<PAGE>


                          OPTION AND PROXY AGREEMENT 


     THIS AGREEMENT is made as of September ____, 1996, by and among 
Boardwalk Casino, Inc., a Nevada corporation (the "Company"), Norbert W. 
Jansen, individually and as trustee under an agreement dated July 14, 1993 
("Jansen"), and Diversified Opportunities Group Ltd., an Ohio limited 
liability company, or its nominee as described in Section 14 ("Investor").

                                    RECITALS

     A.   Pursuant to a certain Purchase Agreement dated as of even date 
herewith (the "Purchase Agreement"), by and among Investor, Jansen and the 
Company, Investor is acquiring certain Shares and a Note (as defined in the 
Purchase Agreement) of the Company.

     B.   It is a condition to closing the transactions contemplated by the 
Purchase Agreement that Jansen and the Investor enter into this Agreement for 
the purposes, among others, of (i) providing the Investor an option to 
acquire and a right of first refusal with respect to certain of the Shares of 
the Company owned by Jansen, (ii) establishing the composition of the 
Company's Board of Directors (the "Board"), (iii) assuring continuity in the 
management and ownership of the Company, and (iv) providing certain covenants 
for the benefit of Investor.

     C.   Capitalized terms used but not otherwise defined herein are defined 
in Paragraph 9 hereof.  

     NOW, THEREFORE, in consideration of the mutual covenants contained 
herein and other good and valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, the parties to this Agreement hereby agree 
as follows:

     1.   ACQUISITION OF AND OPTION FOR JANSEN SHARES.  

          Subject to the conditions to Closing (as described in the Purchase 
Agreement), Investor shall acquire the Shares contemplated by subparagraph 
(a), below, and shall be granted an option (the "Option") to acquire from 
Jansen additional Shares, as described below:

          (a)  At Closing Investor shall acquire from Jansen 182,411 Shares at a
               purchase price of $7.00 per Share (the "Strike Price").  The 
               parties acknowledge that Investor is filing with the Gaming 
               Board (as defined in the Purchase Agreement) a request for a 
               ruling letter with respect to the transactions contemplated 
               by the Purchase Agreement. Within 7 days following the 
               receipt of a favorable ruling letter from the Gaming Board 
               satisfactory to Purchaser and Seller, each in the exercise of 
               its reasonable business judgment, Investor shall acquire from 
               Jansen 317,589 Shares (the "Differential Shares") at the 
               Strike Price.  If, however, the Gaming Board determines that 
               Investor may not acquire the Differential Shares without 
               first having obtained Licensing Approval (as defined in the 
               Purchase Agreement), Investor shall thereafter have the right 
               but not the obligation 
<PAGE>

               to acquire the Differential Shares on the terms described in 
               subparagraph (b) below.

          (b)  If applicable, Investor shall have the right but not the
               obligation to acquire from Jansen and Jansen shall have the
               obligation to sell to Investor the Differential Shares.  The
               exercise price for the Differential Shares shall be determined by
               taking the difference of (i) $7.75 less (ii) the Strike Price. 
               Such difference shall be multiplied by a fraction, the numerator
               of which shall be the number of full months (excluding partial
               months) elapsed from the Closing until such time as the Investor
               obtains Licensing Approval and the denominator of which shall be
               18.  The product obtained therefrom shall be added to the Strike
               Price in order to determine the Exercise Price.  For purposes of
               illustration if the Closing occurs on September 17, 1996, the
               Strike Price was $7 and Investor obtains Licensing Approval on
               September 20, 1997, the exercise price for the Differential
               Shares would be $7.50 (e.g. $7.75 - $7.00 = $.75 x 12/18 = $.50 +
               $7 = $7.50).  Investor shall have the right to exercise the
               Option for the Differential Shares as described in this
               subparagraph (b) by giving written notice to Jansen during the 30
               day period following Investor's receipt of Licensing Approval;
               provided, however if Investor does not obtain Licensing Approval
               on or before the 18 month anniversary of the Closing, such Option
               for the Differential Shares as described in this subparagraph (b)
               shall be null and void.  Thereafter, Investor shall have the
               right but not the obligation to acquire the Differential Shares
               on the terms described in subparagraph (d) below.

