**EXHIBIT 10.19**

 

**SHOPPING CENTER LEASE**

 

THISAGREEMENT OF LEASE, made this 28th day of February, 2005, by andbetween **Jay F. Wilks, Trustee under indenturedated December 20, 1976 by and between Herbert Cashvan and Marvin Simon,as Settlors and Jay F. Wilks, as Trustee**(hereinafter called “Landlord”),whose mailing address is 3400 Building, Suite 200, 397 Little Neck Road,Virginia Beach, Virginia 23452, and telephone number is (757) 340-3535, and **Colonial Downs L.P., a Virginia Limited Partnership (**hereinafter called “Tenant”),whose mailing address is:  10515 ColonialDowns Parkway, New Kent, Virginia, 23124 and telephone number is 804-966-7223.

 

**W I T N E S S E T H**:

 

**1.****                                      DemisedPremises**. Landlord hereby leases and demises to Tenant and Tenanthereby takes and leases from Landlord that certain store building (the “DemisedPremises”) which is deemed to be **16,875**rentablesquare feet of which 10,000 s.f. shall be leased (“Leased Space”) and theremaining 6,875 s.f. shall be reserved by Tenant for expansion (“ExpansionSpace”), outlined in red on EXHIBIT A attached hereto, in IndianRiver Shopping Center (the “Shopping Center”) having a street address of **4301 Indian River Road, Chesapeake, VA**. Theexact s.f. will be adjusted to actual following completion of a dimensionedfloor plan that is prepared by Tenant and approval by Landlord. The LeasedSpace shall also include the use, without additional charge, of a 10 foot by 40foot area behind the Demised Premises for the location of satellite dishesserving the Demised Premises. The “Leased Space,” “Expansion Space,” and the 10foot by 40 foot satellite dish area shall be constructed and/or improved byTenant in accordance with the specifications to be agreed upon prior to the endof the Feasibility Period (defined herein) at Tenant’s expense.**Tenant is taking the “Leased Space and “Expansion Space” in an “as is”condition.**

 

2.                                       **Term**. Except as otherwise providedin paragraph 58 below, the term of this lease shall commence on the earlier tooccur of (i) **October 1, 2005**or(ii) the date Tenant opens for business, and shall end on **September 30, 2015**.

 

3.                                       **Purpose**. The Demised Premises shallbe used for the purpose of conducting therein to **operate a satellite wagering facility in the Demised Premises.**Tenantcovenants and agrees that at all times during the term hereof Tenant willactively conduct such a business in the Demised Premises, and keep the DemisedPremises open for business not less than eight (8) hours per day, Mondaythrough Saturday) of the Shopping Center, which hours shall be established byTenant.

 

4.                                       **Definition of “Term” and “Lease Year”**.Except where the context clearly requires otherwise, the word “term,” wheneverused in this lease with reference to the term hereof, shall be construed toinclude any renewal term, as well as the original term. The words “Lease Year,”as used in this lease, shall be construed to mean each twelve (12) month periodelapsing after (i) the commencement of the term, if the term begins on thefirst day of a month, or (ii) the first day of the month following thecommencement of the term if the term does not begin on the first day of amonth; provided, however, that the period of the term, if any, beginning afterthe commencement of the last full twelve (12) month Lease Year of this leaseshall be deemed to be a “Lease Year” even though it comprises less than twelve(12) months.

 

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5.                                       **Base Rent**. Landlord reserves, andTenant covenants to pay to Landlord, without prior demand being made therefore,as rent for the Demised Premises, the following minimum base rent (the “BaseRent”) payable in equal monthly installments as follows:

 
| Years  1 – 5:  |   | $7.00  psf |   | $5,833.34  per month |   | $70,000.00  per year |
|---------------------|--------|------------|--------|----------------------|--------|----------------------|
| Years  6 – 10: |   | $8.00  psf |   | $6,666.67  per month |   | $80,000.00  per year |

 

In addition, Tenant shallpay Landlord, as rent for the Expansion Space, from the date of commencement ofthe term hereof until and including September 30, 2006, the amount of$1,719.00. Thereafter, if Tenant elects to retain the Expansion Space, Tenantshall so advise Landlord in writing on or before October 1, 2006,whereupon such space shall, ipsofacto, be deemed part ofthe Leased Space and the Base Rent shall be increased as follows:

 

10/1/06– end of Lease year 5       $7.00psf    $9,843.75 per month         $118,125.00 per year

Leaseyear 6 to Lease year 10       $8.00psf    $11,250.00 per month        $135,000.00 per year

 

In the event Tenant doesnot elect to retain the Expansion Space as aforesaid, the Base Rent shall remainas set forth above and Tenant shall vacate and relinquish the Expansion Spaceto Landlord who shall thereupon have the right to lease the same to anothertenant.

 

Each monthly installmentof rent and all other sums due Landlord by Tenant hereunder shall be paid toPalms Associates on behalf of Landlord on the first day of each month duringthe term at Suite 200, 3400 Building, 397 Little Neck Road, VirginiaBeach, Virginia 23452 or at such other place as shall be designated in writing,from time to time, by Landlord.

 

6.                                       **Additional Charges**. Tenant shallpay additional charges as follows:

 

CAM, Taxes and Insurance. Tenant shall pay its actualpro-rata share of common area maintenance charges (“CAM”) and insurance for theLeased Space, provided, however, that such amount shall not exceed $2.00 (CAP)per s.f. during the first year of the Lease. After that, as a component of suchCAP, CAM Charges shall not exceed $.50 per s.f., such amount to increase at therate of CPI, while Insurance and Taxes shall not be subject to the CAP. Thecurrent CAM charges are currently estimated at $1.50 per square foot. . It isunderstood that additional charges apply to the “Leased Space only at inceptionand to the Expansion Space if and when it becomes part of the Lease.

 

7.**                                       PercentageRent -**INTENTIONALLY DELETED

 

8.**                                       GrossSales** – INTENTIONALLY DELETED

 

9.**                                       Statementof Gross Sales and Payment of Percentage Rent** – INTENTIONALLY DELETED

 

10.                                 **Tenant’s Records** - INTENTIONALLY DELETED

 

11.**                                 LatePayments**. Tenant covenants and agrees to pay a Late Fee monthly, equalto the greater of One Hundred Dollars ($100.00) or ten percent ( 10%) of allrents and all other sums due under this lease from the time said rents or sumsaccrue if they are not received by Landlord within five (5) days afterdue, Landlord expressly reserving all other rights and remedies provided hereinand/or by law in respect thereto. Tenant further agrees to pay (or to reimburseLandlord promptly if Landlord elects to pay) any and all costs and expensesincurred by Landlord in connection with the collection of delinquent rentsand/or the enforcement of any of the provisions of this lease , includingreasonable attorneys’ fees. Tenant 

 

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further covenants andagrees to pay Landlord a “bad check” or “returned check” charge in the amountof Twenty-Five Dollars ($25.00) for each check of Tenant dishonored by Tenant’sbank.

