**EXHIBIT 10.21**

 

[Execution Copy]

 

**STATE****OF****LOUISIANA**

 

**PARISHOF CALCASIEU**

 

**STOCK PURCHASE AGREEMENT**

 

BE IT KNOWN, that before the undersigned Notaries Publicin the States of Louisiana and Florida and in the presence of the undersignedcompetent witnesses, personally came and appeared:

 

ROGER L. MILLER and YVONNELEGER MILLER, husband and wife, residents of the State of Louisiana(collectively, “MILLER”), domiciled in the Parish of Calcasieu and whosemailing address is declared to be 6128 White Oak Drive, Lake Charles, Louisiana70615;

 

ROBERT E. CHRISTMAN andLOUISE C. CHRISTMAN, husband and wife, residents of the State of Louisiana(collectively, “CHRISTMAN”), domiciled in the Parish of Calcasieu and whosemailing address is declared to be 809 Henrietta Lane, Lake Charles, Louisiana70605;

 

(MILLER and CHRISTMAN aresometimes referred to collectively as  “Sellers”and each is sometimes individually referred to as a “Seller”); and

 

JALOU II, INC.,  a Louisiana corporation (“Purchaser”),domiciled and having a place of business in the Parish of St. Martin, State ofLouisiana and whose mailing address is declared to be 1869 Mills Highway,Breaux Bridge, Louisiana 70517, herein represented by its duly authorized agentJeffrey P. Jacobs,

 

each of whom did execute this Agreement onDecember 12, 2005 (the “Agreement Date”).

 

**WITNESSETH**:

 

WHEREAS, the Purchaserdesires to acquire all of the issued and outstanding shares of stock of FuelStop 36, Inc., a Louisiana corporation (“Company”); 

 

WHEREAS, the Company owns the assets and operations of atruck stop located at 108 N. Highway 397, Lake Charles, Calcasieu, Louisiana70616 (the “Truck Stop”);

 

WHEREAS, the Truck Stop provides, *inter alia*,retail motor and diesel fuels, convenience store and restaurant operations forsale to or use by the general public as well as video draw poker devices forplay by the general public; 

 

WHEREAS, the Tract B-2 Sellers own the Tract B-2 (ashereinafter defined);

 

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WHEREAS, Sellers own all of theissued and outstanding shares of the Company’s stock and are willing to sellthose shares to Purchaser on the terms and conditions set forth herein; and

 

WHEREAS, the Tract B-2Sellers are willing to sell Tract B-2 to the Purchaser for the Tract B-2 Purchase Price.

 

NOW, THEREFORE, for and in consideration of the mutualagreements contained herein and other good and valuable consideration set forthherein, the receipt and sufficiency of which are hereby acknowledged, theparties agree as follows:

 

# **ARTICLEI**

 

**DEFINITIONS**

 

## 1.1           “**Agreement**”shall mean this Stock Purchase Agreement.

##  

## 1.2            “**Affiliate**” ofany particular Person means any other Person directly or indirectlycontrolling, controlled by or under common control with such particularPerson.  The term “**control**”means the possession, directly or indirectly, of the power to direct themanagement and policies of a Person whether through the ownership ofsecurities, by contract or otherwise.

##  

## 1.3           “**Acquired Assets**”shall mean all assets, real property, privileges, rights, intellectual propertylicenses, interests and claims (whether personal, tangible or intangible) ofevery type and description owned by any Seller or the Company and used in theoperation of the Truck Stop, other than the Excluded Assets.  Acquired Assets specifically includes thoseitems listed on Schedule 1.3.

##  

## 1.4           “**Adverse Effects ofHurricane Rita**” shall mean those items listed on Schedule 1.4as having been “repaired” or “unrepaired” as of the Closing Date.  Purchaser shall have the right to apply anyinsurance proceeds received after the Closing, as a result of any claims madeprior to the Closing, first against the reasonable costs to repair of thoseitems on Schedule 1.4 listed as “unrepaired” and then shall disburse anyremaining balance to the Sellers for those items listed as “repaired”.

##  

## 1.5           “**Business Day**”shall mean a day other than a Saturday, Sunday or other day on which the banksin the State of Louisiana are not required or authorized to close. 

##  

## 1.6           “**Capitalized Lease**”means a lease under which the obligations of the lessee should, in accordancewith generally accepted accounting principles consistently applied, be includedin determining total liabilities as shown on the liability side of a balancesheet of the lessee.

##  

## 1.7           “**Closing**” shallmean the consummation of the transactions contemplated in this Agreement.  

##  

## 1.8           “**Closing Date**”shall mean the date on which the Closing occurs.

 

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## 1.9           “**Code**” means theInternal Revenue Code of 1986, as amended, and any referenceto any particular Code section shall beinterpreted to include any revision of or successor to that section regardlessof how numbered or classified.

##  

## 1.10         “**Company**” shallmean Fuel Stop 36, Inc., a Louisiana corporation with its principal place ofbusiness established at 108 N. Highway 397, Lake Charles, Calcasieu, Louisiana70616 and owned by Sellers. 

##  

## 1.11         “**Deposit**” shallmean the sum of One Hundred Thousand and 00/100 Dollars ($100,000.00).

##  

## 1.12         “**Devices**” shallmean “Video Draw Poker Devices” as defined in the Video Draw Poker DevicesControl Law, Louisiana Revised Statutes, Title 27:301 et seq., as amended fromtime to time.

##  

## 1.13         “**Easement**” shallmean that certain easement in form and substance substantially similar to theeasement attached hereto as Exhibit A.

##  

## 1.14         “**Environmental and SafetyRequirements**” means all federal, State, parish and local statutes,regulations, rules, ordinances and similar provisions having the force oreffect of law, all licenses, permits, authorizations, approvals, covenants orcriteria having the force or effect of law, all guidelines having the force oreffect of law, all judicial and administrative orders and determinations, allcontractual obligations and all common law and equitable doctrines (including,without limitation, injunctive relief and tort doctrines such as negligence,nuisance, trespass and strict liability), in each case concerning public healthand safety, worker health and safety and pollution or protection of theenvironment (including, without limitation, all those relating to the presence,use, production, generation, handling, transportation, treatment, storage,disposal, distribution, labeling, testing, processing, discharge, release,threatened release, control or cleanup of any hazardous or otherwise regulatedmaterials, substances or wastes, chemical substances or mixtures, pesticides,pollutants, contaminants, toxic chemicals, petroleum products or byproducts,asbestos, polychlorinated biphenyls, noise or radiation), each as amended andas now or hereafter in effect (or any successor legislation thereto).

##  

## 1.15         “**Escrow Holdback**”shall equal the sum of Seventy-Five Thousand Dollars ($75,000).

##  

1.16         “**EstablishmentLicense**” shall mean a Type V license to operate Devices at aqualified truck stop facility as defined in the Video Draw Poker DevicesControl Law, Louisiana Revised Statutes, Title 27:301 et seq., and in Chapter42 of the Louisiana Administrative Code, both as amended from time to time, forthe Premises.

##  

## 1.17         “**Excluded Assets**”shall mean those assets of the Company which are reserved unto Sellers, thatshall not be conveyed to Purchaser at the Closing, which are more fullydescribed in Schedule 1.17.

##  

## 3

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##  

## 1.18         “**Excluded Liabilities**”shall mean those liabilities of the Company which shall be assigned andtransferred on or before the Closing to the Sellers, which shall not beliabilities or obligations of the Company nor conveyed to Purchaser upon the Closing,which are more fully described in Schedule 1.18.

##  

## 1.19         “**Indebtedness**”means at a particular time, without duplication, (i) any indebtedness forborrowed money or issued in substitution for or exchange of indebtedness forborrowed money, (ii) any indebtedness evidenced by any note, bond,debenture or other debt instrument, (iii) any indebtedness for thedeferred purchase price of property or services with respect to which a Personis liable, contingently or otherwise, as obligor or otherwise (other than tradepayables and other current liabilities incurred in the ordinary course ofbusiness which are not more than 30 days past due, (iv) any commitment bywhich a Person insures a creditor against loss (including, without limitation,contingent reimbursement obligations with respect to letters of credit),(v) any obligations for which a Person is obligated pursuant to aguarantee, (vi) any obligations under Capitalized Leases with respect towhich a Person is liable, contingently or otherwise, as obligor, guarantor orotherwise, or with respect to which obligations a Person assures a creditoragainst loss, (vii) any indebtedness secured by a Lien on a Person’sassets and (viii) net obligations under hedging arrangements (includingwithout limitation derivatives) designed to protect a Person againstfluctuations in interest rates, currency exchange rates, commodity prices orother financial transactions.

##  

## 1.20         “**Inv****estment**” as applied to anyPerson means (i) any direct or indirect ownership, purchase or other acquisition by such Person ofany notes, obligations, instruments, stock, securities or ownership interests(including partnership interests, membership interests and joint ventureinterests) of any other Person and (ii) any capital contribution by such Personto any other Person.

##  

## 1.21         “**Knowledge**” orany derivation thereof, shall mean, knowledge of a condition or set of facts ashas been obtained from any source, including, regardless of any common law orstatutory definition of the foregoing, information which would cause areasonable person to inquire further.  Asto any entity, “knowledge” shall include the knowledge of each officer, owner,director or manager thereof. 

##  

## 1.22         “**Lien**” means anymortgage, deed of trust, pledge, security interest, encumbrance, lien, chargeor other restriction of any kind whatsoever (including any conditional sale orother title retention agreement or lease in the nature thereof), any sale ofreceivables with recourse against the Company, any filing of or agreement tofile a financing statement as debtor under the Uniform Commercial Code or anysimilar statute other than to reflect ownership by a third party of propertyleased to the Company or any Seller for use in the Truck Stop under a leasewhich is not in the nature of a conditional sale or title retention agreement. 

##  

## 1.23         “**Listed Devices**”shall mean those Devices listed on Schedule 1.23.

 

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## 1.24         “**Person**” shallmean an individual, partnership, limited liability company, corporation, trustor unincorporated organization and a government or agency or politicalsubdivision thereof.

##  

## 1.25         “**Purchase Price**”shall mean a sum equal to FIVE MILLION SIX HUNDRED THOUSAND AND NO/100($5,600,000.00) DOLLARS.

##  

## 1.26         “**Required Inventory Levels**”shall mean that at the Closing there shall exist at the Truck Stop sufficientinventories of fuel, food and convenience store-type items as are appropriatefor the nature and scope of the Company’s operations; *provided, however*, in no event, shall theamount of the Company’s inventory for any item of inventory, including, but notlimited to fuel, food or convenience items, be less than the average amount ofinventory for that item at any time during the preceding twelve (12) monthperiod.

##  

## 1.27          “**Schedules**”shall mean the Schedules attached to and referred to in this Agreement, each ofwhich is incorporated herein as if fully rewritten herein.

##  

## 1.28         “**Securities Act**”shall mean the Securities Acts of 1933 and 1934, as amended, or any similarfederal law then in force.

##  

## 1.29         “**Shares**” shallmean the one hundred (100) issued and outstanding shares of the Company’scommon stock which are all of the outstanding and issued common stock of theCompany. 

##  

## 1.30         “**State**” shallmean the State of Louisiana.

##  

## 1.31         “**Tax**” or “**Taxes**” means any federal, state, county, parish, local,foreign or other income, gross receipts, ad valorem, franchise, profits, salesor use, transfer, registration, excise, utility, gaming, environmental,communications, real or personal property, capital stock, membership interest,license, payroll, wage or other withholding, employment, social security,severance, stamp, occupation, alternative or add-on minimum, estimated andother taxes or fees of any kind whatsoever (including deficiencies, penalties,additions to tax or fees, and interest attributable thereto) whether disputedor not.

