial statements of the Facilities for such twelve
               (12)  month  period.


     10.  MANAGER'S  COMPENSATION.
          -----------------------

          For the services described in this Agreement, Manager shall receive an
amount  equal  to  (the  "Management  Fee"):

          A.   Three  percent  (3%) of the monthly Gross Revenue (as hereinafter
               defined)  of  Winner's  Choice Casino, Inc., payable within seven
               (7)  days  following  the  end  of each calendar month; plus five
               percent  (5%)  of Winner's Choice Casino, Inc.'s quarterly EBITDA
               (as  hereinafter  defined),  payable  within forty-five (45) days
               following  the  end  of  each  calendar  quarter.

          B.   Three  percent  (3%) of the monthly Gross Revenue (as hereinafter
               defined)  of  Houma  Truck Plaza & Casino, L.L.C., payable within
               seven  (7)  days  following  the end of each calendar month; plus
               five  percent  (5%)  of  Houma  Truck  Plaza  &  Casino, L.L.C.'s
               quarterly  EBITDA  (as  hereinafter  defined),  payable  within
               forty-five  (45) days following the end of each calendar quarter.


                                        6
<PAGE>
          C.   Three  percent  (3%) of the monthly Gross Revenue (as hereinafter
               defined)  of  JALOU-CASH'S, L.L.C., payable within seven (7) days
               following  the end of each calendar month; plus five percent (5%)
               of  JALOU-CASH'S,.L.L.C.'s  quarterly  EBITDA  (as  hereinafter
               defined),  payable  within forty-five (45) days following the end
               of  each  calendar  quarter.

          D.   "Facility"  shall  mean:  each  of:  (a)  Winner's Choice Casino,
               L.L.C.,  a Louisiana corporation; (b) Houma Truck Plaza & Casino,
               L.L.C.,  a  Louisiana  limited  liability  company;  and  (c)
               JALOU-CASH'S  L.L.C.,  a  Louisiana  limited  liability  company.

          E.   "Gross  Revenues"  shall  mean:  all  revenues collected from any
               source  for  or  as  a  result of the operation of each Facility,
               including,  but  not  limited to, revenues from the sale of motor
               fuels,  food  and  convenience  items.  No  taxes,  license fees,
               permits or any other state, local/parish or municipality taxes or
               fees  shall  be  deducted  from  revenue  for  the  purposes  of
               calculating  "Gross  Revenues"  hereunder.  Notwithstanding  the
               foregoing, Manager acknowledges and agrees that actual payment of
               the  Management  Fee  may only be made from those funds remaining
               after  payment  of  all taxes, license fees, permits or any other
               state,  local/parish  and  municipality  taxes  or  fees.

          F.   "EBITDA"  shall  mean,  with reference to a Facility, for any one
               (1)  calendar  quarter,  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),  plus  (iv)  depreciation  and
               amortization.  Within  ninety (90) days following the end of each
               fiscal  year,  the  Manager  shall  cause  its  certified  public
               accountant  to calculate EBITDA for the prior calendar year. Such
               computation  shall  be  made  strictly  in  accordance with GAAP,
               consistently  applied,  and  verified  by  a  certified  public
               accountant  chosen  by  the  Owner.  The  Owner and Manager shall
               adjust,  if  necessary,  the total Management Fee paid during the
               prior  calendar  year  based  upon  the  foregoing  calculation.

          No  Management  Fee  shall be due nor paid to Manager by Owner for any
particular Facility until and unless both Gross Revenues and EBITDA are actually
generated  by  such  Facility.

          The Management Fee shall constitute full and complete compensation for
all  activities hereunder by the Manager or any Management Employee and relating
to  any  Facility, whether performed prior to or following the Effective Date of
this  Agreement.

          The  parties  hereto  acknowledge  that  JALOU L.L.C. will continue to
manage  the  facility  owned  by  JALOU  OF  ST.  MARTIN L.L.C. (the "St. Martin
Facility")  and  that  the  St.  Martin  Facility  shall  not  be a part of this
Agreement.


                                        7
<PAGE>
     11.  HOLD  HARMLESS.
          --------------

          Owner  agrees  to  defend,  with  counsel  selected by Owner, and save
harmless  and  indemnify  Manager from all claims, liabilities, expenses, costs,
damages,  choses in action and fines and all incidental costs, fees and expenses
(including  reasonable  attorneys fees) (collectively the "Liabilities") arising
out  of  or  in  connection  with Manager's management of the Facilities and the
performance  of  Manager's  duties  hereunder  and from injuries suffered by any
employees  or  other person whomsoever; provided, however, in no event shall the
Owner  be  obligated  to  indemnify  nor  defend the Manager for any Liabilities
arising  out  of  the  negligence  or  willful  misconduct  of  the Manager, its
employees  and  agents.