 

12.**                                 RealEstate Taxes, Common Areas****and Insurance**

 

(a)                                  Tenantacknowledges that the parcel of land on which the Demised Premises is locatedis a tax parcel (“Landlord’s Parcel”) separate from the remainder of theShopping Center. Tenant agrees to pay to Landlord, as additional rentcontemporaneously with the payment of monthly installments of Base Rent anamount equal to one twelfth of the annual real estate taxes assessed againstLandlord’s Parcel, from time to time, including any special assessment,provided, however, in the event Tenant does not elect to retain the ExpansionSpace, then from and after October 1, 2006, Tenant shall only be requiredto pay Landlord, on a monthly basis, an amount equal to one twelfth of 59.5%(this is meant to be pro rata; Landlord shall provide Tenant evidence of howthis was calculated) of the annual real estate taxes assessed against theLandlord’s Parcel, from time to time, including any special assessment.

 

(b)                                 Tenantagrees to, and shall, pay to Landlord, before any fine, penalty, interest orcost is added thereto for the non-payment thereof, any tax that may belevied, assessed or imposed, by way of license or otherwise, upon the rentreserved herein and/or this lease and/or the Demised Premises by anygovernmental authority acting under any present or future law, statute,ordinance or the like.

 

(c)                                  Tenantagrees to pay to Landlord, monthly as Additional Rent, a common areamaintenance charge based upon the gross square foot floor area of the DemisedPremises as Tenant’s Proportionate Share of the cost of maintaining the CommonAreas of the Shopping Center (hereinafter called “Common Area Charge”). TheCommon Area Charge relates to the total cost and expense incurred by Landlordin operating and maintaining the Common Areas, including, without limitation,gardening and landscaping of the Shopping Center, landscape watering andsprinklers, parking lot pavement repairs and maintenance and parking lotstriping, sidewalk repairs and maintenance, trash and rubbish and garbageremoval in the event Landlord provides dumpsters, roof repairs and maintenance,parking lot lighting, Shopping Center signage repair and maintenance, snowremoval, storm water management fees and fees imposed by any governmental bodyhaving jurisdiction****and all costs,charges, and expenses incurred by Landlord in connection with any charge of anycompany providing electricity service, including, without limitation to,maintenance, repair, installation, and service costs associated therewith. TheCommon Area Charge shall also include , the cost of personnel to direct parkingand to police the common facilities and other general Common Area repairs. Inaddition, the Common Area Charge shall also include Tenant payments for waterand sewerage charges, if the same is not individually metered by Landlord, andthe lighting of Tenant’s signage, if the same is connected with the parking lotlight meter or is paid by Landlord. Landlord will submeter water for very highusage tenants.

 

(d)                                 Landlordshall obtain and keep in force during the term of this lease a policy orpolicies of insurance, covering loss or damage to the Shopping Center, theCommon Areas and the building of which the Demised Premises comprise a part, inan amount not less than eighty percent (80%) of the replacement costs thereof,providing protection against all perils included within the classifications offire, extended coverage, vandalism (exclusive of glass and doors), specialextended perils (all risk), together with public liability insurance withestablished limits of coverage deemed appropriate by Landlord for personalinjury or injuries. Tenant agrees to pay to Landlord, as Additional Rent,Tenant’s Proportionate Share of Landlord’s insurance premium.

 

(e)                                  Landlordshall estimate Tenant’s Proportionate Share of real estate taxes, Common AreaCharges and insurance premiums on the basis of periods of twelve (12) months,commencing and ending on such dates as may be designated by Landlord,one-twelfth (1/12th) of which shall be paid monthly by Tenant as AdditionalRent. Landlord may revise its estimate of such costs at any time. Tenant,upon notice, shall adjust its monthly installments during the remainder of theperiod to reflect such revised 

 

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estimate. After the endof each designated twelve (12) month period, Landlord shall furnish Tenant astatement of the actual costs for the period, and there shall be an adjustmentbetween Landlord and Tenant, with a payment to Landlord or a credit to Tenant,as the case may be, to the end that Landlord shall receive the entireamount of Tenant’s Proportionate Share for such period. Tenant, at its own costand expense, has the right to audit the books and records of Landlord regardingthese charges; provided, however, if the actual charges are more than 5% lessthan those billed to Tenant, Landlord shall pay for such audit.

 

13.**                                 TradeFixtures**. Tenant agrees, at its own cost and expense, to fixture theDemised Premises with new trade fixtures. All trade fixtures installed in theDemised Premises by Tenant shall remain Tenant’s property; provided, however, thatnothing herein shall be deemed to affect Landlord’s remedy of distraint. Tenantagrees to repair (or to reimburse Landlord for the cost of repairing) anydamage to the Demised Premises occasioned by the installation or removal ofsaid trade fixtures.

 

14.**                                 Acceptanceof Premises**. Tenant hereby agrees to accept the Demised Premises fromLandlord as they are found by Tenant on the date hereof and shall have no legalor equitable remedy based either upon a claim that Landlord failed to deliverpossession in accordance with this lease or based on a claim that the size,location, layout, dimensions or construction of the Demised Premises or theparking lots or other Common Areas were not completed and/or furnished inaccordance with the terms of this lease.