##  

## 1.32         “**Tax Return**”means any return, information report or filing with respect to Taxes, includingany schedules attached thereto and any amendment thereof.

##  

## 1.33         “**Title Company**”shall mean Lawyers Title Insurance Corporation of Baton Rouge, Louisiana. 

##  

## 1.34         “**Tract A**” shallmean that tract of land identified as “Tract A” on that certain ALTA Surveyprepared by C. Mistric Surveyors, Inc., dated                   ,a copy of which is included herein as part of Exhibit B.

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## 5

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## 1.35         “**Tract B-2**”shall mean that tract of land identified as “Tract B-2” on that certain ALTASurvey prepared by C. Mistric Surveyors, Inc., dated                              ,a copy of which is included herein as part of Exhibit B.

##  

## 1.36         “**Tract B-2 Purchase Price**”shall mean the sum of Three Hundred Thousand and no/100 Dollars ($300,000.00).

##  

## 1.37         “**Tract B-2 Sellers**”shall mean Christman.

##  

# **ARTICLEII**

 

**PURCHASE AND SALE OF SHARESAND CERTAIN COVENANTS**

 

## 2.1           Sale of Shares. Subject to the terms and conditions set forth in this Agreement, on theClosing Date for the Purchase Price, Sellers shall sell, assign, transfer anddeliver to Purchaser, and Purchaser shall purchase and acquire from Sellers,free and clear of all Liens and encumbrances whatsoever, the Shares.  The purchase of the Shares specificallyincludes the purchase of the Company’s goodwill.

##  

## 2.2           Consideration for Obligation Not To Do. The parties agree that One Hundred Thousand Dollars ($100,000) of thePurchase Price represents the monetary consideration paid to Christman andMiller for the “Obligation Not to do” as contained below.  The parties acknowledge and agree that thisallocation is a reasonable allocation given the individuals’ relative abilitiesand experience in the gaming industry.

##  

## 2.3           Sale of Tract B-2. Concurrently with the sale of the Shares, the Tract B-2 Sellers shallsell, by execution and delivery of the Act of Cash Sale attached hereto as ExhibitC,  the Tract B-2 to the Purchaserfor the Tract B-2 Purchase Price, free and clear of all Liens and encumbrancesexcept those listed on Schedule 2.2.

##  

## 2.4           Closing.  The Closingof the sale of the Shares and the Tract B-2 shall take place on December 16,2005 and the parties shall meet on December 15, 2005 to execute any and allnecessary documents to be effective on December 16, 2005.  The Closing shall take place at the officesof: (a) Joseph A. Delafield (“Delafield”), A Professional Corporation, in LakeCharles, Louisiana, or (b) the Title Company or such other location to whichSellers and Purchaser mutually agree.

##  

## 2.5           Taxes.  Sellers shallbe personally responsible for paying, and if necessary shall reimburse theCompany for, all Taxes attributable to the Company’s operations and ownershipfor all periods on or prior to the Closing Date, including but not limited to,penalties and interest, that are unpaid as of the Closing.  Purchaser shall be solely responsible for allTaxes accruing or related to the operations and ownership of the Company afterthe Closing Date.

##  

## 2.6           Accounts Receivable. Sellers shall retain all of the Company’s accounts receivableoutstanding and/or accrued as of the Closing Date (“Pre-Closing AccountsReceivables”).

 

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## Sellers shall have no interest in nor right to any ofthe Company’s accounts receivables that accrue or arise after the ClosingDate.  The Pre-Closing AccountsReceivables are Excluded Assets and shall not pass with the sale of theShares.  The Seller’s shall also retainthe right, after the Closing Date, to collect any of the Pre-Closing AccountsReceivables.

##  

## 2.7           Trade Payables. Purchaser shall be responsible for the Company’s trade payables incurredin the ordinary course of business following 7:00 a.m., on the ClosingDate.  Sellers shall be responsible forthe Company’s trade payables incurred in the ordinary course of business priorto 7:00 a.m., on the Closing Date even if invoices related thereto are notreceived until after the Closing Date.

##  

## 2.8           Distribution of Certain Assets. Effective immediately prior to the Closing, Sellers may cause theCompany to distribute to them “as is, where is” all of the ExcludedAssets.  Sellers shall have a reasonableamount of time after the Closing to physically remove such of the ExcludedAssets that remain on the Company’s premises; provided, however, Sellers shallcause such removal only with advance notice to the Purchaser and in such amanner so as to minimize the disruption to the Company’s operations.  Sellers shall be responsible for all risk ofdamage to, or loss of, any Excluded Assets both before and after their removalfrom the Company’s premises and any damage to the Company’s assets oroperations arising form such move. Sellers shall be responsible for all Taxes incurred by the Companyresulting from the distribution of the Excluded Assets.  If, after the Closing, the Company isrequired to pay any Taxes related to the distribution of the Excluded Assets,Sellers shall promptly reimburse the Company for the same.

##  

## 2.9           Checking Accounts. On or prior to the Closing Date, Sellers shall remove all funds from theCompany’s operating account, save and except for $100,000.00 which shall remaintherein following sale of the Shares.

##  

## 2.10         Due Diligence. Purchaser shall have the right from and after the Agreement Date throughthe Closing Date to conduct such inspections, test, surveys, reviews, audits,including soil borings and like tests, of all of the Company’s assets andoperations and so much of the Sellers’ assets and records as shall relate tothe Company’s operations as the Purchaser, in its sole discretion, shall deemnecessary.  Purchaser shall be solelyresponsible for the costs of all such due diligence and shall hold the Companyand the Sellers harmless from any costs, fees or damages they may suffer as aresult of Purchaser’s due diligence hereunder, excluding the discovery of anypre-existing conditions.

##  

## 2.11         Deposit.  Within ten (10) days following the AgreementDate, the Purchaser shall deliver the Deposit to the Title Company.  The Deposit shall be applied as a credittoward the Purchase Price by the Title Company at the Closing.  The Deposit shall be non-refundable to thePurchaser, except if the transactions contemplated by this Agreement fail toclose as a result of a default by the Sellers. Should the Purchaser fail to close under this Agreement for any reasonother than a default by the Sellers, the Deposit shall be forfeited by thePurchaser to the Sellers as the full and final measure of their liquidateddamages hereunder, and not as a penalty, and thereafter this Agreement shall benull and void and of no further force and effect.

 

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## 2.12         Purchaser’sRight of Termination. Notwithstanding anything contained in thisAgreement to thecontrary and in addition to any other rights of termination of the Purchaserunder this Agreement, if at any time prior to the Closing, any of the studies,inspections, audits, reviews or other activities performed pursuant to Section2.9, or any other information (including information related to any Permits orthe Purchaser’s financing o f the transactions contemplated herein), howevergathered or obtained, shall reveal information or conditions unacceptable tothe Purchaser, in its sole discretion, then Purchaser shall have the option toterminate this Agreement.  Upon receiptof such notice, this Agreement shall terminate and thereafter be null and voidand of no further force and effect.

##  

# **ARTICLEIII**

 

**REPRESENTATIONS AND WARRANTIES OF SELLERS**

 

Sellers, jointly andseverally, represent and warrant to Purchaser that:

 

## 3.1           Corporate Organization and Capitalization.

 

### (a)           The Company is duly formed, validlyexisting and in good standing under the laws of the State of Louisiana and isqualified to do business in every jurisdiction in which its ownership ofproperty or the conduct of business requires it to qualify.  The Company possesses all requisite power andauthority, and all licenses, permits and authorizations necessary, to own andoperate its properties, to carry on its businesses as now conducted and tocarry out the transactions contemplated by this Agreement.  The Company is not in violation of any of theprovisions of its Articles of Incorporation or By-Laws.

###  

### (b)           The Company owns one hundred percent(100%) of all right, title and interest to the Acquired Assets, excepting onlyTract B-2, with full, unencumbered power and authority to convey the same.  The Acquired Assets are all of the assetsused in or necessary for the operation of the Company and the Truck Stop andall of the Truck Stop’s operations are own one hundred percent (100%) by theCompany.  

###  

### (c)           The Shares constitute one hundred percent(100%) of the issued and outstanding common stock of the Company.  The Sellers collectively own one hundredpercent (100%) of the Shares free and clear of any Liens or Indebtedness.  As of the Closing, neither the Company norany Seller shall have any contractual obligations involving any profitparticipation features, nor shall it or they have outstanding any rights oroptions to subscribe for or to purchase any Shares or any securities orInvestments convertible into or exchangeable for Shares.  As of the Closing, the Company shall not besubject to any obligation (contingent or otherwise) to repurchase or otherwiseacquire or retire any Shares.  TheCompany has only one class of common stock. Other than the Shares, there are no other Investments in the Company. 

###  

### (d)           Each Seller is now and will be the sole,full legal and beneficial owner of the Shares, as set forth on Schedule3.1(d), with full and absolute right and power to sell, assign and transferthe same.  After giving effect to theconsummation of the transactions contemplated by

 

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### this Agreement, the Purchaser will own the Sharesformerly owned by each Seller free and clear of any Lien or Indebtedness andthe Purchaser will own one hundred percent (100%) of the any Investment in theCompany.

###  

### (e)           There are no statutory or contractualpreemptive rights or rights of first refusal with respect to the transfer ofthe Shares hereunder.  Neither theCompany nor any of the Sellers has violated any applicable federal or statesecurities laws in connection with the offer or sale of any Shares hereunder.The offer and sale of the Shares hereunder does not require registration underthe Securities Act or applicable State or local securities or other laws.

###  

### (f)            There are no individuals who have anyspousal or dower rights in any of the Shares or the Acquired Assets, under anyfederal, State or local law, including, but not limited to, Louisiana CivilCode Article 2531, who are not parties hereto.

###  

### (g)           The Company has no Affiliates and noSeller has any Affiliates with any Investment in the Shares, the Company or theAcquired Assets.. 

###  

### (h)           The execution, delivery and performanceof this Agreement and all other agreements, instruments and transactions contemplatedhereby and thereby to which any Seller is a party have been duly authorized byall requisite organizational approvals. This Agreement and all other agreements and instruments contemplatedhereby to which any Seller is a party each constitutes a valid and bindingobligation of each Seller, as applicable, enforceable in accordance with itsterms.  Assuming the payment of all Liensor Indebtedness by the Sellers, the execution and delivery by each Seller ofthis Agreement and all other agreements and instruments contemplated hereby towhich any Seller is a party, the offering and sale of the Shares hereunder andthe fulfillment of and compliance with the respective terms hereof by eachSeller, does not and shall not: (i) conflict with or result in a breach ofthe terms, conditions or provisions of, (ii) constitute a default under,(iii) result in the creation of any Lien or Indebtedness upon the Companyor the Acquired Assets pursuant to, (iv) give any third party the right tomodify, terminate or accelerate any obligation under, (v) result in aviolation of, or (vi) require any authorization, consent, approval,exemption or other action by or notice or declaration to, or filing with, anythird-party, any court or administrative or governmental body or agencypursuant to, the Articles of Incorporation or By-laws of the Company, or anylaw, statute, rule or regulation to which any Seller is subject or anyagreement, instrument, order, judgment or decree to which any Seller or theirassets are subject, other than: (a) appropriate notifications to the LouisianaState Police and Louisiana gaming authorities of the consummations of thetransfers contemplated by this Agreement; and (b) appropriate licensure and/orfindings of suitability of the Purchaser by the Louisiana Gaming Control Board.