          (c)  Investor shall have the right but not the obligation to acquire
               from Jansen and Jansen shall have the obligation to sell to
               Investor up to 1,000,000 Shares at an exercise price of $7.75 per
               Share.  This right may be exercised by Investor commencing on
               receipt of Licensing Approval and continuing until the 18 month
               anniversary of the Closing by giving written notice to Jansen.

          (d)  Investor shall have the right but not the obligation to acquire
               from Jansen and Jansen shall have the obligation to sell to
               Investor up to an amount equal to the sum of the Differential
               Shares plus 1,000,000 Shares (less any Shares acquired by
               Investor pursuant to subparagraph (c) above) at an exercise price
               of $8.25 per Share.  This right may be exercised by Investor at
               any time following the expiration of the Option period described
               in subparagraph (c) and continuing until the third anniversary
               date of the Closing by giving written notice to Jansen.

The exercise of any such Option shall be conditioned upon appropriate 
Licensing Approval or other regulatory approval being obtained from the 
Nevada Gaming Authorities.  The Option shall continue to apply to any Shares 
owned by Jansen's estate or family which are acquired from Jansen.  The 
closing of any purchase and sale of any such Shares pursuant to Paragraphs 
1(b), (c) or (d) shall be consummated as soon as practical after the delivery 
of the Investor's written election notice to Jansen, but in any event within 
15 business days after the delivery of such 


                                      -2-
<PAGE>

notice.  At the closing of the purchase and sale of the Differential Shares 
pursuant to Paragraph 1(a), Jansen shall deliver a certificate affirming the 
representations and warranties made by Jansen pursuant to the Purchase 
Agreement.  The purchase price of any Shares acquired pursuant to this 
Paragraph 1 shall be payable by Investor in cash by wire transfer or 
certified or bank check at the time of transfer and Jansen shall deliver to 
Investor certificates representing such Shares in proper form for transfer.

     2.   FIRST REFUSAL RIGHTS.

          (a)  TRANSFER OF SHARES.  None of Jansen, Jansen's family or his 
estate (collectively, the "Selling Party") shall sell, transfer, assign, 
pledge or otherwise dispose of (whether with or without consideration and 
whether voluntarily or involuntarily or by operation of law) any interest in 
any Shares or any securities containing options or rights to acquire any 
Shares (a "Transfer"), except pursuant to the provisions of this Paragraph 2. 
A Selling Party shall not consummate any Transfer until 14 calendar days 
after the later of the delivery to the Investor of such Selling Party's Offer 
Notice (as defined below) (the "Election Period"); provided, however, the 
Election Period shall be reduced to 7 calendar days if the proposed Transfer 
involves an interest in less than 50,000 Shares.  The restrictions set forth 
in this Paragraph 2 shall not apply with respect to (i) any Shares owned by 
Jansen's family members on the date hereof or (ii) any Transfer of Shares 
from Jansen's estate to his family members pursuant to the terms of his will 
or trust agreement; provided that the restrictions contained in this 
Paragraph 2 shall continue to be applicable to the Shares after any such 
Transfer and provided further that the transferees of such Shares shall have 
agreed in writing to be bound by the provisions of this Agreement affecting 
the Shares so transferred.