 

15.**                                 CommonAreas**. Tenant, its customers, employees and invitees shall have theright to use and enjoy free of charge, in common with Landlord, other tenantsand their customers, employees and invitees, the parking areas, approaches,sidewalks, entrances, exits and roadways (hereinafter collectively called the “CommonAreas”) which Landlord agrees to provide for the reasonable operation of theShopping Center. It is expressly understood that the Common Areas are intendedprimarily for the use by customers of the stores in the Shopping Center, andTenant accordingly agrees that its employees will not use the Common Areas forthe parking or storage of any automobile, truck or any other vehicle owned orused by any of its employees, except as may be approved in writing byLandlord. Tenant further agrees that Landlord reserves the right, in its solediscretion, to designate specific parking area(s) for the use by the employeesand/or customers of Tenant and if so designated, Tenant shall instruct itsemployees and/or customers, as the case may be, to park in any suchdesignated areas. In order to assist Landlord in the enforcement of theprovisions of this paragraph, Tenant agrees that within ten (10) daysafter being requested so to do, Tenant will furnish Landlord a writtenstatement containing the license plate numbers of all employees, agents, andrepresentatives employed by Tenant in or about the Demised Premises. Tenantshall not park, or permit to be parked, any delivery vehicles in the CommonAreas intended for the use by customers of the stores in the Shopping Center,nor permit merchandise delivery from such Common Areas if delivery access andloading and unloading zones are provided by Landlord. Landlord covenants that,at all times during the term hereof, it will maintain the Common Areas in agood condition of repair and adequately lighted and paved, and that, except asotherwise provided in paragraph 33 below, there will be at least the minimumnumber of parking spaces sufficient to satisfy governmental requirements and inno event shall the number of parking spaces at the Shopping Center existing asof the date of this lease be reduced by more than twenty (20) spaces during theterm or any extension thereof. Anything in this paragraph to the contrary notwithstanding,Landlord expressly reserves the right, from time to time, (i) to constructother buildings and/or enlarge existing buildings on or over the Common Areasso long as the number of parking spaces is not reduced by more than twenty (20)spaces, and (ii) increase, reduce, modify or alter the dimensions andlocations of roadways, parking lots, sidewalks and buildings provided suchchanges, additions or reductions do not unreasonably interfere with Tenant’suse of the Demised Premises or reduce the number of parking spaces at theShopping Center by more than twenty (20) spaces. Notwithstanding anything to the contrary contained herein, Tenantshall have the exclusive use of the parking (with the right to mark it for such purpose) on the side and inthe back of the****Building as outlined on Exhibit A**.**

 

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16.                                 **Utility Deregulation.**

 

(a)                                  **Landlord Control Selection.**                                         Landlordhas advised Tenant that presently Virginia Power (“Electric Service Provider”)is the utility company selected by Landlord to provide electricity service forthe Demised Premises. Notwithstanding the foregoing, if permitted by Law,Landlord shall have the right that any time and from time to time during theTerm to either contract for service from a different company or companiesproviding electricity service (each such company shall hereinafter be referredto as an “Alternate Service Provider”) or continue to contract for service fromthe Electric Service Provider. In such an event, there shall be no interruptionin the electric service to the Demised Premises as a result of or during suchchange in provider.

 

(b)                                 **Tenant shall Give Landlord Access.**Tenantshall cooperate with Landlord, the Electric Service Provider, and any AlternateService Provider at all times and, as reasonable necessary, shall allowLandlord, Electric Service Provider, and any Alternate Service Providerreasonable access to all electric lines, feeders, risers, wiring, and any othermachinery within the Demised Premises.

 

(c)                                  **Landlord Not Responsible for Interruption ofService.**Except if caused by Landlord’s negligence or willfulmisconduct, Landlord shall in no way be liable or responsible for any loss,damage, or expense that Tenant may sustain or incur by reason of any change,failure, interference, disruption, or defect in the supply or character of theelectric energy furnished to the Premises, or if the quantity or character ofthe electric energy supplied by the Electric Service Provider or any AlternateService Provider is no longer available or suitable for Tenant’s requirements,and no such change, failure, defect, unavailability, or unsuitability shallconstitute an actual or constructive eviction, in whole or in part, or entitleTenant to any abatement or diminution of rent, or relieve Tenant from any ofits obligations under the Lease.

 

17.**                                 Landlord’sRepairs and Right of Entry**. **Landlord shall beresponsible for cleaning and maintaining the Common Areas in a manner similarto other Shopping Centers in the area of the same quality and size.**Inaddition, Landlord shall be responsible for maintenance and repair of thestructure of the building, including the roof, walls, and foundations. Landlordcovenants that it will, with reasonable dispatch after being notified inwriting by Tenant of the need therefore, make such repairs to the Common Areasand outside utility lines and to the exterior of the Demised Premises(including the gutters, downspouts and outside walls **and****parking, sidewalks and grass surfaces on the Property**,but excepting all glass and doors), as may be necessary to keep the samein a good condition and repair; provided, however, that if the need for suchrepair is occasioned by the casualty resulting from negligence or willful actof Tenant, or any of its agents, employees, or contractors, such repairs shallbe made by Landlord, but the cost of such repairs shall be charged to and bepromptly paid for by Tenant subject to Tenant being given credit for any moneyLandlord actually receives in respect to such damage from its insurance. Anythingin the foregoing to the contrary notwithstanding, Landlord shall have noliability whatsoever for damage or injury to person or property occasioned byits failure to make any such repair (e.g., injury damage to property resultingfrom leaks caused by a defect in the roof, outside walls, gutters and/ordownspouts) unless, within a reasonable time after being notified in writing byTenant of the need therefore, Landlord shall have failed to make such repairand such failure shall not have been due to any cause beyond Landlord’scontrol, including, without limitation, strikes and/or inability to obtainmaterials and/or equipment at reasonable prices. Landlord, its agents,employees and contractors, shall have the right after giving Tenant 24 hoursnotice except in the case of an emergency, from time to time, to enter and useinsofar as may be necessary the Demised Premises for the purpose of makingany of the aforesaid repairs. Tenant shall not be entitled to any reduction inrent or to any claim for damages by reason of any inconvenience, annoyance,and/or injury to business arising out of any repairs made by Landlord pursuantto this paragraph. Tenant will permit Landlord or its representatives (i) toenter the Demised Premises during the last six months of the term for thepurpose of exhibiting the Demised Premises to prospective tenants.

 

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18.**                                 Tenant’sRepairs**. Tenant covenants that it will, at all times during the term hereofand at its own cost and expense, keep the Demised Premises (including, withoutlimitation,  the interior and rooftopheating and air conditioning system, the floors, the finish and related work tobe added by Tenant to the exterior walls, toilets, sprinkler system, signage,interior pipes, plumbing, wires and conduits, and electric lines, windows,doors, glass, fixtures and equipment) in a good condition of repair and in goodworking order (making such repairs and replacements as may be necessary),unless the need therefore is occasioned by fire or other casualty covered byLandlord’s fire and extended coverage insurance policy (exclusive of any damageto glass or doors), in which event such repair and replacement shall be anexpense of Landlord to the extent of such coverage. Tenant agrees to beresponsible and liable for any freezing in pipes and/or within plumbingfixtures within and serving the Demised Premises and shall pay for the repairof any damage caused thereby. In this regard, Tenant shall keep the DemisedPremises at a sufficient temperature to prevent such freezing. Tenantunderstands and agrees that Tenant (not Landlord) shall be responsible for anycondensation in or around the duct work used by heating and/or airconditioning.