###  

## 3.2           No Distribution. No assets of the Company, except: (i) such cash transferred prior to thesale hereunder as shall be necessary to ensure that the Company has not lessthan $100,000 in cash at the Closing; (ii) the Excluded Assets; and (iii) thoseassets sold or consumed in the ordinary course of the operations of theCompany, have been distributed or otherwise disposed of

 

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## during the six (6) months preceding the Agreement Dateand no assets of the Company will be distributed from the Agreement Date to theClosing Date except those identified above.

##  

## 3.3           No Indebtedness. Neither the Company nor any of the Acquired Assets shall have anyIndebtedness or Liens at the time of the transfer of the Shares hereunderexcept normal reoccurring trade payables.

##  

## 3.4           No Adverse Change. From January 1, 2005 to and through the Closing Date, save and exceptfor the Adverse Effects of Hurricane Rita, there has not been nor shall therebe any adverse change in the operating results, operations, condition(financial or otherwise), prospects, employee relations or customer or supplierrelations of the Company or the Acquired Assets.

##  

## 3.5           Permits.  Schedule3.5 hereto lists all of the permits, rights, privileges and franchises inthe name of or held by the Company (hereafter sometime referred to collectiveas the “Permits”).  Except as set forthon Schedule 3.5, those are all of the Permits required by the Companyfor the ownership of its properties and for the conduct of its business; all ofthe Permits are validly issued and in effect; and the execution and delivery ofthis Agreement, the performance of Sellers of Sellers’ obligation under thisAgreement, and consummation by Sellers of the transactions contemplated by thisAgreement shall not terminate, rescind or revoke the Permits or give any thirdparty a right to terminate, revoke or rescind the same.

##  

## 3.6           Company Agreements. The Company is not a party to any contract, lease, employment agreement(other than unwritten employment at-will agreements which the Company canterminate at Closing without any liability), mortgage, security agreement,note, other evidence of Indebtedness or any other agreement of any nature,type, kind or duration (hereafter sometimes referred to individually as a “CompanyAgreement”) for which the Company will have continuing liability following theClosing.  Schedule 1.14 reflectsall Excluded Liabilities which will be assigned and/or transferred to theSellers, pursuant to instruments approved of by the Purchaser, prior to theClosing Date.   Each of the Sellers doeshereby, individually, indemnify, defend and hold the Purchaser and the Companyharmless from any claims, loss, fees, expenses or charge, including reasonableattorney’s fees, arising from or related to the Excluded Liabilities.  Sellers, as part of the Closing, shalldeliver such release or other documents or instruments, reasonably acceptableto the Purchaser, evidencing the release of the Company and the Acquired Assetsfrom the Excluded Liabilities.

##  

## 3.7           Financial Statements.  Schedule3.7 contains (a) the unaudited Financial Statements for the Company for thecalendar years of 2001 through 2004 and (b) the Company’s 2005 FinancialStatements for the months ended September 30, 2005, prepared by the Company’saccountant (collectively, “Financial Statements”) each in accord with generallyaccepted accounting principles.

##  

### (a)           The Financial Statements are: (i) true,accurate and complete, in all material respects; (ii) in accordance with thebooks and records of the Sellers and the Company; and (iii) fair presentationsof the financial position and results of operations of the Truck Stop and the

 

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### Company, in conformity with generally acceptedaccounting principles applied on a consistent basis.

###  

### (b)           Each of the Sellers, jointly andseverally, represent and warrant that the financial condition of the Companyfrom and after the date of the last Financial Statements has only improved andthat there has been no adverse change since such date that would otherwiseadversely effect the Company, the Acquired Assets or the Financial Statements.

###  

## 3.8           Absence of Certain Developments. Except as set forth on Schedule 3.8 hereto, from and after July1, 2004 and continuing until the Closing Date, there has not occurred, nor isthere threatened, (a) any adverse change in the financial or other condition ofthe Company or in its assets, liabilities, properties, business or prospects orthe Acquired Assets, and (b) to the best of the Sellers’ knowledge, no Selleris aware of any event or condition that has or might reasonably have an adverseeffect on the Company’s financial condition, business, assets or prospects orthe Acquired Assets, save and except the Adverse Effects of Hurricane Rita.

##  

## 3.9           Compliance with Law.** **To the best of Sellers’ knowledge,information and belief, except as set forth on Schedule 3.9 hereto, theCompany is not in violation of any laws, ordinances, governmental rules orregulations to which it is subject.

##  

## 3.10         Pending andThreatened Actions.  Except as set forth on Schedule 3.10,there are no actions, suits, proceedings, orders, investigations or claimspending or, to the best of any Seller’s knowledge, threatened against oraffecting the Company, the Acquired Assets or pending or threatened by anySeller or the Company against any third party, at law or in equity, andaffecting in any manner the Company or the Acquired Assets or the prospectsthereof, before or by any federal, foreign, state, parish or local court,governmental department, commission, board, bureau, agency or instrumentality(including any actions, suits, proceedings or investigations with respect tothe transactions contemplated by this Agreement).  Neither the Company nor any of the Sellers issubject to any arbitration proceedings or any governmental investigations orinquiries (including inquiries as to the qualification to hold or receive anylicense or permit, including, but not limited to, the right to have Devices orsell liquor and sell or store petroleum products or by-products); and, to eachSeller’s best knowledge information and belief, there is no basis for any ofthe foregoing.  Neither the Company, norany Seller is subject to any judgment, order or decree of any court or othergovernmental agency, and has not received any written opinion or memorandumfrom legal counsel to the effect that it or they are exposed, from a legalstandpoint, to any liability which may involve or be related, in any manner, tothe Company or the Acquired Assets and which may have a continuing effect,after the Closing Date, upon the Company or the Acquired Assets or for whichthe Company or the Acquired Assets may incur any liability in any mannerwhatsoever.

##  

### (a)           Each Seller does, jointly and severally,hereby indemnify, defend and hold harmless the Purchaser, its assigns, and theCompany from and against any and all expenses, claims, fees, damages or losses,including reasonable attorney’s fees, which the Purchaser or the Company maysuffer as a result of any litigation matter, claim or choses in action existingor accruing as of the Closing Date or arising or filed thereafter and related,in any manner, to the

 

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### operation of the Company or ownership of the Shares orAcquired Assets at or prior to the Closing Date (each a “Litigation Matter”).  Purchaser shall have the right, at its soleelection, to participate in the defense of any Litigation Matter, including,but not limited to, requiring the defense to be conducted by legal counsel ofits choice.

###  

## 3.11         Absence of Undisclosed Liabilities andIndebtedness.  Except as set forth on Schedule 3.11hereto, the Company does not have any liability or Indebtedness, absolute orcontingent, which is not reflected in this Agreement, in the FinancialStatements or in other Schedules or Exhibits to this Agreement.

##  

## 3.12         Employees.  Schedule 3.12 lists all of the Company’s employees and eachemployee’s current salary and benefits, including but not limited to, theiraccrued vacation days with pay and accrued sick days with pay and the basis ofdetermining the number of vacation days with pay and sick days with pay towhich each employee is entitled.  Exceptas set forth on Schedule 3.12, the Company has no employees, has noemployment contract with any of its employees and has no collective bargainingagreements covering any of its employees. There are no controversies or labor troubles pending (or to the best ofany Seller’s knowledge, information and belief threatened) between the Companyand any of its employees; to the best of any Seller’s knowledge, informationand belief, the Company has complied in all respects with all applicableFederal and state laws and regulations respecting employment and employmentpractices, terms and conditions of employment, wages and hours and other lawsrelated to employment; and there are no arrears in the payments of wages;withholding or social security taxes, unemployment or workingman’s compensationinsurance premiums or other similar obligations.

##  

## 3.13         Employee Benefit Plans.  Schedule3.13 hereto lists all pension plans, profit-sharing plans, contracts,bonuses, commissions, savings, stock options, former or current employees ofthe Company or under which the Company has any obligation or liability (“BenefitArrangements”).  To the best of anySeller’s knowledge, information and belief, the Benefit Arrangements are andhave been administered in substantial compliance with their terms and therequirements of applicable law; the Pension Benefit Guaranty Corporation (“PBGC”)has not instigated or threatened to instigate proceedings to terminate anyBenefit Agreements; no litigation or investigation is pending or threatened concerningor involving any Benefit Agreements; and no unfunded liability or accumulatedfunding deficiency exists under or with respect to Benefit Agreements which hasnot been properly reflected on the Financial Statements.

##  

## 3.14         Title to Assets. The Company has good and merchantable title to all of its assets and,excluding only Tract B-2, to the Acquired Assets.  Except as set forth on Schedule 3.14,none of the Company’s assets nor the Acquired Assets are subject to anymortgage, pledge, Lien, security interest, lease, encumbrance, Indebtedness orcharge except for accrued Taxes not yet due and payable.  

##  

## 3.15         Condition of Tangible Property.** **Each of the****AcquiredAssets is in good operating condition and repair, normal wear and tearexcepted.

 

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## 3.16         Brokerage.** **There are no claims for brokeragecommissions or finder’s fees or similar compensation in connection with thetransactions contemplated by this Agreement based on any arrangement made by oron behalf of the Company or the Sellers for which the Purchaser or the Companyshall have liability following the Closing, and Sellers agree to indemnify andhold Purchaser and the Company harmless against any costs or damages incurredas a result of any such claim.

##  

## 3.17         Environmental Matters.** **Except as listed on Schedule3.17 hereto,

##  

### (a)           The operations of the Company comply inall respects with all Environmental and Safety Requirements except where anynoncompliance shall not have an adverse effect on the condition (financial orotherwise), affairs or business operations of the Company or the AcquiredAssets;

###  

### (b)           without limiting the generality of theforegoing, the Company and each Seller have obtained and complied with, and arein compliance, in all respects, with all permits, licenses and otherauthorizations that may be required pursuant to Environmental and SafetyRequirements for the occupation and operation of the Truck Stop, including, butnot limited to, the sale and storage of fuel and fuel oil; a list of all suchpermits, licenses and other authorizations is set forth on Schedule 3.17(b);

###  

### (c)           neither the Company, nor its currentproperty or operations are subject to any order from or agreement with anygovernmental authority or third party respecting (i) the failure of the Companyto comply with any Environmental and Safety Requirements or any remedial actionor (ii) any environmental liabilities and costs arising from a violation oralleged violation of any Environmental and Safety Requirements except for thoseorders and agreements with which the Company has complied and are listed on Schedule  3.17(c);

###  

### (d)           neither the Company nor its operations issubject to any judicial or administrative proceeding alleging a violation ofany Environmental and Safety Requirement and no Seller has received any notice(whether oral or written) related to the same nor to the best of any the Seller’sknowledge is there any reason or grounds for the same; 

###  

### (e)           none of the current or past operations ofthe Company is subject of any investigation by any governmental authorityevaluating whether any remedial action is needed to respond to a violation orthreatened violation of any Environmental and Safety Requirements; and

###  

### (f)            Schedule 3.17(f) is a full, complete and accurate list ofall Underground Storage and Aboveground Storage Tanks (UST’s and AST’s,respectively) on the Acquired Assets, each of which is now and has at all timesprior hereto been operated and maintained in full compliance with allapplicable Environmental and Safety requirements.

###  

## 3.18         Insurance.  Schedule3.18 lists all insurance policies and programs owned by the Company, thepremiums for each insurance policy and program and the date on which each

 

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## insurance policy and program premium is next due.  Except as set forth on Schedule 3.18,to the best of any Seller’s knowledge, information and belief, each of thoseinsurance policies and programs is in full force and effect, and the insurancepremiums for those policies and programs have been paid in full through theClosing Date.  There are no outstandingclaims under any insurance policies or program.