          Manager agrees to defend, with counsel selected by the Owner, and save
harmless  and  indemnify  Owner  from  all  Liabilities  arising  out  of  or in
connection  with the performance of Manager's duties hereunder and from injuries
suffered  by  any  employees  or  other  person  whomsoever  as  a result of the
negligence  or  willful  misconduct  of  the  Manager,  its employees or agents.

     12.  NON-COMPETE.
          -----------

          In  further  consideration  for  the  Management Fee, the Manager, for
itself  and  its officers, directors, shareholders, partners, employees, agents,
representatives,  affiliates,  successors and assigns, agrees during the term of
this  Agreement  and  for a period of two (2) years following the termination of
this Agreement within the geographical boundaries of the State of Louisiana, not
to:  (a)  own,  manage,  operate,  control, be employed by, participate in or be
connected with any aspect of a video poker truck stop facility or other business
which  derives  any  portion of its revenues from legal or illegal gaming or the
sale  of  motor  fuels,  whether  as  proprietor,  owner,  partner, stockholder,
director,  officer,  employee,  agent,  manager,  consultant,  joint  venturer,
contractor,  investor  or  other  participant;  or  (b) be otherwise involved or
connected  in  any  manner with the ownership, management, operation, promotion,
advertisement,  solicitation of customers, marketing or sales efforts or control
of  any  enterprise  that  carries  on  or  engages  in  a business, directly or
indirectly,  in  competition  with  the  Owner  or  any  Facility.

          The  foregoing restrictions are an obligation not to do an act or take
an  action.  Manager  for  itself  and  its  officers,  directors, shareholders,
partners,  employees,  agents,  representatives,  affiliates,  successors  and
assigns,  acknowledges  that  the  foregoing  obligation  not  to do an act is a
material  inducement  for  the  Owner  to  enter  into  this  Agreement and is a
necessary  and  appropriate  restriction.  Manager  for itself and its officers,
directors,  shareholders,  partners,  employees,  agents,  representatives,
affiliates,  successors  and  assigns,  acknowledges  that the taking of such an
action  as prohibited in this Section 12 would significantly impair or otherwise
                              ----------
damage  the  value  of  the  businesses  of  the  Owner.


                                        8
<PAGE>
          If  a court of competent jurisdiction determines that the restrictions
contained  herein  are too restrictive to be enforced, in whole or in part, this
provision  shall  not  be invalid, and both the Owner and the Manager agree that
the court shall modify the restrictions contained herein to the extent necessary
to  permit  their  enforcement.

          In  the  event  of  a breach or threatened breach of the provisions of
this  Section  12,  the Owner shall be entitled to an injunction restraining the
      -----------
Manager  from  competing against the Owner or from rendering any services to any
person,  firm,  corporation,  association,  partnership  or other entity that is
competing  against  the  Owner.  Nothing  contained  in  this  section  shall be
construed  as  prohibiting  the Owner from pursuing any other remedies available
for  a breach or threatened breach of the restrictions contained in this Section
                                                                         -------
12,  including  the  recovery  of  damages  from  the  Manager.
--

     13.  TERM.
          ----

          This  Agreement  shall  become  effective  on  the Effective Date, and
unless  sooner terminated and as provided herein, shall continue in effect for a
five  (5)  year  term.

     14.  TERMINATION.
          -----------

          This  Agreement  may  be  terminated upon the occurrence of any of the
following  circumstances:

          A.   By  either  party,  upon  sixty  (60)  days prior written notice;

          B.   By  Owner in the event Owner sells, or otherwise disposes of, one
(1)  or  more  of  the  Facilities;

          C.     Upon  the default in the performance or observance of any term,
condition  or  covenant  contained  in  this  Agreement by the Manager, and such
default  shall  continue  for  a period of thirty (30) days after written notice
thereof  shall  have  been  given  to  the  Manager  specifying such default and
requesting  that  the  same  be  remedied;