 

19.**                                 Tenant’sCare of Sidewalks, etc.**Tenant covenants and agrees that it will, atall times during the term hereof, keep the Demised Premises and the sidewalkimmediately adjoining the Demised Premises clean and free from obstruction,rubbish, dirt, snow and ice. Tenant shall place all trash, rubbish and garbagein a proper closed receptacle at the rear entrance of the Demised Premises andshall pay all costs incident to the removal thereof.

 

20.**                                 Tenant’sFailure to Repair and Remove Debris, etc** Tenant agrees that if it failsto perform any obligation placed upon it by either paragraph 17 orparagraph 18 of this lease, Landlord, in addition to other remedies provided bylaw and/or this lease, after giving Tenant five (5) days written notice may correct(or have corrected) the default at the cost and expense of Tenant.

 

21.**                                 MiscellaneousCovenants of Tenant**. Tenant covenants that: it will comply with allFederal, State and/or municipal laws, ordinances and regulations relating toits business conducted in the Demised Premises; it will promptly pay for allelectricity, gas, water and other utilities consumed on, and all sewagedisposal charges assessed against, the Demised Premises and all required meterdeposits and connection fees relating to such utilities; it will promptly payfor lighting the portion of the marquee in front of the Demised Premises ifused for Tenant’s signage; it will not use the name of the Shopping Center forany purpose other than as the address of its business to be conducted in theDemised Premises; it will not use, or permit to be used, the Demised Premisesfor any illegal or purpose; it will conduct its business in such manner as willbe in keeping with the character and reputation of the Shopping Center; it willcomply with the Rules and Regulations pertaining to the Shopping Centerattached hereto, as the same may be amended from time to time by Landlord;; ; it will not use the sidewalks of the Shopping Center for business purposes;it will not without the prior written consent of Landlord: (i) make anyalteration to any structural portion of the Demised Premises, (ii) use orpermit to be used any advertising medium or device such as a phonograph, radioor public address system which can be heard outside of the Demised Premises,and (iii) hold a fire, bankruptcy, going-out-of-business or auction sale;and it will permit Landlord or its representatives to enter the DemisedPremises during the last twelve (12) months of the term for the purpose ofexhibiting the Demised Premises to prospective tenants, and to place a “ForRent” sign in a front show window during such period of time.

 

22.**                                 Insectsand Rodents**. Tenant covenants that it will, at its own expense, takesuch steps as shall be necessary to keep the Demised Premises free of termites,roaches, rodents, insects and other pests and that it will save Landlordharmless from any damage caused thereby, unless such termites, etc. are comingfrom another space in the Shopping Center.

 

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23.**                                 Damageby Vandals**. If the doors,  windowframes, or glass Demised Premises are damaged by persons breaking, orattempting to break, into the Demised Premises, or by vandals, Tenant covenantsto repair immediately at its own expense any and all such damage; provided, however,that any such damage to the roof and or exterior walls of the Demised Premisesshall be repaired by the Landlord.

 

24.**                                 FireHazard**. Tenant covenants that, without the prior written consent ofLandlord, it will not do anything which will increase the rate of fireinsurance on the building of which the Demised Premises constitute a part, andthat if such consent is given, Tenant will pay Landlord the amount of theincrease in the cost of such insurance, as and when the premiums become due.

 

25.**                                 Careof Roof**. Tenant agrees that it will not (directly or by sufferance)place any debris on the roof of the building of which the Demised Premisesconstitute a part, or cut, drive nails into or otherwise mutilate the roof,that it will keep the roof free of all debris and that it will keep the guttersand downspouts free of Tenant’s or its Agents’ trash; provided, however, Tenantmay place and install heating and air conditioning equipment on the roofif necessary Tenant understands that roof is under warranty and that Tenantwill not do any action which would violate this warranty.

 

26.**                                 Conditionon Termination**. Tenant covenants that it will, upon the expiration orearlier termination of this lease, (a) deliver up to Landlord, peaceablyand quietly, the Demised Premises in good condition as improved by Tenant,ordinary wear and tear and damage by casualty within the coverage of a standardfire insurance policy with extended coverage excepted, and (b) remove itstrade fixtures and/or signs from the Demised Premises (unless it is then indefault hereunder, in which event it will not be permitted to effect suchremoval) and to repair promptly any damage caused by such removal. Tenantfurther covenants that, in the event it does not retain the Expansion Space as part ofthe Demised Premises, then on or before October 1, 2006, Tenant will (c) deliverup to the Landlord, peaceably and quietly, the Expansion Space as improved byTenant in the good condition , ordinary wear and tear and damage by casualtywithin the coverage of a standard fire insurance policy with extended coverageexcepted, (d) remove its trade fixtures and/or signs from the ExpansionSpace and to repair promptly any damage caused by such removal and (e) makeavailable for use by the Expansion Space the HVAC system and electrical andplumbing facilities to be installed by Tenant as specified in Exhibit “B”attached hereto.

 

27.**                                 Improvementsto Become Landlord’s**. Tenant agrees that all additions and otherimprovements installed in the Demised Premises by it, including, withoutlimitation, all electric wiring, electric fixtures, air conditioning systems,screens, screen doors, awnings, awning frames and floor coverings (includingcarpeting but excepting rugs) shall immediately become the property of Landlord,and shall not be removed by Tenant at the expiration or earlier termination ofthis lease, unless requested to do so by Landlord, in which event Tenant agreesto do so and to repair promptly any damage caused by any such removal.

 

28.**                                 Tenant’sLiability Insurance**. Tenant agrees that it will hold Landlord and anyagent of Landlord harmless from any and all injury or damage to person orproperty in, on or about the Demised Premises and the portion of sidewalkimmediately adjoining the Demised Premises, including, without limitation, allcosts, expenses, claims or suits arising in connection therewith; provided,however, that this clause shall not apply to injury or damage caused byLandlord’s own negligence or willful act or Landlord’s failure to make any repair(which Landlord has herein agreed to make) within a reasonable time afterTenant’s written notice of the need therefore. Tenant will, at all times duringthe term hereof, at its own cost and expense, carry with a company orcompanies, satisfactory to Landlord, public liability insurance on the DemisedPremises and adjoining Common Areas, with limits of not less than Two MillionDollars ($2,000,000.00) (provided that Tenant’s coverage shall be no greaterthan at its other satellite wagering facilities) for injury or death to oneperson and One Million Dollars ($1,000,000.00) for injury or death to more thanone person in any one accident and property damage of One Hundred ThousandDollars ($100,000.00), which insurance shall be written or endorsed so as toprotect Landlord, any agent of 

 

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Landlord and Tenant, astheir respective interests may appear. Said policy or policies shallcontain a provision insuring Tenant against all liability which Tenant mighthave under this hold harmless provision, except Landlord’s negligence orwillful act Tenant covenants that certificates of all such insurance policiesshall be delivered to Landlord promptly upon request . If Tenant fails toprovide such insurance within five (5) days after receiving written noticefrom Landlord, Landlord may, but shall not be required to, obtain suchinsurance and collect the cost thereof as a part of the rent hereinreserved.