##  

## 3.19         Truck Stop Real Property. To the best of each Sellers’ knowledge, there is not now pending nor threatened:(a) any litigation or proceeding to take all or any portion of the AcquiredAssets by eminent domain; (b) any street widening or changes in any highway ortraffic lanes or patterns in the immediate vicinity of the Truck Stop; or (c)other change or modification by a state, local or federal authority or agencywhich would adversely affect the Truck Stop or any of the Acquired Assets.  Further, (i) the Truck Stop is connected toand serviced by adequate water, natural gas, sewage disposal and electricfacilities; (ii) all material systems of the Truck Stop, including, but notlimited to, heating, ventilation, air conditioning, electrical, sewage,plumbing, etc., are in good operating condition, subject to reasonable andordinary wear and tear; and (iii) to the knowledge of each Seller, the TruckStop and all improvements located thereon are in full compliance with currentbuilding and zoning laws.  No Seller hasany information or knowledge that any portion of the Acquired Assets are beingcondemned or otherwise taken for use as part of any street or highway wideningprocess.

##  

## 3.20         Continued Operations. Each of the Sellers’ represents and warrants that the Company shall beable to continue to operate the Truck Stop, without change and without being subjectto any Liens, Indebtedness or claims of any nature, on the same basis as it wasoperated prior to the Closing Date.

##  

## 3.21         Tax Matters. The Purchaser shall have no liability for or exposure to any Taxesarising from the operation(s) of the Company or the Acquired Assets prior tothe Closing Date.  All necessary andrequired Tax Returns have been timely filed and are correct in all materialrespects as to the amount of any Tax owed and have been prepared in compliancewith all applicable laws and regulations in all respects; the Company has paidall Taxes due and owing by it (whether or not such Taxes are required to beshown on a Tax Return) and have withheld and paid over to the appropriatetaxing authority all Taxes which it is required to withhold from amounts paidor owing to any employee, member, creditor or other third party; no Seller haswaived any statute of limitations with respect to any Taxes or agreed to anyextension of time with respect to any material Tax assessment or deficiency; asof the Agreement Date; no foreign, federal, state, parish or local tax auditsor administrative or judicial proceedings are pending or being conducted withrespect to the Company or any of the Acquired Assets; no information related toTax matters has been requested by any foreign, federal, State or local taxingauthority and no written notice indicating an intent to open an audit or otherreview has been received by the Company or any Seller from any foreign,federal, State, parish or local taxing authority.

##  

### (a)           The Company has not made an electionunder §341(f) of the Code.  The Companyis not liable for the Taxes of another Person (i) under Treas. Reg. §1.1502-6 (or comparable provisions of state, local or foreign law),(ii) to any Seller’s knowledge, as a transferee or

 

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### successor, or (iii) by contract orindemnity.  The Company is not a party toany tax sharing agreement; and

###  

### (b)           On the date of its formation and at alltimes thereafter, the Company has been classified as either a sub-chapter “S”corporation under the Code for (i) federal income tax purposes and (ii) forstate and local income tax purposes in Louisiana.

###  

### (c)           The Company is now a sub-chapter “S”corporation under the Code and was not at any prior time a “C”corporation.  

###  

### (d)            Not less than twenty (20) days prior tofiling any Tax Return for the tax year of 2005 or any part thereof, each suchTax Return shall be submitted to the Purchaser. 

###  

## 3.22         Listed Devices. The Listed Devices are all of the Devices currently placed in the TruckStop and each Listed Device is owned by the Company.  Each Seller agrees, as a part of the Closing,to request a coordinated transfer of the Listed Devices from the Louisianagaming regulatory authorities and to cooperate in the transfer of said ListedDevices and to timely provide all documentation and information as shall benecessary to ensure the orderly and proper transfer of Listed Devices at theTruck Stop, including ensuring that there is no period of time during such atransfer when the Listed Devices are not legally operating at the Truck Stopand available for play by the general public. Concurrently herewith, each Seller agrees for themselves and to causethe Company to execute a purchase agreement with Southern Trading Company, aLouisiana corporation, or any other designee of the Purchaser, transferring allof Company’s interest in the Listed Devices to Southern Trading Corporation forthe total consideration of One Dollar ($1.00) per Device.

##  

### (a)           The amount and type of fuel sales at theTruck Stop, at all times for the last twenty-four (24) months, have beensufficient to qualify the Truck Stop, pursuant to the Liquor and Gaming Laws ofthe State of Louisiana, as a truck stop facility approved to operate not lessthan fifty (50) Devices.  No Seller hasany knowledge of any information that would lead any party to reasonablyanticipate any change in the foreseeable future in the level and type of fuelsales at the Truck Stop.  Except as setforth on Schedule 3.23, not more than one (1) percent of all fuel salesat the Truck Stop during any one (1) year period were made to any Seller or anyAffiliate of the same.

###  

### (b)           The Company currently has and will as ofthe Closing have a validly issued Establishment License and a Device OwnersLicense and neither of the foregoing is now nor at the Closing shall be subjectto any investigation or condition.

###  

3.23         Interest in Competitors, Suppliers andCustomers.  Except as set forth on Schedule 3.23,none of the Sellers has any ownership interest in any competitor, supplier orcustomer of the Company.

 

15

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3.24         United States Securities Law Compliance.

 

(a)           No Seller has either directly norindirectly offered the Shares for sale, nor solicited any offer to buy theShares, by means of any general advertising or by any other form of generalsolicitation.  No Seller has eitherdirectly nor indirectly offered the Shares for sale, nor solicited any offer tobuy the Shares, in any other manner that would require the sale of such Sharesto be subject to the registration requirements of the Securities Act or anystate securities law, rule or regulation.

 

### (c)           No Seller is selling the Shares on behalfof the Company in connection with the distribution of such Shares.

###  

### (d)           Each Seller confirms that he or she didnot acquire the Shares with a view to, or for, the resale in connection withany distribution thereof within the meaning of the Securities Act or any statesecurities law, rule or regulation which would not be exempt from theregistration requirements of the Securities Act or any state securities lawrule or regulation.

###  

### (e)           This Agreement has been duly executed anddelivered by each Seller and, assuming the due authorization, execution anddelivery by the Purchaser, constitutes the legal, valid and binding obligationof each Seller enforceable against each Seller in accordance with itsterms.  Each Seller is of the age ofmajority and of sound mind and under no mental disabilities whatsoever.

###  

# **ARTICLEIV**

 

**REPRESENTATIONS AND WARRANTIES OF PURCHASER**

 

## 4.1           Purchaser represents and warrants to eachof the Sellers as follows:.  

 

### (a)           The Purchaser is duly formed, validlyexisting and in good standing under the laws of the State of Delaware and isqualified to do business in every jurisdiction in which its ownership ofproperty or the conduct of business requires it to qualify.  The Purchaser possesses all requisite powerand authority, and all licenses, permits and authorizations necessary, to ownand operate its properties, to carry on its businesses as now conducted and tocarry out the transactions contemplated by this Agreement.  The Purchaser is not in violation of any ofthe provisions of its Articles of Incorporation or By-Laws.

###  

### (b)           Purchaser has taken all action necessaryfor the due authorization, execution, delivery and performance of thisAgreement and its respective obligations under this Agreement.  Upon execution and delivery by Purchaser andSellers, this Agreement shall constitute the valid and legally bindingobligation of Purchaser in accordance with its terms.

###  

### (c)           There are no claims for brokeragecommissions of finder’s fees or similar compensation in connection with thetransactions contemplated by this Agreement based on any arrangement made by oron behalf of Purchaser that will become a liability of the Seller, andPurchaser agrees to indemnify and hold Sellers harmless against any costs ordamages incurred as a result of any such claim.

 

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### (d)           Execution and delivery by Purchaser ofthis Agreement, performance by Purchaser of its respective obligations underthis Agreement and consummation by Purchaser of the transactions contemplatedby this Agreement do not require Purchaser to obtain any consent, approval oraction by, or make any filing with or give any notice to, any Person, exceptsuch as have been duly obtained or made, as the case may be, and are in fullforce and effect, and routine filings with regulatory authorities.

 

# **ARTICLEV**

 

**CONDITIONS PRECEDENT**

 

## 5.1           Conditions to the Purchaser’s Obligations. The obligation of the Purchaser to purchase the Shares and the Tract B-2and to consummate the transactions contemplated in this Agreement shall beexpressly subject to the satisfaction and fulfillment, at or before theClosing, of each of the following conditions precedent and any other conditionsstated elsewhere in this Agreement.

##  

### (a)           There shall be no cause of action, orderor preliminary or permanent injunction entered, pending or threatened in anyaction or proceeding before any United States federal or state court or agency,or any foreign court, of competent jurisdiction or governmental authority(which has jurisdiction over the enforcement of any applicable laws) enjoiningor threatening, in whole or in part, the Company’s current operations, makingillegal or prohibiting the consummation of the transactions hereunder,including the transfer of the Shares or the Acquired Assets and/or theoperation of Devices at the Truck Stop.

###  

### (b)           The representations and warranties ofeach Seller set forth in this Agreement and the Exhibits, Schedules,attachments, documents, certificates, Financial Statements or other itemsprepared or supplied to the Purchaser by or on behalf of any Seller or theCompany shall be true and correct in all respects on the Closing Date with thesame effect as though all such items had been made on and as of such date, andeach Seller shall deliver, as a part of the Closing hereunder, to the Purchasera certificate certifying such or identifying any changes as of the ClosingDate.

###  

### (c)           The Purchaser shall have received a goodstanding certificate for the Company dated within fifteen (15) days prior tothe Closing Date.

###  

### (d)           The Acquired Assets shall be in goodphysical and operating condition, excepting normal wear and tear only, asexisted on the Agreement Date.  No damageor casualty shall have occurred to the Acquired Assets, Devices or operationsof the Company prior to the Closing Date.

###  

### (e)           Purchaser shall have received a legalopinion, in the form of Exhibit D attached hereto, from legal counselfor the Sellers.

 

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### (f)            As of the Closing Date, there shall be noadverse change in the operating results, operations, condition (financial orotherwise), prospects, employee relations or customer or supplier relations ofthe Company or the Acquired Assets, as applicable.  

###  

### (g)           The Purchaser shall have received fromeach Seller as appropriate each of the instruments and other documents referredto elsewhere in this Agreement.

###  

### (h)           All Managers, Directors and Officers ofthe Company shall have resigned effective as of midnight on the Closing Dateand the Purchaser shall have received from each Manager, Director and Officerthe written resignation described above.

###  

### (i)            Each Seller agrees that on or prior tothe Closing Date, they shall, as applicable, have executed a purchase agreementbetween the Company and Southern Trading Corporation, or any other designee ofthe Purchaser, transferring to Southern Trading Corporation, or such otherdesignee, all of the Listed Devices as of the Closing Date.

###  

## 5.2           Conditions to the Sellers’ Obligations. The obligation of each Seller to sell the Shares and the Tract B-2 tothe Purchaser shall be subject to the satisfaction and fulfillment, at orbefore the Closing, of the following conditions precedent: 

##  

### (a)           There shall be no cause of action, orderor preliminary or permanent injunction entered, pending or threatened in anyaction or proceeding before any United States federal or state court or agency,or any foreign court, of competent jurisdiction or governmental authority(which has jurisdiction over the enforcement of any applicable laws) enjoiningor threatening, in whole or in part, the Company’s current operations, makingillegal or prohibiting the consummation of the transactions hereunder,including the transfer of the Shares, the Acquired Assets and/or the operationof Devices at the Truck Stop;

###  

### (b)           Purchaser has timely delivered or causedto be delivered the Purchase Price and the Tract B-2 Purchase Price, plus orminus any applicable prorations hereunder, to the Title Company;

###  

### (c)           Purchaser shall have performed allobligations and complied with all agreements and covenants required hereunderto be performed by Purchaser on or before the Closing Date;

###  

### (d)           Purchaser’s representations andwarranties contained herein and in any documents furnished to the Sellers on orprior to the Closing Date shall be true and correct in all respects as of theClosing Date;

###  

### (e)           The Title Company has confirmed toSellers that the Title Company is unconditionally prepared to disburse thePurchase Price and the Tract B-2 Purchase Price (plus or minus all applicableprorations and the Escrow Hold-Back) to the Sellers or their designees subjectonly to the performance by the Sellers of their respective obligations underthis Agreement;

 

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# **ARTICLEVI**

 

**ACT OF CASH SALE, ADJUSTMENTS AND PRORATIONS, CLOSING.**

 

## 6.1           Act of Cash Sale. The Tract B-2 Sellers shall convey Tract B-2 to Purchaser by an Act ofCash Sale, attached hereto as Exhibit B, conveying good, marketable andindefeasible fee simple title to Tract B-2 subject only to the encumbrancesidentified on Schedule 2.2.  