          (b)  FIRST OFFER RIGHT.  At least 7 or 14 calendar days prior to 
making any Transfer, of any Shares or securities, as applicable, the Selling 
Party shall deliver a written notice (an "Offer Notice") to the Company and 
the Investor.  The Offer Notice shall disclose in reasonable detail the 
proposed number of Shares or securities to be transferred, the proposed terms 
and conditions of the Transfer and the identity of the prospective 
transferee(s) (if known).  The Investor may elect to purchase a portion of 
such Shares or securities, at the price to be paid to the Selling Party and 
on the terms proposed in the Offer Notice, equal to the greater of (i) 35% of 
the number of Shares offered for sale by the Selling Party or (ii) an amount 
determined by multiplying (x) the number of Shares or securities offered for 
sale by the Selling Party by (y) the Investor's then percentage ownership of 
Shares of the Company, by delivering written notice of such election to the 
Selling Party as soon as practical but in any event during the Election 
Period. In determining the Investor's percentage ownership, it shall be 
assumed that the Investor has purchased 500,000 Shares under Paragraphs 1(a), 
(b) and/or (d), has exercised the Option for 1,000,000 Shares under 
Paragraphs 1(c) and/or (d) and has converted the Note for 666,667 Shares. If 
the Investor has elected to purchase Shares and securities from the Selling 
Party, the transfer of such Shares shall be consummated as soon as practical 
after the delivery of the election notice(s) to the Selling Party, but in any 
event within 15 days after the expiration of the Election Period.  At the 
time of transfer, the Selling Party shall deliver to the Investor 
certificates representing such Shares in proper form for the transfer and the 
Investor shall deliver the purchase price in accordance with the terms set 
forth in the Offer Notice, including any notes for a Selling Party financed 
purchase.


                                      -3-
<PAGE>

          (c)  SHARES NOT ACQUIRED BY THE INVESTOR.  To the extent of the 
Shares not purchased by the Investor, the Selling Party shall, within 90 days 
after the expiration of the Election Period, complete the transfer of such 
Shares either in the public market or to the proposed transferee set forth in 
the Offer Notice at a price no less than the price per Share specified in the 
Offer Notice and on other terms no more favorable to the transferees thereof 
than offered to the Investor, and furnish proof of such transfer to the 
Investor.  Any Shares not transferred within such 90-day period shall be 
reoffered to the Investor under this Paragraph 2 prior to any subsequent 
Transfer.  The Shares so transferred by the Selling Party pursuant to the 
Offer Notice shall no longer be subject to the restrictions contained herein 
and the legend referred to in Paragraph 7 may be removed at the time of such 
transfer.

     3.   BOARD OF DIRECTORS.

          (a)  From and after the time that the Board is to be expanded to 
six persons pursuant to Section 3(b) of the Purchase Agreement, Jansen shall 
vote all of his Shares and any other voting securities of the Company over 
which Jansen has voting control and shall take all other necessary or 
desirable actions within his control (whether in his capacity as a 
stockholder, director, member of a Board committee or officer of the Company 
or otherwise, and including, without limitation, attendance at meetings in 
person or by proxy for purposes of obtaining a quorum and execution of 
written consents in lieu of meetings), so that:

               (i)  the authorized number of directors on the Board shall 
     be established at six directors;

               (ii)  Jeffrey P. Jacobs shall be elected to the Board; 
                    
               (iii)  at such time as the Investor has acquired 1,000,000 
     or more Shares from Jansen pursuant to this Agreement, the Board shall be
     expanded to seven directors and the additional director shall be designated
     by the Investor (such additional director together with Jeffrey P. Jacobs
     are sometimes referred to collectively as the "Investor Directors"); and

               (iv)  in the event that either of the Investor Directors 
     are removed (with or without cause) or cease to, or cannot, serve as a 
     member of the Board for his elected term of office, the resulting vacancy 
     on the Board shall be filled by a representative designated by the 
     Investor.

          (b)  The Company shall pay the reasonable out-of-pocket expenses
incurred by each Investor Director in connection with attending the meetings of
the Board and any committee thereof.

          (c)  If the Investor fails to designate a representative to fill a
directorship pursuant to the terms of this Paragraph 3 within 30 days after
written notice, the election of an individual to such directorship shall be
accomplished in accordance with the Company's Bylaws and applicable law.