 

29.**                                 Possession**.In the event Landlord tenders to Tenant possession of the Demised Premisesprior to the commencement of the term hereof, Tenant agrees to diligentlyprosecute, perform and complete any construction, fixturing or otheractivity that it may conduct in a manner which will not interfere with theconstruction, development or operation of the Shopping Center. Tenant shall,prior to accepting such possession of the Demised Premises, deposit withLandlord policies or certificates of insurance evidencing compliance withparagraph 28 hereof.

 

30.**                                 Mechanic’sLiens**. Tenant shall not permit any mechanic’s, materialman’s or similarlien to be filed against any portion of the Demised Premises for any laborperformed or material furnished in connection with any work performed or causedto be performed by Tenant.

 

31.**                                 SecurityDeposit**. INTENTIONALLY DELETED

 

32.**                                 Damageby Fire or Other Casualty**. In the event the Demised Premises, or any part thereof,shall be damaged by fire or other casualty during the term, Landlord agreesthat it will restore the Demised Premises, with reasonable dispatch, tosubstantially the same condition they were in prior to such damage, and if theDemised Premises are rendered wholly or partially untenantable as a result ofsuch damage, the Base Rent and all Additional Rent payable hereunder shall beequitably abated (according to the loss of use) during the period interveningbetween the date of such damage and the date the Demised Premises are restored.Anything in the foregoing to the contrary notwithstanding, if such damageoccurs during the last two (2) years of the term, and if such damageexceeds fifty percent (50%) of the then insurable value of the DemisedPremises, either Landlord or Tenant may terminate this lease as of thedate of such damage, by giving to the other written notice of its intention soto do within thirty (30) days after the date such damage occurs; provided,however, that if this lease gives Tenant an option to extend the term (otherthan automatic renewal as set forth in paragraph 2) and Tenant extends the termof this lease for at least two (2) years by exercising such option withinthirty (30) days after the time such fire or other casualty occurs, neitherLandlord nor Tenant shall have the right to terminate this lease. If this leaseis so terminated, the rental payable hereunder shall be abated as of the dateof such damage, and Tenant shall remove all of its property from the DemisedPremises within thirty (30) days after the notice of termination is given.

 

33.**                                 Condemnation**.In the event any portion of the Demised Premises, or 20 % of either the totalparking or the reserved parking, shall be taken by the exercise of the power ofeminent domain (or sold to the holder of such power, pursuant to a threatenedtaking), this lease may, at the option of Tenant, be terminated by writtennotice given to Landlord within sixty (60) days after the date such taking orsale occurs. If this lease is not so terminated, Landlord covenants that itwill, at its own expense, promptly after the lapse of said sixty (60) days,repair such damage and do such work as may be required to repair andrebuild the Demised Premises, with the view to restoring the Demised Premisesas nearly as practicable to the condition they were in immediately prior tosuch taking or sale; provided, however, that whether or not this lease is soterminated, the Base Rent payable hereunder shall be equitably abated(according to the loss of use) from the date of such taking or sale. Tenantshall have no right in or to the proceeds of any award made in any such condemnation(or proceeds derived from any sale in lieu thereof), except with respect to anyaward based on Tenant’s improvements to the Demised Premises, provided suchretention does not result in a reduction of the amount paid to the Landlord, inwhich event Tenant shall not be entitled to the amount of the reduction.

 

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34.**                                 NoRepresentations by Landlord or Agents**. Tenant agrees that neitherLandlord nor any agent of Landlord has made any representation, express orimplied, with respect to Federal, State or municipal laws or ordinancesapplicable to the Demised Premises or the property of which the DemisedPremises constitute a part (including, without limitation, laws orordinances relating to zoning or fire walls), and Tenant shall not have theright to terminate this lease, nor shall it be entitled to any abatement ofrent payable hereunder or any claim for damages, in the event the DemisedPremises cannot be used by Tenant, in whole or in part, for the purpose forwhich Tenant intends to use the same, except as otherwise provided herein.

 

35.**                                 Assignment,Subletting, Mortgaging, Etc.**Tenant shall not, without the priorwritten consent of Landlord, which consent will not be unreasonably withheld,conditioned or delayed, assign this Lease, or sublet all or any part ofthe Demised Premises. Notwithstanding Landlord’s consent, no assignment orsubletting shall release Tenant from liability for the payment of rent or othersums due, or the performance of any other obligations, hereunder. In the eventTenant is a corporation, partnership, or other legal entity, the sale, transferor encumbrance of 50% or more of the corporate stock or partnership or otherownership interest shall be deemed an assignment or encumbrance as the case may be,in violation of the provisions of this paragraph.

 

36.**                                 Occupancy**.INTENTIONALLY DELETED

 

37.**                                 Subordination**.This lease is subject and subordinate to all ground or underlying leases (ifany) and to all mortgages or deeds of trust which may now or hereafteraffect such leases, the Demised Premises, or the land on which the DemisedPremises are situated, and to all renewals, modifications and extensionsthereof; provided, however that Landlord shall obtain from any ground lessor orlender to which this provision applies the right of Tenant to non-disturbanceso long as Tenant is not in default under the Lease in a form reasonablysatisfactory to Tenant and its lenders.

 

38.**                                 Waiverof Subrogation**. All fire insurance, extended coverage, and policiesrelating to other casualties carried by any party to this lease covering theDemised Premises and/or the contents thereof, shall expressly waive any righton the part of the insurer against any other party to this lease, whichright, to the extent not prohibited or violative of any such policy, is herebyexpressly waived. Landlord and Tenant each agree that policies will includesuch waiver clause or endorsement so long as the same shall be obtainablewithout extra cost, or if extra cost shall be charged therefore, so long as theparty or parties in whose favor such waiver clause or endorsement runs payssuch extra cost. If extra cost shall be chargeable therefore, each party shalladvise the other of the amount of the extra cost, and the other party, at itselection, may pay the same, but shall not be obligated so to do (C.D.needs to confirm that this is acceptable to its insurance carrier).