##  

## 6.2           Taxes and Assessments: Closing Costs.

##  

### (a)           Real estate and *ad valorem*taxes, general and special and assessments (collectively “Real Estate Taxes”),  utilities and other similar charges, shall beprorated between the Sellers, as applicable, and the Purchaser as of theClosing Date, such that credits, charges and expenses of the Company, up to7:00 a.m. local time on the Closing Date and all days preceding the ClosingDate, shall be allocated to Sellers, as applicable (regardless of when aninvoice is issued or payment for such charges and expenses is due), andcredits, charges and expenses after 7:00 a.m. local time on the Closing Dateshall be allocated to Purchaser.  ThePurchase Price shall be adjusted at the Closing to reflect the prorations.

###  

### (b)           If the actual amount of Real Estate Taxesis not known on the Closing Date, Real Estate Taxes shall be prorated on thebasis of the rate shown on the last available tax duplicate.  Each Seller represents and warrants thatthere are no special assessments with regard to the any real property owned bythe Company or Tract B-2.  Upon receiptof the final tax duplicate for the period encompassing the Closing Date, theparties shall adjust, outside of the escrow, the proration of Real Estate Taxesbased upon the actual tax duplicate.

###  

### (c)           If any errors or omissions are maderegarding adjustments and prorations as aforesaid, the parties shall make theappropriate corrections promptly upon the discovery thereof. Any correctedadjustment or proration shall be paid in cash to the party entitled thereto.Purchaser shall pay for recording fees and any escrow fees and transfer taxesand conveyance fees associated with the conveyance of any real propertyhereunder.  

###  

## 6.3           Closing.  Thistransaction shall be closed through an escrow that is to be held by the TitleCompany, in accordance with the general provisions of the usual form of escrowagreement then in use by such Title Company for transactions similar to thiswith such special provisions inserted as may be required to conform with thisAgreement.  Each party shall execute anddeliver on a timely basis all escrow instructions, acts of cash sale, funds,settlement statements and other documents reasonably necessary to accomplishClosing.  In addition to, and not inlimitation of, the foregoing:

##  

### (a)           On or before the Closing Date, Sellers,as applicable, shall execute, deliver or cause to be delivered to the TitleCompany all of the items listed below:

###  

#### i.              The Act of Cash Sale;

 

19

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#### ii.             The assignment, in blank, of the Shares;

####  

#### iii.            The Share Certificates;

####  

#### iv.            The Company’s corporate records andcorporate record book;

####  

#### v.             Any other instruments then requiredpursuant to any other sections of this Agreement;

####  

#### vi.            Mechanics Lien Affidavit required by theTitle Company; 

####  

#### vii.           A non-imputation affidavit; and

####  

#### viii.          Affidavit of non-foreign status, ascontemplated by Section 1445 of the Code.

####  

### (b)           On or before the Closing Date, Purchasershall deliver or cause to be delivered to Title Company the Purchase Price andthe Tract B-2 Purchase Price, less the Escrow Hold Back and the Deposit, andsubject to the prorations and credits as herein provided.

###  

### (c)           The transactions provided for in this Agreementshall be completed by the Title Company on the Closing Date by doing each ofthe following:

###  

#### i.              by filing the Act of Cash Sale for recordin the Records of Calcasieu Parish, Louisiana;

####  

#### ii.             by causing the issuance of the TitlePolicy, subject only to the Permitted Encumbrances, and forwarding the TitlePolicy to Purchaser;

####  

#### iii.            by prorating taxes, assessments and otheramounts, in accordance with this Agreement and the settlement statement, andpaying and charging Purchaser and Sellers for those costs and expenses to bepaid by Sellers or Purchaser pursuant hereto;

####  

#### iv.            by disbursing, pursuant to the settlementstatement, any and all funds then on deposit hereunder and all documentshereunder to the applicable parties; and

####  

#### v.             by preparing and forwarding to Purchaserand the Sellers four (4) signed copies of the settlement statement settingforth all receipts and disbursements provided for herein.

####  

### (d)           In the event the Title Company is unableto simultaneously perform all instructions set forth in Section 6.3(c) on theClosing Date, the Title Company shall so notify Sellers and Purchaser, andshall retain, unless otherwise instructed by the party depositing the same, alldocuments and funds deposited with the Title Company until receipt by the TitleCompany of written instructions executed by Sellers and Purchaser or by a courtof competent jurisdiction.

 

20

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## 6.4           Possession.  At Noon localtime on the Closing Date, Sellers shall cease operation of the Company and theAcquired Assets and shall deliver possession thereof to the Purchaser, and allrisk of loss with respect thereto shall pass to the Purchaser or its designee.

##  

## 6.5           Closing Activities. The Sellers and Purchaser agree that at 7:00 a.m. local time, or suchagreeable time thereafter on the Closing Date, a representative from each ofthem (the “Representatives”) shall meet at the Truck Stop and shall jointlyperform the following functions:

##  

### (a)           Representatives of the Purchaser shall bepermitted to fully inspect the Truck Stop to ensure it is in compliance withthe obligations and representations and warranties contained herein and thatthe Acquired Assets, including the Required Inventory Levels, are in place; 

###  

#### i.              If less than the Required InventoryLevels are in place, Purchaser shall receive a credit against the PurchasePrice for the amount of inventory (at cost not retail) necessary to meet theminimum Required Inventory Levels.

####  

### (b)           shall further cooperate to turn over allkeys, passwords, accounts, and copies of all records, documents, instrumentsand any other items necessary for the immediate and complete operation of theTruck Stop; and

###  

### (c)           verify that as of the Closing there is noless than $100,000 in cash left in the Company’s operating account.

###  

## 6.6           Escrow Hold Back. On the Closing Date, the Title Company shall withhold and pay over toDelafield, who shall act as escrow agent under this Section 6.6 (“Escrow Agent”),the Escrow Hold Back from the Sellers’ proceeds hereunder who shall hold suchfunds in escrow for the benefit of all parties as outlined herein.  In the event the Purchaser shall receive anyinvoice, bill or letter demanding payment for any costs, Taxes or any otherclaims that accrued or relate to any period of time on or prior to the ClosingDate (“Escrow Claim”), including, but not limited to, any point liability underthe Truck Stop’s frequent player program(s), Purchaser shall send evidence ofsuch Escrow Claim to the Escrow Agent and to the Sellers (“Hold Back Notice”).  

##  

### (a)           Sellers shall have ten (10) Business Daysfollowing their receipt of the Hold Back Notice to serve, in writing to boththe Escrow Agent and the Purchaser, any objections they may have to thesame.  If no objection is timely servedby the Sellers, Escrow Agent is herewith authorized, without further action byany party, to promptly pay such Escrow Claim out of the Escrow Hold Back.  

###  

#### i.              If Sellers shall timely object to anypayment out of the Escrow Hold Back and the basis for an objection is that theOperating Costs that are the subject of the Hold Back Notice arose after theClosing Date, then the Escrow Agent shall hold such amount as is identified inthe Hold Back Notice until such time as it receives written instructions fromall parties to disburse the same; or

####  

#### ii.             If Sellers shall timely object to anypayment out of the Escrow Hold Back and the basis for an objection is anythingother than an objection based upon Section 6.6(a)(i)

 

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#### above, the Escrow Agent shall hold the fundsidentified in the Hold Back Notice for an additional thirty (30) days, afterwhich it shall disburse such funds at the sole direction of the Purchaser.

####  

### (b)           Promptly after that date which is three(3) full calendar months after the Closing Date, Escrow Agent shall release anyfunds then remaining in the Escrow Hold Back to the Sellers.

###  

## 6.7           Sellers’ Release. Each Seller, on behalf of themselves and their heirs, executors,administrators, personal representatives, Affiliates, agents and the employees,owners, members, shareholders, officers, directors, successors and assigns ofthe Company prior to the Closing Date, hereby fully releases and dischargesPurchaser, any other past or future shareholders, members, officers anddirectors of the Purchaser and their heirs, executors, administrators, personalrepresentatives, successors and assigns and the Company and the Acquired Assets(the “Released Parties”), from any and all rights, claims, actions, causes ofaction, demands, damages, costs and expenses, claims for salaries orreimbursements, etc., whatsoever that any of the Sellers or any of theforegoing parties now has or may hereafter have against the Released Parties,directly or indirectly, arising out of or in any way relating to any Seller’soperation or ownership of the Truck Stop, the Acquired Assets or the Company,whether as an officer, director, agent, owner, member, shareholder, employee orotherwise.  In addition to the foregoing,each Seller shall cause its owners, members, shareholders, employees, officersand agents to resign, effective as of the Closing Date, any positions they mayhold within the Company, including, but not limited to, the positions ofdirector, officer, manager or agent. Nothing contained in the foregoing is intended to nor shall it beconstrued as releasing any claims that any Seller may have arising under thisAgreement.

##  

# **ARTICLEVII**

 

**OBLIGATION NOT TO DO**

 

## 7.1           Obligation Not To Do. For a period of five (5) years after the Closing Date, Sellers neitherdirectly nor indirectly (a) shall own any interest in, manage, be employed byor provide services to or consult with, directly or indirectly in any mannerwhatsoever, any Person (other than the Company) engaged in gaming or anyactivities related to the Truck Stop anywhere within the Parish of Calcasieu,(b) shall solicit any current or former customers of the Company concerninggaming or any activities related to the Truck Stop or (c) solicit any currentor future employee of the Company to leave the Company’s employment for otheremployment in gaming or any activities related to the Truck Stop.  

##  

### (a)           The foregoing restriction is anobligation not to do an act or take an action. Each Seller, for themselves and their Affiliates, acknowledge that theforegoing obligation not to do an act is a material inducement for thePurchaser to enter into this Agreement and is a necessary, reasonable andappropriate restriction.

 

22

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### (b)           Given the unique and competitive natureof the video poker industry and the operation of truck stop facilities, theparties hereto acknowledge and agree that the restrictions contained in thisSection 7.1 are reasonable and necessary to protect the Truck Stop fromcompetition for which it otherwise has little or no ability to defenditself.  The parties hereto furtheracknowledge and agree that the restrictions contained herein do not impose aburden upon one party which is not commensurate with the risk to any otherparty.

###  

### (c)           If a court of competent jurisdictiondetermines that the restrictions contained herein are too restrictive to beenforced, in whole or in part, this provision shall not be invalid, and allparties agree that the court shall modify the restrictions contained herein tothe extent necessary to permit their enforcement.

###  

### (d)           In the event of a breach or threatenedbreach of the provisions of this section, the Purchaser shall be entitled to aninjunction restraining each of the Sellers from competing against the Purchaseror the Company or from rendering any services to any person, firm, corporation,association, partnership or other entity that is competing against thePurchaser.  Nothing contained in thissection shall be construed as prohibiting the Purchaser from pursuing any otherremedies available for a breach or threatened breach of the restrictionscontained in this section, including the recovery of damages from the any ofthe Sellers. 