                                      -4-
<PAGE>

     4.   CERTAIN COVENANTS OF JANSEN.

          From and after the Closing, Jansen shall, subject to his fiduciary 
duties as a director of the Company, vote all of his Shares and any other 
voting securities of the Company over which Jansen has voting control and 
shall take all other necessary or desirable actions within his control 
(whether in his capacity as a stockholder, director, member of a Board 
committee or officer of the Company or otherwise, and including, without 
limitation, attendance at such meetings in person or by proxy for purposes of 
obtaining a quorum and execution of written consents in lieu of meetings), so 
that the Company shall not, without the prior written consent of the 
Investor, take any of the actions described in Section 7 of the Note.

     5.   IRREVOCABLE PROXY.  In order to secure Jansen's obligation to vote 
his Shares and other voting securities of the Company in accordance with the 
provisions of Paragraphs 3 and 4 hereof, Jansen hereby appoints the Investor 
as his true and lawful proxy and attorney-in-fact, with full power of 
substitution, to vote all of his Shares and other voting securities of the 
Company for the election and/or removal of directors and all such other 
matters as expressly provided for in Paragraphs 3 and 4.  The Investor may 
exercise the irrevocable proxy granted to it hereunder at any time Jansen 
fails to comply with the provisions of this Agreement, subject to the receipt 
of the required Licensing Approval.  The proxies and powers granted by Jansen 
pursuant to this Paragraph 5 are coupled with an interest and are given to 
secure the performance of Jansen's obligations to the Investor under this 
Agreement.  Such proxies and powers shall be irrevocable and shall survive 
the death, incompetency, disability, bankruptcy or dissolution of Jansen and 
the subsequent holders of his Shares.  If for any reason whatsoever the proxy 
described above is deemed to expire after seven years from the date hereof, 
this Agreement shall be deemed an agreement entered into in accordance with 
Section 78.365(3) of the Nevada General Corporate Law, effective for a term 
of 15 years following the date hereof.

     6.   REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a)  Jansen represents and warrants that (i) Jansen is the record
owner of the number of Shares set forth on Schedule A attached hereto, and (ii)
Jansen has not granted and is not a party to any proxy, voting trust or other
agreement which is inconsistent with, conflicts with or violates any provision
of this Agreement.  Jansen shall not grant any proxy or become party to any
voting trust or other agreement which is inconsistent with, conflicts with or
violates any provision of this Agreement.  Jansen shall at all times during the
term of this Agreement own unencumbered and have available for immediate
transfer to the Investor the number of Shares pursuant to which Investor has
been granted an Option or right to purchase hereunder.

          (b)  The Investor hereby affirms the representations and warranties
being made by it pursuant to Section 5(c) of the Purchase Agreement.

     7.   LEGEND.

          Each certificate evidencing Shares of Jansen, individually and as
trustee, and each certificate issued in exchange for or upon the transfer of any
such Shares shall also be stamped or otherwise imprinted with a legend in
substantially the following form:  


                                      -5-
<PAGE>

          "The securities represented by this certificate are subject to
          the conditions, restrictions and obligations specified in the
          Option and Proxy Agreement, dated as of September ____, 1996 and
          as amended and modified from time to time, among the issuer (the
          "Company"), Norbert W. Jansen, individually and as trustee under
          an agreement dated July 14, 1993 and Diversified Opportunities
          Group Ltd., or its permitted assignee(s), and the Company
          reserves the right to refuse the transfer of such securities
          until such conditions, restrictions and obligations have been
          fulfilled with respect to such transfer."

          Jansen shall deliver all certificates representing Shares held by him,
individually and as trustee, as of the date hereof and the Company shall or
shall cause its transfer agent to imprint such legend on all such certificates.

     8.   TRANSFER.  Prior to transferring any Shares, except for a Transfer to
the Investor and a permitted third party transferee pursuant to Paragraph 2,
Jansen shall cause the prospective transferee (including his family members) to
be bound by all of the obligations of Jansen under this Agreement with respect
to the Shares so transferred and to execute and deliver to the Company and the
Investor a counterpart of this Agreement.