 

39.**                                 Defaultand Remedies**. In the event Tenant shall default in the payment of anyinstallment of rent herein reserved, or in the event Tenant shall defaultin the performance of any of the terms, covenants, conditions orprovisions herein contained binding upon Tenant and such default shall not beremedied within five (5) days in the case of a monetary default, andthirty (30) days in the case of a non-monetary default during which time Tenantis diligently pursuing the cure if it cannot be cured within thirty (30) days,after written notice thereof shall have been given by Landlord to Tenant, or inthe event Tenant shall be adjudicated a bankrupt or shall become insolvent orshall make a general assignment for the benefit of its creditors, or in theevent a receiver shall be appointed for Tenant or a substantial part ofits property and such receiver is not removed within ninety (90) days afterappointment, Landlord shall have the right (in addition to all other rights andremedies provided by law), to reenter and take possession of the DemisedPremises, peaceably or by force, to terminate this lease and to remove anyproperty therein, without liability for damage to, and without obligation tostore, such property. In the event of such termination, Landlord may (butshall be under no obligation to) relet the Demised Premises, or any part thereof,from time to time, in the name of Landlord or Tenant, without further notice,for such term or terms, on such conditions, and 

 

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for such uses andpurposes, as Landlord, in its sole and absolute discretion, may determine,and may collect and receive all rents derived therefrom and apply thesame, after deduction of all appropriate expenses (including, withoutlimitation, attorneys fees and other costs of collection) to the payment of therent payable hereunder, Tenant remaining liable for any deficiency. Landlordshall not be responsible or liable for any failure to so relet the DemisedPremises or any part thereof, or of any failure to collect any rentconnected therewith. The failure of Tenant to keep the business open for a certainminimum hours as required under Paragraph 3 shall not constitute a default.

 

40. Tenant shall have the right to self-helphereunder in the event that Landlord does not cure an event which can be curedwithin ten (10) days after written notice from Tenant, or does not beginand diligently pursue completion within ten (10) days following notice ofmatters which will require more than ten (10) days to cure. In the eventTenant exercise its right of self-help, Tenant shall have the right to offsetthe costs of such self-help against rent

 

41.**                                ****Estoppel Certificate**. Within ten (10) days after writtenrequest of Landlord, Tenant shall certify by a duly executed and acknowledgedwritten instrument to any mortgagee or purchaser, or proposed purchaser, or anyother person, firm or corporation specified by Landlord, as to the validity andforce and effect of this lease, as to the existence of any default on the part ofany party thereunder, as to the existence of any offsets, counterclaims, ordefenses thereto on the part of Tenant, and as to any other matters as may bereasonably requested by Landlord, all without charge and as frequentlyas Landlord deems necessary. Tenant’s failure or refusal to deliver suchstatement within such time shall be conclusive upon Tenant (i) that thislease is in full force and effect, without modification except as may berepresented by Landlord, (ii) that there are no uncured defaults inLandlord’s performance or obligations hereunder, and (iii) that not morethan one month’s installment of Base Rent has been paid in advance of the duedate.

 

42.**                                 Notices**.Any notice herein provided for to be given to Landlord shall be deemed to begiven if and when deposited in United States registered or certified mail,postage prepaid, addressed to Landlord at Suite 200, 3400 Building, 397Little Neck Road, Virginia Beach, VA 23452, and any notice herein provided forto be given to Tenant shall be deemed to be given if and when deposited inUnited States registered or certified mail, postage pre-paid, addressed toTenant, Attention: President, at 10515 Colonial Downs Parkway, New Kent,Virginia, 23124, with a copy to James Weinberg, Esq., Hirschler-Fleischer,Federal Reserve Bank Building, 701 East Byrd, Richmond, Virginia, 23219

 

43.**                                 QuietEnjoyment**. Subject to the terms, covenants and conditions set forth inthis lease, Landlord covenants that Tenant shall have and enjoy quiet andpeaceable possession of the Demised Premises during the term hereof.

 

44.**                                 ShortForm Lease**. The parties hereto agree that a short form oflease, of even date herewith, describing the Demised Premises, setting forththe term and referring to this lease, shall, at the request of either party, bepromptly executed and recorded (at the cost of the requesting party).

 

45.**                                 EntireAgreement**. This lease contains the entire agreement between the partieshereto, and cannot be altered or modified in any way except in writing signedby the parties hereto.

 

46.**                                 NoWaivers**. Any failure of either party hereto to insist upon strictobservance of any covenant, provision or condition of this lease in any one ormore instances shall not constitute or be deemed a waiver, at that time orthereafter, of such or any other covenant, provision or condition of thislease.

 

47.**                                 Pronouns**.Every pronoun used in this lease shall be construed to be of such number andgender as the context shall require.

 

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48.**                                 MarginalHeadings**. The headings appearing on the margin of this lease areintended only for convenience of reference, and are not to be considered inconstruing this instrument.

 

49.**                                 Successorsand Assigns**. This lease and all the terms, covenants, conditions andprovisions herein contained, shall be binding upon, and shall inure to thebenefit of, the parties hereto and their respective heirs, personalrepresentatives, successors and (if and when assigned in accordance with theprovisions hereof) assigns. The undersigned hereby guarantees prompt andfaithful performance of all obligations of tenant hereunder, including thepayment of all rents and other amounts due hereunder.

 

50.**                                 Exculpation**.Anything herein to the contrary notwithstanding, in the event of the default byLandlord in the performance of any of its obligations hereunder, Tenantexpressly covenants and agrees to look solely to Landlord’s equity in theShopping Center for the payment of all amounts due Tenant as a result of anysuch default by Landlord, and Tenant shall not seek any personal money judgmentagainst Landlord or any of its trustees or beneficiaries or any of theirrespective heirs, personal representatives, successors or assigns.

 

51.**                                 Signage**.The erection, display and design of all signage is subject to approval byLandlord. Tenant shall submit to Landlord a plan and description andspecifications of any signage desired to be installed by Tenant. All signagemust conform to the sign criteria set forth on EXHIBIT C attachedhereto. Tenant shall keep all signs installed (with the consent of Landlord) onthe exterior of the Building of which the Demised Premises constitute a part,freshly painted, in good repair and operating condition at all times. Inaddition, Tenant shall be entitled to the space formerly occupied****by the Village Thrift store on the existing pole signlocated near Indian River Road.