          D.     Upon  written  notice  thereof  to Manager by Owner, if Manager
shall  file  a  voluntary  petition  in  bankruptcy,  or  shall be adjudicated a
bankrupt  or  an  insolvent,  or  shall  file any petition or answer seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or  similar relief for itself under the present or any future bankruptcy act, or
any  other  present  or future applicable statute or law relative to bankruptcy,
insolvency,  or  other  relief  for  debtors,  or  shall  seek  or consent to or
acquiesce in the appointment of any trustee, receiver, conservator or liquidator
of  Manager  (the term "acquiesce," as used herein, being deemed to include, but
not  be  limited  to,  the  failure  to  file  a petition or motion to vacate or
discharge  any  order,  judgment or decree providing for such appointment within
the  time  specified by law) and the same shall remain unvacated or unstayed for
more  than  ninety  (90)  days  from  the  date  of  entry  thereof;


                                        9
<PAGE>
          E.     Upon  written notice thereof to Manager by Owner, if a court of
competent  jurisdiction  shall  enter  an  order, judgment or decree approving a
petition  filed  against  Manager  seeking  any  reorganization,  arrangement,
composition,  readjustment, liquidation, dissolution or similar relief under the
present  or any future bankruptcy act, or any other present or future applicable
statute  or  law relating to bankruptcy, insolvency or other relief for debtors,
and  Manager  shall  acquiesce  (as  herein  above defined) in the entry of such
order,  judgment  or  decree, or the same shall remain unvacated or unstayed for
more  than  ninety  (90)  days  from  the date of entry thereof, or any trustee,
receiver,  conservator  or  liquidator of Manager shall be appointed without the
consent of or with the acquiescence of Manager and such appointment shall remain
unvacated  and  unstayed  for  more  than  ninety  (90)  days;

          F.     Upon  written  notice  thereof  to Manager by Owner, if Manager
shall  admit  in  writing  its  inability to pay its debts as they mature; or if
Manager  shall  give  notice  to  any governmental body of insolvency or pending
insolvency,  or  suspension  or  pending  suspension of operation; or if Manager
shall  make an assignment for the benefit of creditors to take any other similar
action  for  the  protection  or  benefit  of  creditors;  or

          G.     At  the  option  of  the  Owner,  to  be  exercised in its sole
discretion,  upon  the violation of any federal, state or local gaming or liquor
laws,  rules  or  regulations.

          Upon  any  termination  of  this  Agreement,  Manager  shall forthwith
surrender  and  deliver  to  Owner  all  funds then in Manager's bank account(s)
maintained  for Owner and any and all funds due Owner which might be received by
Manager  after termination.  Manager shall also deliver to Owner such contracts,
documents,  papers and records pertaining to the Facilities or to this Agreement
as  Owner  may request and furnish all such information and take all such action
as  Owner  shall  reasonably  require  in  order  to  effectuate  an orderly and
systematic  termination  of  Manager's  duties  and  activities  hereunder.

          Upon any termination of this Agreement, Owner shall have no obligation
to  pay  any  Management Fee accruing after the date of termination, and Manager
does herewith waive, release and surrender any and all rights it may have at law
or  in  equity  to  any  such  Management  Fee(s) accruing after the date of any
termination  hereunder.

     15.  FUEL  PRICING.  Owner  shall  retain  all ultimate pricing and control
          -------------
of all fuels sold at any Facility and Owner shall purchase all fuels sold at any
Facility.  Manager  is  specifically  not  authorized  to  establish  any credit
account  on  behalf of Owner with any fuel distributor without the prior consent
of  the  Owner.  Owner  shall establish a fuel bank account and daily fuel sales
will  be  directly  deposited  into  that  account  by  Manager.

     Notwithstanding  the  foregoing,  Owner  shall permit Manager to determine,
subject to review and the ultimate authority of Owner, the price of fuel sold at
any  Facility and to do all that is reasonable and necessary to achieve the fuel
sales  described  above.  Relative to pricing, Manager agrees that all fuel sold
at  any  Facility  shall  be  done  so  in  accordance with the Video Draw Poker


                                       10
<PAGE>
Devices  Control  Law  in general and specifically, LSA-R.S. 27:306(A)(4)(c)(iv)
which  incorporates  the statutory limitations contained within the Unfair Sales
Law  at  LSA-R.S.  51:427  et  seq.

     16.     COMPLIANCE  WITH LAW AND REGULATIONS.  Manager does hereby agree to
             ------------------------------------
abide  by  and  comply with all laws and applicable regulations in operating any
qualified truck stop facility and with all provisions of the law and regulations
that  govern  video  draw  poker  devices  upon  the  premises of any truck stop
facility.  Owner  does  hereby  reserve  and  shall  retain  ultimate authority,
supervision  and  control over the entire premises of each Facility, as would be
required  to satisfy any and all regulatory obligations necessary for the lawful
operation  of  each  such  Facility.