     9.   DEFINITIONS.

     "Affiliate" of a Person means any other Person controlling, controlled by
or under common control with such first Person.

     "Board" has the meaning set forth in the recitals.  

     "Closing" has the meaning set forth in the Purchase Agreement.

     "Company" has the meaning set forth in the introductory paragraph.

     "Gaming Board" has the meaning set forth in the Purchase Agreement.

     "Investor" has the meaning set forth in the introductory paragraph. 

     "Investor Directors" has the meaning set forth in Paragraph 3.  

     "Licensing Approval" has the meaning set forth in the Purchase Agreement.

     "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 and/or a governmental entity or any
department, agency or political subdivision thereof.

     "Purchase Agreement" has the meaning set forth in the recitals.  


                                      -6-
<PAGE>

     "Shares" means the Company's shares of common stock, $.001 par value.  

     10.  TRANSFERS IN VIOLATION OF AGREEMENT.  Any Transfer or attempted
Transfer of any Shares of Jansen in violation of any provision of this Agreement
shall be void, and the Company shall not record such Transfer on its books or
treat any purported transferee of such Shares as the owner of such Shares for
any purpose.

     11.  AMENDMENT AND WAIVER.  Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the parties hereto unless such modification, amendment or
waiver is approved in writing by the parties hereto.  The failure of any party
to enforce any of the provisions of this Agreement shall in no way be construed
as a waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.

     12.  SEVERABILITY.   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 invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement in such jurisdiction or affect the validity, legality or
enforceability of any provision in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

     13.  ENTIRE AGREEMENT.  Except as otherwise expressly set forth herein,
this Agreement embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.

     14.  SUCCESSORS AND ASSIGNS.  Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
parties hereto and may not be assigned; provided, however, the Investor may
assign its rights and obligations hereunder, in whole or in part, to one or more
corporations, limited liability companies, partnerships, trusts or other
entities which are under common control with, or controlled, through equity
ownership and/or voting control by, the Investor or Jeffrey P. Jacobs; it being
acknowledged that any entity in which Jeffrey P. Jacobs beneficially owns 15% or
more of the voting equity securities and is the Chairman of the Board and/or
Chief Executive Officer constitutes common control.  

     15.  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

     16.  REMEDIES.   The Investor shall be entitled to enforce its rights under
this Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor.  The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the 


                                      -7-
<PAGE>

provisions of this Agreement and the Investor may in its discretion apply to 
any court of law or equity of competent jurisdiction for specific performance 
and/or injunctive relief (without posting a bond or other security) in order 
to enforce or prevent any violation of the provisions of this Agreement.

     16.  NOTICES.  Any notice, demand or other communication provided for in or
required by this Agreement shall be given in accordance with Section 19 of the
Purchase Agreement.  

     17.  GOVERNING LAW.  All issues and questions concerning the construction,
validity, interpretation and enforceability of this Agreement and the exhibits
and schedules hereto shall be governed by the laws of the State of Nevada.

     18.  BUSINESS DAYS.  If any time period for giving notice or taking action
hereunder expires on a day which is a Saturday, Sunday or legal holiday in the
State of Nevada, the time period shall automatically be extended to the business
day immediately following such Saturday, Sunday or legal holiday.

     19.  DESCRIPTIVE HEADINGS.  The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

                                  BOARDWALK CASINO, INC.

                                  By:
                                     ------------------------------------------

                                  Title:
                                        ---------------------------------------

                                  ---------------------------------------------
                                  Norbert W. Jansen, individually and as
                                  trustee under an agreement dated July 14,
                                  1993

                                  DIVERSIFIED OPPORTUNITIES GROUP LTD.

                                  By: Jacobs Entertainment Ltd., its manager


                                  By:
                                     ------------------------------------------
                                     Jeffrey P. Jacobs, President


                                      -8-
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                                   SCHEDULE A



                           SHARE OWNERSHIP OF JANSEN






























                                      -9-