 

52.                                 **Maintenance**. On or beforeoccupancy, Tenant shall furnish evidence to Landlord that Tenant has contractedfor, and is having performed, preventive maintenance on all HVAC equipment inthe Demised Premises, on at least a quarterly basis. In the event Tenant shallnot have contracted for and/or provided evidence that such HVAC preventivemaintenance is being and will be provided in a manner satisfactory to Landlord,Landlord shall have the right to so contract for said preventive maintenance tothe HVAC equipment and charge 100% of the cost to do so as Additional Renthereunder. Landlord shall have the right to have any unscheduled remedial HVACpreventive maintenance performed deemed necessary to keep said equipment inoperating condition and Tenant agrees to pay 100% of the charges arisingtherefrom as Additional Rent hereunder.

 

53.**                                 Waiverof Homestead Exemption**. Tenant waives the benefit of the homesteadexemption as to this lease.

 

54.**                                 Wasteand Nuisance**. Tenant agrees not to suffer, permit or commit any waste,nor to allow, suffer or permit any odors, vapors, steam, water, vibrations,noise, loud music or other undesirable effects to emanate from the DemisedPremises into other portions of the building of which the Demised Premises comprisea part or into the Common Areas, or otherwise to allow, suffer or permitthe Demised Premises or any use thereof to constitute a nuisance orunreasonably to interfere with the safety, comfort or enjoyment of the ShoppingCenter by Landlord or any other occupants of the Shopping Center or theircustomers, invitees or any others lawfully in or upon the Shopping Center. Uponwritten notice by Landlord to Tenant that any of the aforesaid is occurring,Tenant agrees forthwith to cease and discontinue the same and within five ( (5) daysthereafter to make such changes in the Demised Premises and/or install orremove such apparatus or equipment therein or therefrom as may be requiredby Tenant for the purpose of obviating any such condition; and if any suchcondition is not so remedied, then Landlord may, at its option, either: (i) enterupon the Demised Premises and cure such condition in any manner Landlord shalldeem necessary and add the cost and expense incurred by Landlord therefore,together with all damages, including attorney’s fees, sustained by Landlord, tothe next installment of the Base Rent due and Tenant agrees to pay such amount,as Additional Rent hereunder, or (ii) treat such failure on the part ofTenant to remedy such 

 

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condition as an “Event ofDefault” within the meaning of Paragraph 39 of this lease. Tenant herebyfurther agrees to indemnify and save Landlord harmless of and from all fines,claims, demands, actions, proceedings, judgments and damages (includingattorneys’ fees) of any kind or nature by anyone whomsoever arising or growingout of any breach or non-performance by Tenant of the covenants contained inthis paragraph.

 

55.**                                 HoldingOver**. Any holding over by Tenant after the expiration of the term withthe written consent of Landlord shall be construed to create a tenancy frommonth to month at the same Base Rent reserved during the last lease year of theterm, prorated on a monthly basis, and which tenancy shall otherwise be subjectto the terms and conditions set forth in this lease. Any holding over by Tenantafter the expiration of the term without the written consent of Landlord shallalso be construed to create a tenancy from month to month, subject to the termsand conditions set forth in this lease, except that the Base Rent shall be 150%the Base Rent reserved during the last lease year of the term, prorated on amonthly basis. Tenant agrees to indemnify and save Landlord harmless from andagainst any and all costs, losses, damages, liabilities and/or expensesincurred by Landlord as a result of a delay by Tenant in surrenderingpossession of the Demised Premises at the expiration or earlier termination ofthe term, including, without limitation, any claims made by any succeedingtenant due to such delay in surrendering possession.

 

56.                                 **Merchants Association**. Tenant ishereby invited to join, and maintain during the term hereof, membership in anymerchants association organized for the Shopping Center and to pay all dues andassessments charged by such association.

 

57.**                                 Protectionof Exclusive**. Tenant shall not sell any merchandise in the DemisedPremises which would be in violation of any exclusive use provision in any ofthe other leases in the Shopping Center, provided , that this provision shallnot prevent Tenant from selling merchandise which it sells at any of its othersatellite wagering facilities in Virginia.

 

58.                                 **Brokerage**.                                 In accordance with theregulations of the Virginia Real Estate Board, Tenant is hereby informed thatThe Katsias Company represents the Landlord in this transaction and will bepaid a commission as per a separate agreement Pursuant to Virginia Real EstateBoard regulation Section 6.3, The Katsias Company, makes the followingdisclosures:

 

1.                                       Inthe above transaction, The Katsias Company represents:

 

o                                    A.                                   the Tenantexclusively;

 

ý                                    B.                                     the Landlordexclusively;

 

o                                    C.                                     the Tenant andLandlord jointly and such dual agency is expressly consented to by the partiesby their execution hereof.

 

2.                                       Inthe above transaction, The Katsias Company shall receive compensation from:

 

o                                    A.                                   the Tenantexclusively;

 

ý                                    B.                                     the Landlordexclusively;

 

o                                    C.                                     the Tenant and Landlord jointly and suchdual agency is expressly consented to by the parties by their execution hereof.The Landlord and Tenant acknowledge, agree with, and consent to therepresentation and compensation disclosed above.

 

59.                                 **Option.**Providing that the Tenantis not in default upon the expiration of the term set forth in Section 2of the lease, Tenant shall have the right at its election, 180 days prior toending of the term of the Lease which is about to expire, to extend this leasefor three (3) additional five (5) year terms (‘Option”), commencingupon the expiration of the original term on the same terms and conditions asherein set forth, except that the rent payable shall increase as follows:

 

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**IfExpansion Space Retained by Tenant:**

 
| **Option  1: Years 11-15 $9.00 psf**  | ** ** | **$12,656.25  per month** | ** ** | **$151,875.00  per year** |
|---------------------------------------|------------|---------------------------|------------|---------------------------|
| **Option  2: Years 16-20 $10.00 psf** | ** ** | **$14,062.50  per month** | ** ** | **$168,750.00  per year** |
| **Option  3: Years 21-25 $12.00 psf** | ** ** | **$18,675.00  per month** | ** ** | **$224,100.00  per year** |

 

**IfExpansion Space Not Retained by Tenant:**

 
| **Option  1: Years 11-15 $9.00 psf**  | ** ** | **$7,500.00  per month**  | ** ** | **$90,000.00  per year**  |
|---------------------------------------|------------|---------------------------|------------|---------------------------|
| **Option  2: Years 16-20 $10.00 psf** | ** ** | **$8,333.34  per month**  | ** ** | **$100,000.00  per year** |
| **Option  3: Years 21-25 $12.00 psf** | ** ** | **$10,000.00  per month** | ** ** | **$120,000.00  per year** |

 

60.                                 **Broker’s Commission**. The parties acknowledge that Tenant has beenrepresented by Thalhimer Cushman and Wakefield representing Tenant andThe Katsias Company representing the Landlord and both will be paid by theLandlord as per a separate agreement. Otherwiseneither has been represented by a real estate broker and each agrees toindemnify the other against any claims for brokerage commissions by third partybrokers and/or agents made though such party.