 

# **ARTICLEVIII**

 

**MISCELLANEOUS**

 

8.1           Default.** **Ifthere is a default under this Agreement, a party not in default shall givenotice of the default to the party in default, and the party in default shallhave seven (7) calendar days from notice in which to cure the default.  If any default cannot reasonably be curedwithin the seven (7) day period following notice, the party in default shallhave such additional time as is reasonably required to cure the default,provided the party in default diligently and continuously pursues all actionsnecessary to cure the default and further provided that, in no case, shall theparty in default have more than fifteen (15) calendar days from notice in whichto cure the default.

 

8.2           Specific Performance.** **Eachparty shall have the right to enforce this Agreement by specific performance.

 

8.3           Governing Law.** **Thisagreement shall be governed by and construed in accordance with the laws of theState.

** **

8.4           Jurisdiction and Venue.** **Theexclusive jurisdiction and venue for any disputes arising under this Agreementand any instruments or transactions contemplated by this Agreement shall be the14th Judicial District Court, Calcasieu Parish, Louisiana.

 

23

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8.5           Notices.  

 

### (a)           All communications under this Agreementshall be in writing and shall be mailed by first class mail, postage prepaid:

###  

#### i.              if to Sellers, at:

####  

RobertE. Christman and Louise C. Christman

809Henrietta Lane

LakeCharles, Louisiana 70605

 

RogerL. Miller and Yvonne Leger Miller

6128White Oak Drive

LakeCharles, Louisiana 70615

 

Copyto:

 

JosephA. Delafield

AProfessional Corporation

3401Ryan Street, Suite 307

P.O.Box 4272

LakeCharles, LA 70606

Facsimile:(337) 477-4738

 

#### ii.             if to Purchaser, at:

 

GamecoHoldings, Inc.

Attn:Stan Guidroz

c/oJalou

1869Mills Highway

BreauxBridge, Louisiana 70517

Facsimile:337-507-2280

 

Copyto:

 

HahnLoeser & Parks LLP

3300BP Tower

200Public Square

Cleveland,Ohio 44114

Attn:Stanley R. Gorom III, Esq.

Facsimile:(216) 274-2460

 

orto such other address or to the attention of such other person as the recipientparty has specified by prior written notice to the sending party.

 

24

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### (b)           Any notice so addressed, postage prepaid,and mailed by registered or certified mail shall be deemed to be given on thethird Business Day after the date it is mailed.

###  

8.6           Survival:Indemnification.

 

### (a)           All warranties, representations andcovenants made by Purchaser or by Sellers in this Agreement or in anycertificate or other instrument delivered by Purchaser or Sellers under thisAgreement shall be considered to have been relied upon by Seller or Purchaser,as the case may be, and shall survive delivery by Sellers to Purchaser of theShares or the payment by Purchaser to Sellers of the Purchase Price or theTract B-2 Purchase Price, regardless of any investigation made by Sellers orPurchaser or on Sellers’ or Purchaser’s behalf. All statements on any certificate or other instrument deliveredhereunder shall constitute warranties and representations by Sellers orPurchaser, as the case may be.

###  

### (b)           Sellers, jointly and severally, shallindemnify, defend and hold Purchaser and its shareholders, officers, directorsand agents harmless from all damages, losses, claims, obligations, fees, liabilitiesand expenses, including reasonable counsel fees incurred in litigation orotherwise (“Damages”) assessed, incurred, paid or sustained by or against themwith respect to or arising out of, directly or indirectly:

###  

#### i.              the failure of any representation orwarranty made by Sellers in this Agreement or in any Schedule, Exhibit orcertificate, document or instrument delivered pursuant to this Agreement to betrue and correct in all respects as of the Closing Date; and 

####  

#### ii.             the failure of Sellers to perform andcomply in all material respects with all agreements, obligations and conditionsrequired of Sellers under this Agreement when and as required by thisAgreement.

####  

### (c)           if a suit or administrative proceeding isbrought against Purchaser or its parents, subsidiaries or affiliates and/ordirectors, officers, stockholders, members, partners, agents, servants,employees, successors or assigns or each or any of them (each, an “IndemnifiedParty”) to recover for or on account of any liability for which Sellers areresponsible under this Agreement and/or law or as a result of a breach by anySeller of this Agreement, Sellers shall appear and defend that suit oradministrative proceeding at Sellers’ sole cost and expense (including, but notlimited to, court costs and attorney fees and expenses) and shall pay anyjudgment (or settlement in lieu thereof) that may be entered against one ormore of the Indemnified Party, as the case may be.  If, in an Indemnified Party’s reasonedopinion, it becomes necessary for the Indemnified Party to defend itself in asuit or administrative proceeding, Sellers shall pay all court costs, attorneyfees and expenses and other expenses incurred by the Indemnified Party.

 

8.7           Successors andAssigns.  This Agreement shall inureto the benefit of and be binding upon Sellers and Purchaser and the successorsand assigns of each of them.  Sellersshall not assign any or all of their rights or obligations under this Agreementwithout the prior written consent of Purchaser or its successors and assigns,as the case may be.  Purchaser and its

 

25

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successors and assigns shall not assign its rights or obligations underthis Agreement without Sellers’ prior written consent except that Purchaser withoutSellers’ prior written consent may assign its rights and obligations under thisAgreement to any Person who purchases the part of the Shares owned by thePurchaser and except that the Purchaser and its successors and assigns mayassign their rights and obligations under this Agreement without Sellers’ priorwritten consent to any Person that acquires all or substantially all of theCompany’s assets.  If, pursuant to therequirements in this Section 8.7, Purchaser assigns its rights and obligationsunder this Agreement without Sellers’ prior written consent, Purchaser shallnot be responsible for any failure of the assignee to satisfy the obligationsassigned.  If consent to an assignment isrequired and if consent is given, the party giving the consent shall specifywhether the party or parties assigning his, its or their rights under thisAgreement shall or shall not continue to be responsible for any failure of theassignee to satisfy the obligations assumed.

 

8.8           Entire Agreement;Amendment and Waiver.  This Agreementconstitutes the entire understanding of the parties hereto and supersedes allprior agreements or understandings with respect to the subject matter hereofbetween the parties.  This Agreement maynot be amended, and the observance of any term of this Agreement may not bewaived, without Purchaser’s or Sellers’ prior written consent, as the case maybe.  Unless expressly provided otherwisein the Agreement, no act, delay, omission or course of dealing on the part ofany party hereto in exercising any right, power or remedy hereunder shalloperate as, or be construed as, as a waiver or otherwise prejudice such party’srights, powers and remedies under this Agreement.

 

8.9           Counterparts.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original copy, and all ofwhich together shall constitute one agreement binding on the parties hereto.

 

## 8.10         AdditionalInstruments and Information.  Allparties agree and obligate themselves to promptly execute any additionaldocuments and instruments and take any other actions necessary and proper forthe complete and expeditious implementation and satisfaction of the provisionsand intent of this Agreement.  Inaddition, each Seller agrees that during and subsequent to the saletransaction, each Seller shall have a continuing duty to supply suchinformation and documentation and to perform such acts as may be required byany federal, state or local authority or the Liquor and Gaming Laws of theState of Louisiana.

##  

## 8.11         MutualNegotiation.  Sellers and Purchaseragree they have participated jointly in the negotiation and drafting of thisAgreement and, if there is an ambiguity or question of intent or question ofinterpretation concerning this Agreement, this Agreement shall be construed ashaving been jointly negotiated and drafted by all parties without the creationof any burden of proof favoring or disfavoring any party that arose from thenegotiation and drafting of this Agreement.

##  

## 8.12         Severability.  Each provision of this Agreement shall beconsidered severable and, and if for any reason any provision which is notessential to the effectuation of the basic purposes of the Agreement isdetermined to be invalid and contrary to any existing or future law, that invalidity

 

26

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## shall not impair theoperation of, or affect, those provisions of the Agreement that are valid,provided the valid provisions remaining result in an equitable agreement.

##  

## 8.13         ForceMajure.  Any time period orobligation to timely perform imposed upon any party hereunder shall be extendedas necessary when performance of such obligation(s) is rendered impossible orunreasonably difficult as a result of any acts of God, war, labor strikes orunrest, weather, acts of terrorism, general disruptions to the economy orday-to-day operations of the government of the Parish of Calcasieu, the Stateof Louisiana or the United States of America which make conducting generalbusiness unreasonably difficult or impossible.

##  

## 8.14         LegalFees.  Following the Closing, in anyaction by one party to the Agreement against the other party to enforce itsrights under this Agreement and/or any instrument contemplated by thisAgreement, the losing party shall reimburse the prevailing party for thereasonable and verifiable attorney fees and for the costs and expense incurredby the prevailing party in enforcing its rights and remedies under thisAgreement.

##  

## 8.15         ClosingCosts.  Except as provided otherwiseherein, each party shall be responsible for its own closing costs and fees.

##  

## 8.16         Genderand Plurals.  Whenever required bythe context of this Agreement, the masculine gender shall include the feminineand neuter genders, and vice-versa, and the singular shall include the pluraland vice-versa.

##  

## 8.17         Paragraphand Section Headings.  The headingsof the sections of this Agreement are inserted for convenience only and shallnot be deemed to constitute a part thereof.

##  

## 8.18         ResolutoryCondition.  Sellers and Purchaseracknowledge and agree that it is not their intent to create a vendor’s lien,mortgage or resolutory condition in this Agreement and that, if one is created,it is hereby released, relinquished, renounced and waived. 

##  

## 8.19         Incorporation.  Any and all Schedules, Exhibits or otherdocuments referred to herein or attached hereto are incorporated herein as iffully rewritten in this Agreement.

##  

## 8.20         EmployeeContact and Communication.  Purchaseragrees that, with the exception of the Truck Stop’s manager and bookkeeper, thePurchaser will not contact any employee of the Truck Stop without the priororal permission of any one of the Sellers. Both parties agree that they will not disclose the Purchase Price to anythird-party without the prior consent of the other party, excepting onlydisclosures: (i) as may be required for the purpose of reporting any Taxesarising as a result hereof; (ii) to any and all governmental authorities,including any and all state gaming or other regulators; and (iii) to any andall agents or employees of any party hereto, including accountants, attorneys,lenders, investment bankers, title agents or other similar parties.