     17.     AGREEMENT  NOT A LEASE.  This Agreement shall not be construed as a
             ----------------------
lease  of  any  portion  of  any  Facility  by  the  Manager.

     18.     AGREEMENT  NOT  TO  BE  CONSTRUED AS A PARTNERSHIP.  This Agreement
             --------------------------------------------------
shall not be deemed to give rise to a partnership relationship and neither party
hereto  shall  have  the  authority  to  bind or obligate the other party in any
transaction  without  the  prior  express  written  consent  of the other party.

     19.     ASSIGNMENT.  This  Agreement  and the rights hereunder shall not be
             ----------
assignable  by Manager.  This Agreement and the rights hereunder may be assigned
by  Owner.

     20.     NOTICES.  All notices, demands or other communica-tions 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
reputable  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 first indicated
above  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.

     21.     AMENDMENTS  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  made  in  writing.

     22.     SEVERABILITY.  Whenever  possible, each provision of this Agreement
             ------------
shall  be  interpreted  in  such  manner  as  to  be  effec-tive 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
<PAGE>
     23.     COUNTERPARTS.  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.

     24.     DESCRIPTIVE  HEADINGS; INTERPRETATION.  The descriptive headings of
             -------------------------------------
this  Agreement  are  inserted  for  convenience  only  and  do not constitute a
substantive  part  of  this  Agreement.

     25.     GOVERNING  LAW.  This  Agreement shall be governed by and construed
             --------------
in  accordance  with the laws of the State of Ohio, without regard to principles
of  conflict  of  laws,  and  the  parties  expressly  agree that venue, for all
purposes  hereunder, shall rest exclusively with the state and federal courts of
the  State  of  Ohio.

     26.     CONSTRUCTION.  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 not
breached  shall  not  detract  from  or  mitigate the fact that such party is in
breach  of  the  first  representation,  warranty  or  covenant.

     27.     COMPLETE  AGREEMENT.  This  Agreement is the complete agreement and
             -------------------
understanding  among  the  parties  and  supersede  any  prior  agreements  or
representations  by  or  among  the  parties,  written  or  oral.

     28.     ADDITIONAL  INSTRUMENTS  AND  INFORMATION.  The  parties  agree and
             ------------------------------------------
obligate themselves to promptly execute any additional documents and instruments
and take any other actions necessary and proper for the complete and expeditious
implementation  and satisfaction of the provisions and intent of this Agreement.
In  addition,  Manager  agrees  that  during  and subsequent to the term of this
Agreement,  Manager  shall have a continuing duty to supply such information and
documentation  and to perform such acts as may be required by any federal, state
or  local  authority  or  the  liquor and gaming laws of the State of Louisiana.




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


                                       12
<PAGE>
THUS  DONE  AND  PASSED  on the 1st day of February, 2001, at Richmond, State of
Virginia,  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:                                  MANAGER:
                                            Colonial Holdings Management, Inc.,
                                            a Virginia corporation

By:  /s/  Douglas  A.  Blackshear           By:  /s/  Ian  M.  Stewart
     ----------------------------           ----------------------------
By:  /s/  Donna  Robertson                  Ian  M.  Stewart,  President
     ---------------------

NOTARY  PUBLIC
By:  /s/  Perryann P. Whitehurst
     ---------------------------
My commission expires:  8/31/04


THUS  DONE  AND  PASSED on the 1st day of February, 2001, at Cleveland, State of
Ohio,  the undersigned party having affixed its signature in the presence of me,
Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:                                 OWNER:
                                           JALOU L.L.C., a Louisiana limited
                                           liability company

By:  /s/  Douglas  A.  Blackshear          By:  /s/  Ian  M.  Stewart
     ----------------------------          ----------------------------
By:  /s/  Donna  Robertson                  Ian  M.  Stewart
     ---------------------------

NOTARY  PUBLIC
By:  /s/  Perryann P. Whitehurst
     ---------------------------
My commission expires:  8/31/04


THUS  DONE  AND  PASSED on the 1st day of February, 2001, at Cleveland, State of
Ohio,  the undersigned party having affixed its signature in the presence of me,
Notary, and the undersigned competent witnesses, after due reading of the whole.

WITNESSES:                                OWNER:
                                          JALOU II INC., a Louisiana corporation

By:  /s/  Douglas A. Blackshear           By:  /s/  Ian  M.  Stewart
     ---------------------------          ---------------------------
By:  /s/  Donna  Robertson                Ian  M.  Stewart
     ---------------------------

NOTARY  PUBLIC
By:  /s/  Perryann P. Whitehurst
     ---------------------------
My commission expires:  8/31/04


                                       13
<PAGE>