 

27

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THUS DONE AND PASSED on the 12th day ofDecember, 2005, at the City of Lake Charles, State of Louisiana, theundersigned parties having affixed its signature in the presence of me, Notary,and the undersigned competent witnesses, after due reading of the whole.

 
| WITNESSES:            | SELLERS:                         |
|-----------------------|----------------------------------|
|                  |                             |
| /s/ Rebecca A. Hughes |                             | /s/ Roger L. Miller, Sr. |
| ** **            | **ROGER L. MILLER, SR.**, Seller |
| ** **            | ** **                       |
| /s/ Brenda Delafield  |                             | /s/ Yvonne Leger Miller |
|                  | **YVONNE LEGER MILLER**, Seller  |
|                  |                             |
|                  | /s/ Robert E. Christman          |
|                  | **ROBERT E. CHRISTMAN**, Seller  |
|                  |                             |
|                  | /s/ Louise C. Christman          |
|                  | **LOUISE C. CHRISTMAN**, Seller  |

 

 
|   | /s/ Joseph A. Delafield |   |
|--------|-------------------------|--------|
|   | **NOTARY PUBLIC**       |

 

THUS DONE AND PASSED on the       day of December, 2005, at the City of Lake Charles, State of Louisiana, theundersigned parties having affixed its signature in the presence of me, Notary,and the undersigned competent witnesses, after due reading of the whole.

 
|                  |                                      |
|-----------------------|-------------------------------------------|
| WITNESSES:            | JALOU II, INC:                            |
|                  |                                      |
| /s/ Rebecca A. Hughes |                                      | By: | /s/ Stan Guidior,  Authorized Rep. |
| ** **            | **Jeffery P. Jacobs, Authorized Officer** |
| ** **            |                                      |
| /s/ Brenda Delafield  |                                      |   |

 

 
|   | /s/ Joseph A. Delafield |   |
|--------|-------------------------|--------|
|   | **NOTARY PUBLIC**       |

 

28

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SCHEDULES AND EXHIBITS

 
| 1.     |   | Schedule 1.3     |   | Acquired Assets                    |
|--------|--------|------------------|--------|------------------------------------|
| 2.     |   | Schedule 1.4     |   | Adverse Effects of  Hurricane Rita |
| 3.     |   | Schedule 1.17    |   | Excluded Assets                    |
| 4.     |   | Schedule 1.18    |   | Excluded Liabilities               |
| 5.     |   | Schedule 1.23    |   | Listed Devices                     |
| 6.     |   | Schedule 2.2     |   | Tract B-2 Permitted  Encumbrances  |
| 7.     |   | Schedule 3.1(d)  |   | Ownership of Shares                |
| 8.     |   | Schedule 3.5     |   | Permits                            |
| 9.     |   | Schedule 3.7     |   | Financial Statements               |
| 10.    |   | Schedule 3.8     |   | Absence of Certain  Developments   |
| 11.    |   | Schedule 3.9     |   | Compliance with Laws               |
| 12.    |   | Schedule 3.10    |   | Pending/Threatened Actions         |
| 13.    |   | Schedule 3.11    |   | Undisclosed Liabilities            |
| 14.    |   | Schedule 3.12    |   | List of Employees                  |
| 15.    |   | Schedule 3.13    |   | Employee Benefits                  |
| 16.    |   | Schedule 3.14    |   | Title to Assets                    |
| 17.    |   | Schedule 3.17    |   | Environmental Matters              |
| 18.    |   | Schedule 3.17(b) |   | Authorizations                     |
| 19.    |   | Schedule 3.17(c) |   | Orders                             |
| 20.    |   | Schedule 3.17(b) |   | UST/AST                            |
| 21.    |   | Schedule 3.18    |   | Insurance                          |
|   |   |             |   |                               |
| A.     |   |             |   | Easement                           |
| B.     |   |             |   | Tract A and Tract B-2              |
| C.     |   |             |   | Act of Cash Sale                   |
| D.     |   |             |   | Legal Opinion                      |

 

29

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EXHIBIT A

 

[Easement]

 

** STATE OF LOUISIANA**

** **

**PARISH OF CALCASIEU**

 

**SERVITUDE/****EASEMENT**

 

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

 

                      ,having an address at                                         (“Grantor”), in favor of FUEL STOP 36, INC., a Louisiana limited liability company, having an address at 108 N.Highway 397, Lake Charles, Louisiana 70616 (“Grantee”).

 

Eachof whom did execute this Servitude/Easement (the “Easement”) this      day of                     ,2005 (“Easement Date”).

 

RECITALS

 

a.             Grantoris the owner of certain real property upon which is situated an access streetnamed “Wright Road” with its eastern most terminus at Opelousas Street in theCity of Lake Charles, Parish of Calcasieu, State of Louisiana (the “Roadway”); 

 

b.             Granteeis the owner of certain real property located adjacent to the Roadway in theCity of Lake Charles, Parish of Calcasieu, State of Louisiana (the “Grantee’sProperty”); and

 

c.             TheRoadway and the Grantee’s Property are identified on Exhibit A attached heretoand incorporated by this reference herein.

 

**NOW, THEREFORE,** in consideration of ten andno/100 dollars ($10.00) and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.             Incorporationof recitals.  The foregoing recitalsare incorporated herein as if fully rewritten herein.

 

 2.            Grantof access, ingress and egress easement. Grantor does hereby give, grant, bargain, sell, release and convey toGrantee, its successors and assigns forever, the perpetual non-exclusive rightto move pedestrian and vehicular traffic over, on and across the Roadway,including semi-tractor trailers and any other vehicles.

 

3.                                       Repairof Easement.  Grantor and Granteeshall mutually agree upon the extent, type and nature of any repairs andmaintenance needed to the Easement Area on the Roadway (as identified onExhibit A).  Grantee will be responsiblefor no more than one-half (1/2) of the costs of all such agreed upon repairsand/or maintenance.

 

4.                                       Limitationon Grant.  This Easement does notcontain and grants to Grantee no rights to the subsurface of any easement area,all such rights and privileges being expressly reserved to the Grantor.

 

5.                                       Nota Public Dedication.  Nothingcontained herein shall be deemed to be a gift or dedication of any portion ofany easement area to the general public or for the benefit of the generalpublic or for any public purpose whatsoever, it being the intention of theGrantor that this Easement shall be strictly limited to and for the purposesherein expressed.

 

6.                                       Successors.  The terms, covenants and provisions of thisEasement shall extend to and be binding upon the respective heirs, personalrepresentatives, administrators, executors, beneficiaries, successors andassigns, as applicable, of Grantor and Grantee. The parties agree that the easements, covenants, conditions and termshereof are intended to and shall run with the land and shall benefit theGrantee’s Property and burden

 

30

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the Grantor’sProperty.

 

7.                                       Representationsor Warranties.  Grantor does herebyrepresent and warrant to the Grantee that it is well seized of the Grantor’sProperty and have full, right, title and interest in the same and full right,title and power to grant the easements described herein.

 

8.                                       Notices.  All notices, requests, demands and othercommunications hereunder shall be in writing and shall be deemed given: (i) ifpersonally delivered; (ii) three (3) days after being placed in the UnitedStates’ mail, certified, return receipt requested; or (iii) one (1) day afterbeing placed for delivery with a nationally recognized overnight courier, ineach case addressed to the addresses first above written.

 

9.                                       MutualIndemnification.

 

(a)           Grantordoes herewith indemnify, defend and hold harmless Grantee from any and allclaims, expenses, losses, causes of action or liabilities it may suffer as aresult of the use of the Easement Area by Grantor or any of their employees,agents, customers or invitees, including the occupants of the industrial parklocated to the West of the Easement Area.

 

(b)           Granteedoes herewith indemnify, defend and hold harmless Grantor from any and allclaims, expenses, losses, causes of action or liabilities they may suffer as aresult of the use of the Easement Area by Grantee or any of its employees,agents, customers or invitees.

 

10.                                 Ifany portion of this Easement or any provision herein shall be found to beinvalid or unenforceable, the remaining provisions shall continue to be fullyeffective and enforceable and the Grantor do hereby consent to the modificationhereof, in any manner as a court may deem necessary, to preserve the grant ofeasements contained herein.

 

THUS DONE AND PASSED on the          day of                             ,2005, at the City of                          ,Parish of                                     ,State of                                    ,the undersigned party having affixed her signature in the presence of me,Notary, and the undersigned competent witnesses, after due reading of thewhole.

 
| WITNESSES: | GRANTOR:                                                                                                                                                                                                                                                           |   |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|       |                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                               | By:    |   |   |
|       |                                             | ,      | President |
|       |                                                                                                                                                                                                                                                               |   |
|       |                                                                                                                                                                                                                                                               |   |   |
|            |                                                                                                                                                                                                                                                                    |        |  |  |  |  |  |  |  |  |

 

 
|          |   |   |
|---------------|--------|--------|
| NOTARY PUBLIC |

 

31

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THUS DONE AND PASSED on the              day of                          ,2005, at the City of                            ,Parish of                                   ,State of                        ,the undersigned party having affixed her signature in the presence of me,Notary, and the undersigned competent witnesses, after due reading of thewhole.

 
| WITNESSES:          | GRANTEE: |   |
|---------------------|----------|--------|
| FUEL STOP 36,  INC. |     |   |   |
|                |     |   |
|                |     | By:    |   |   |
|                |     | ,      | Manager |
|                |     |   |
|                |     |   |   |
|                     |          |        |  |  |  |  |  |  |  |  |

 

 
|          |   |   |
|---------------|--------|--------|
| NOTARY PUBLIC |

 

This Instrument preparedby and afterrecording please return to:

 

Stanley R. Gorom III,Esq.

Hahn Loeser & ParksLLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114

Phone: (216) 274-2461

 

32

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EXHIBIT B

 

[Survey of Tract A and Tract B-2]

 

33

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EXHIBIT C

 

STATE OF LOUISIANA

 

PARISH OF CALCASIEU

 

**ACT OF CASH SALE OF IMMOVABLEPROPERTY**

 

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

 

**ROBERTE. CHRISTMAN**, a resident of the State of Louisiana, and whosemailing address is declared to be 108 N. Highway 397, Lake Charles, Louisiana70616, and

 

**LOUISEC. CHRISTMAN**, a resident of the State of Louisiana, and whosemailing address is declared to be 108 N. Highway 397, Lake Charles, Louisiana70616,

 

(ROBERT E. CHRISTMAN and LOUISE C. CHRISTMAN arecollectively, the “Seller”),

 

who declared that for and in consideration of the sumof                     Dollars ($                 ),and other good and valuable consideration, in cash paid, the receipt andsufficiency of which are hereby acknowledged by the Seller, Seller does herebygrant, bargain, sell, convey, transfer, assign, deliver, and set over with fullguarantee and with full warranty of title, and with subrogation to all rightsand actions of warranty against all previous owners that Seller may otherwisehave, unto:

 

**FUELSTOP 36, INC.**, a corporation of the State of Louisiana,domiciled and with its principal place of business in the Parish of Calcasieu,with federal tax identification number                  ,and whose mailing address is declared to be                                                       ,hereinafter referred to as “Purchaser”,

 

purchasing and accepting for itself, its successorsand assigns, and acknowledging the delivery and possession thereof, thefollowing described property, with all of its component parts, including allrights, ways, privileges, servitudes and appurtenances thereto belonging,to-wit:

 

COMMENCE AT THE INTERSECTION OF THE WEST RIGHT-OF-WAYLINE OF LA. HWY 397 AND THE NORTH RIGHT-OF-WAY LINE OF THE SOUTHERN PACIFICRAILROAD THENCE ALONG THE SAID NORTH RIGHT-OF-WAY LINE N88°58’45”W A DISTANCEOF 199.60 FEET TO THE POINT OF BEGINNING; THENCE FROM THE POINT OF BEGINNINGCONTINUE ALONG THE NORTH RIGHT-OF-WAY LINE OF THE SOUTHERN PACIFIC RAILROADN88°58’45”W A DISTANCE OF 399.30 FEET TO A POINT AND CORNER; THENCE N00°58’21”EA DISTANCE OF 260.00 FEET TO A POINT AND CORNER; THENCE S89°01’39”E A DISTANCEOF 10.00 FEET TO A POINT AND CORNER; THENCE N00°58’21”E A DISTANCE OF 43.77FEET TO A POINT AND CORNER; THENCE S88°58’45”W A DISTANCE OF 225.26 FEET TO APOINT AND CORNER; THENCE ALONG AN ARC OF A CURVE TO THE LEFT 86.39 FEET HAVINGA RADIUS OF 55.00 FEET AND A LONG CHORD THAT BEARS N46°01’15”E A DISTANCE OF77.78 FEET TO A POINT AND CORNER; THENCE N01°01’15”E A DISTANCE OF 286.23 FEETTO THE SOUTH RIGHT-OF-WAY LINE OF WRIGHT RD. AND CORNER; THENCE ALONG SAIDSOUTH RIGHT-OF-WAY LINE S88°58’45”E A DISTANCE OF 109.30 FEET TO A POINT ANDCORNER; THENCE LEAVING SAID SOUTH RIGHT-OF-WAY LINE S01°01’15”W A DISTANCE OF645.00 FEET TO THE POINT OF BEGINNING CONTAINING WITHIN SAID BOUNDS 3.647 ACRESMORE OR LESS BEING MORE FULLY SHOWN HEREON.

 

TO HAVE AND TO HOLD the above described property untothe said Purchaser, the Purchaser’s successors and assigns, forever. The taxesfor the above described property shall be prorated as of the date of

 

34

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transfer and the Seller declares that all taxes due and eligible on theproperty herein sold through the calendar year prior to the date of transferhave been timely paid by the Seller. Subject to the proration, the Purchaser shall be responsible forremitting the taxes for the calendar year in which the above described propertyshall transfer and all future taxes as they shall become due and payable.

 

The Seller hereby declares that the property hereinconveyed has not been heretofore alienated by the said Seller and that as ofthe Closing there shall be no mortgages, liens or encumbrances of recordagainst the said property.

 

The Seller declares that in the federal, state orlocal courts there are no judgments, general or particular, of record againstthe said property.

 

The Seller hereby agrees to deliver possession of theabove described property to the Purchaser on even date herewith.

 

All parties signing the within instrument, whether asparties or as witnesses, have declared themselves to be of full legal capacity.

 

All agreements and stipulations herein and all of theobligations assumed herein shall inure to the benefit of and be binding uponthe successors and assigns of the respective parties, and the Purchaser, itssuccessors and assigns shall have and hold the above described property in fullownership forever.

 

No title examination has been requested of orperformed by me, Notary.   The titledescription is provided by the parties, and the Notary appears solely and onlyfor the purpose of notarizing this document.

 

Both parties agree and obligate themselves to promptlyexecute any additional acts, documents and/or instruments necessary and properfor the complete and expeditious implementation and satisfaction of theprovisions and intent of this Act of Cash Sale.

 

The parties hereto have participated jointly in thenegotiation and drafting of this Act of Cash Sale.  In the event any ambiguity or questions ofintent or interpretation arise, this Act of Cash Sale shall be construed as ifjointly drafted by the parties and no presumption or burden of proof shallarise favoring any of the parties by virtue of authorship of any of theprovisions of this Act of Cash Sale.

 

In the event of a default of any condition orobligation of this Act of Cash Sale on the part of any of the parties heretowhich results in the institution of any legal proceeding, the non-prevailingparty shall pay to the prevailing party of the litigation all reasonable costsand expenses of the legal proceeding, and any appeal there from, includingattorney’s fees.

 

No change or modification hereof shall be valid orbinding unless the same is in writing and signed by the party intended to bebound.  No waiver of any provisions ofthis Act of Cash Sale shall be valid unless the same is in writing and signedby the party against whom such waiver is sought to be enforced; moreover, novalid waiver of any provisions of this Act of Cash Sale at any time shall bedeemed a waiver of any other provision of this Act of Cash Sale at such time,nor will it be deemed a valid waiver of such.

 

No determination by any court, governmental body orotherwise that any provision of this Act of Cash Sale or any amendment hereofis invalid or unenforceable in any instance shall affect the validity orenforceability of (a) any other provision thereof, or (b) that provision in anycircumstance not controlled by the determination. Each such provision shall bevalid and enforceable to the fullest extent allowed by, and shall be construedwherever possible as being consistent with, applicable law.

 

All questionsconcerning the construction, validity, and interpretation of this Act of CashSale and the performance of the obligations imposed hereby shall be governed bythe laws of the State of Louisiana.

 

35

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The parties do not intend, nor shall this Act of CashSale be construed as, creating any resolutory conditions, vender’s lien(s), orstipulation pour autri and if any of the foregoing are deemed created by thisinstrument the same are herewith waived by the parties hereto.

 

THUS DONE AND PASSED on the              day of                             ,2005, at the City of                       ,Parish of                                      ,State of                            ,the undersigned party having affixed her signature in the presence of me,Notary, and the undersigned competent witnesses, after due reading of thewhole.

 

 
| WITNESSES: |                |   |
|------------|---------------------|--------|
|       |                |   |   |
|       |                |
|       | Robert E. Christman |
|       |                |
|       |                |
|       |                |   |   |
|            |                     |        |  |  |  |  |

 

 
|          |   |   |
|---------------|--------|--------|
| NOTARY PUBLIC |

 

THUS DONE AND PASSED on the            day of                                       ,2005, at the City of                            ,Parish of                                             ,State of                                         ,the undersigned party having affixed her signature in the presence of me, Notary,and the undersigned competent witnesses, after due reading of the whole.

 
| WITNESSES: |                |   |
|------------|---------------------|--------|
|       |                |   |   |
|       |                |
|       | Louise C. Christman |
|       |                |
|       |                |
|       |                |   |   |
|            |                     |        |  |  |  |  |

 

 
|          |   |   |
|---------------|--------|--------|
| NOTARY PUBLIC |

 

36

----

 

THUS DONE AND PASSED on the                   day of                                  ,2005, at the City of                                ,Parish of                                      ,State of                                 ,the undersigned party having affixed her signature in the presence of me,Notary, and the undersigned competent witnesses, after due reading of thewhole.

 
| WITNESSES: | PURCHASER:         |      |
|------------|--------------------|-----------|
|       | FUEL STOP 36, INC. |
|       |               |
|       |               | By:       |   |   |
|       |               | , Manager |
|       |               |      |
|       |               |      |   |
|            |                    |           |  |  |  |  |  |  |  |

 

 
|          |   |   |
|---------------|--------|--------|
| NOTARY PUBLIC |

 

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EXHIBIT D

 

[Legal Opinion]

 

[Letterhead]

 

                               ,2005

 

JALOU II, INC.

1869 Mills Highway

Breaux Bridge, Louisiana70517

 

Re:          Purchase Agreement, dated as of November      ,2005

 

Ladies and Gentlemen:

 

We have acted as counsel for Fuel Stop 36, Inc., aLouisiana corporation (the “Company”),Roger L. Miller, Yvonne Ledger Miller, Robert E. Christman and Louise C.Christman (Roger L. Miller, Yvonne Ledger Miller, Robert E. Christman andLouise C. Christman are collectively, the “Sellers”) in connection with thetransactions contemplated by the Purchase Agreement, dated December    ,2005 (the “Agreement”), by and among theCompany, the Sellers and JALOU II, INC., or its designee, a Louisianacorporation (the “Purchaser”).   Capitalized terms used but not definedherein are used as defined in the Agreement.

 

In rendering the opinions set forth herein, we haveexamined originals or copies, certified or otherwise identified to oursatisfaction, of (i) the Agreement and certain of the other Transaction Documentsas listed on Exhibit A (attached hereto and incorporated herein by reference)and referred to collectively as the “Transaction Documents,” (ii) such companyrecords and other agreements, documents and instruments necessary to give theopinions set forth below and (iii) such certificates or comparable documents ofpublic officials and officers and representatives of the Company and Sellers,as the case may be, and we have made such inquiries of such officers andrepresentatives and considered such matters of law as we have deemedappropriate.

 

In all cases, we have assumed the genuineness ofsignatures on all documents except those of the Company and the Sellers, thelegal competence of each person signing on behalf of each party, theauthenticity and completeness of documents submitted to us as originals and theconformity to authentic original documents of documents submitted to us ascopies.  As to the opinions expressed inSection 7 below, only, we have entirely relied upon certificates of Officers ofthe Company originals of which are attached hereto (the “Certificates”).  We have no independent knowledge of anyinformation, circumstances or set of facts that would cause us to question theveracity of the information contained in the Certificates.

 

Based upon the foregoing, we are of the opinion, as ofthe date hereof, that:

 

1.               The Company is duly organized, validly existing and ingood standing under the laws of the State of Louisiana, with all requisitecorporate power and authority to own its properties and to conduct business asdescribed in the Agreement.  The Companyis duly qualified to carry on its business as currently being conducted in eachjurisdiction where such qualification is required, including, but not limitedto the State of Louisiana.

 

2.               The Agreement has been duly authorized, executed anddelivered by the Company and the Sellers, and the Agreement constitutes thelegal, valid and binding obligations of the Company and the Sellers,enforceable against each of them in accordance with its terms, subject as toenforceability to applicable bankruptcy,

 

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insolvency, reorganization, moratorium, liquidation orsimilar laws in effect from time to time relating to or affecting the enforcementof the rights of creditors generally.

 

3.               The execution and delivery by the Company and theSellers of the Agreement and the performance of their obligations there underwill not, as applicable, (a) result in the violation of any Louisiana corporateor federal or state securities statutes or regulations, or any order or decreeknown to us to have been issued by any court or governmental authority which isbinding upon the Company or the Sellers or any of their respective property, or(b) conflict with or result in a breach or violation of any of the terms orprovisions of the Company’s Articles of Incorporation or Bylaws or violate,conflict with or result in a breach or termination of, or otherwise give anyPerson additional rights or compensation under, or the right to terminate oraccelerate, or constitute (with notice or lapse of time, or both) a defaultunder the terms of any material agreement or instrument to which the Company orthe Sellers is a party or by which any of the Company’s assets or propertiesare bound or result in creation of a lien upon any of the properties or assetsof the Company, under any agreement of the Company or the Sellers.

 

4.               The authorized capital stock of the Company consistsof:                      of Common Stock, without par value (the “Common Stock”), of which                      will be issued and outstanding (the “Shares”) upon the sale of the shares tothe Purchaser in accordance with the terms and conditions of theAgreement.  The Shares are dulyauthorized, validly issued, fully paid and non-assessable and are not subjectto any pre-emptive rights under the laws of Louisiana, the Articles ofIncorporation and Bylaws of the Company or under any agreement to which theCompany or any of the Sellers are a party. The Sellers are each the legal, beneficial and record owner of all theissued and outstanding shares of Common Stock of the Company, free and clear ofany lien, encumbrance or claim, and prior to the sale of the Shares, theSellers are the sole shareholders of the Company.

 

5.               The Shares have been duly authorized for sale to thePurchaser pursuant to the Agreement and, when issued and delivered by theSellers pursuant to the Agreement against payment of the consideration thereforas provided therein, will be duly authorized, validly issued, fully paid andnon-assessable.  After delivery of theShares to Purchaser, the Purchaser will be the sole shareholder of the Company.

 

6.               The sale of the Shares as contemplated by theAgreement is not subject to any statutory or contractual preemptiverights.  There are no outstandingoptions, warrants or other rights, agreements or obligations calling for theissuance of Common Stock.

 

7.               No actions, suits, claims or proceedings against theCompany other the Sellers are pending nor are any actions, suits, proceedingsor claims threatened, that if adversely determined would, either in any singlecase or in the aggregate, question the validity of or prevent the consummationof the transactions contemplated by the Agreement or have a Material AdverseEffect on the financial conditions, properties or operations of the Company.

 

8.               Please note that no title examination of the Company’sor the Sellers’ assets has been requested of or performed by the undersigned.

 

9.               This opinion letter is given solely to the Purchaserand its designee and may be relied upon only by the Purchaser and its designeesand may not be relied upon by any other party or entity, except for thePurchaser’s lender, for any purpose whatsoever. This opinion letter may not be quoted, circulated or published withoutthe prior written consent of the issuer, except among the Purchaser’s officers,agents, lender and representatives and as necessary to enforce the terms ofthis opinion letter or the Agreement. The opinions stated herein are made as of the date hereof, and we assumeno obligation to advise you of any changes to the foregoing.

 

Very truly yours,

 

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