 

61.                                 **Contingency**. The Lease shall besubject to (A) a sixty day due diligence period for Tenant after signingthe Lease during which Tenant may terminate the Lease in its solediscretion with no further liability; and (B) Review and approval of theVirginia Racing Commission, which must be obtained no later than April 30,2005. Upon payment by Tenant of a non-refundable fee of $5,583 per month, suchdeadline my be extended monthly until July 31, 2005. If such approvals arenot or cannot be obtained within such time frame, Tenant or Landlord****may terminate the Lease with no further liability,unless Tenant agrees to be bound by the terms of the lease absent suchapproval. Landlord shall turn the Demised Premises over to Tenant fifteen (15)days after the Virginia Racing Commission approves the application for alicense. In such an event, Fixed Rent shall commence no later than October 1,2005.

 

**LANDLORD:  Jay F. Wilks, Trustee under indenture dated December 20,1976 by and between Herbert Cashman and Marvin Simon, as Settlers and Jay F.Wilks, as Trustee**

 

 
|   | By:                    | /s/ Jay I. Wilks |   |
|--------|------------------------|------------------|--------|
|   | Jay F. Wilks,  Trustee |

 
| **TENANT:** | **Colonial  Downs L.P., a Virginia Limited Partnership** |
|-------------|----------------------------------------------------------|
|        |                                                     |   |
|        | By:                                                      | Stansley Racing,  its General Partner |
|        |                                                     |   |
|        |                                                     |   |
|        | By:                                                      | /s/ Ian M. Stewart |   |
|        |                                                     | Ian M. Stewart |
|        | Its:                                                     | President |

 

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**RULES AND REGULATIONS**

 

1.                                       Alltrash must be kept in a fully enclosed container, or if requested by Landlord,in a Dumpster or similar container furnished and serviced at Tenant’s expense.

 

2.                                       Tenantshall keep lights on in show windows, under marquee and under canopy from duskuntil 9:00 p.m. Tenant shall also keep lighted signs on from dusk until11:00 p.m.

 

3.                                       Tenantagrees to handle all deliveries and refuse through the rear entrance (if one)of the Demised Premises.

 

4.                                       Nosign shall be permanently affixed to the plate glass of the store front window withoutprior written consent of Landlord.

 

5.                                       Exceptduring Shopping Center promotions, without the prior written approval of theLandlord, no sign shall be placed in, or visible through, any show windowadvising the public of a fire, bankruptcy, going-out-of-business or auctionsale.

 

6.                                       Tenantshall keep store lobbies and windows clean at all times and wash them weekly.

 

7.                                       Tenantshall keep store floors free of trash, chewing gum and other debris, and shallscrub and wax all vinyl or linoleum flooring at least weekly.

 

8.                                       Nomerchandise, vending machines, or telephones shall be located on the sidewalksor other Common Areas without the prior written approval of Landlord.

 

9.                                       Tenantshall not change the locks on the front or rear doors of the premises withoutproviding Landlord with a copy of the new key.

 

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**EXHIBIT B**

 

**TENANT IMPROVEMENTS / UTILITIES**

 

* Prior to the end of theFeasibility Period , Tenant will deliver to Landlord specific plans addressingthe separation of “Expansion Space,” “Leased Space,” and the 10 foot by 40 footsatellite dish space, including utilities, HVAC, and all build-out, which plansare subject to Landlord’s approval, which approval shall not be unreasonablywithheld, conditioned, or delayed.

 

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**EXHIBIT C**

 

**SIGN CRITERIA FOR INDIAN RIVERSHOPPING CENTER & SHOPPES**

 

The followingspecifications shall be controlling for all signs. In such event that this Exhibit Cis in dispute with City sign ordinances, the local jurisdictional codes shallprevail.

 

Prior to sign purchaseand sign installation, the Tenant shall submit to Landlord three copies ofdrawings or renderings of its proposed sign. Each of these copies shall bereviewed and approved in writing by Landlord prior to Tenant purchasing orinstalling said sign. Two (2) copies of the approved drawings shall bereturned to Tenant and/or its sign contractor. Landlord assumes no liabilityfor purchases or sign installation that is in place prior to Landlord’s writtenapproval.

 

The installation of asign and the cost incurred shall be the responsibility of the Tenant. Signconstruction is to be completed in compliance with the following instructions,limitations, and criteria (C.D. needs to confirm this criteria):

 

1.                                       Tenantshall be required to identify the Demised Premises by a sign that shall consistof channel letters on raceway or individual channel letters and shall beinternally illuminated. If a raceway is used, its color shall match the surfaceupon which it is mounted.

2.                                       Signdrawings shall clearly show sign colors, graphics and frame color as well asconstruction and attachment details.

3.                                       Thewording of signs shall be limited to Tenant’s trade name only. Logos will bepermitted.

4.                                       Allsigns shall have concealed attachment devices, clips, wiring, transformers,lamps, tubes and ballast.

5.                                       Theheight of the sign letters shall not be less than 12 inches, nor exceed 30inches. The sign letter shall be no greater than 6 inches in depth.

6.                                       Thelength of same sign shall be no greater than 80% of the linear distance of thestorefront upon which the sign will be mounted.

7.                                       Nopart of same sign shall hang above or below Tenant’s sign area.

8.                                       Tenantis also responsible for restoring to its original condition the area upon whichthe sign is erected at the end of its tenancy.

9.                                       Thefollowing types of signs are prohibited:

 

a.                                       Anysign which violates the local City sign codes.

b.                                      Papersigns, decals and/or stickers utilized as signs.

c.                                       Signsof a temporary character or purpose.

d.                                      Flashingsigns, moving messages signs, externally lighted, digital reader signs andchangeable letter signs.

e.                                       Signsextended at right angles to the storefront.

 

Tenant acknowledges thatit is Landlord’s intention to develop and maintain a first-class appearancefor the Shopping Center. The Shopping Center Sign Criteria is an extension ofsuch intention and Tenant will put forth its best efforts to uphold andmaintain the standards of the Shopping Center.

 

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**GUARANTY OF LEASE**

 

THEUNDERSIGNED, for a valuable consideration, the receipt whereof is herebyacknowledged, and in further consideration of the execution and delivery ofthat certain lease, dated                          ,2005, by and between Jay F. Wilks,Trustee under indenture dated December 20, 1976 by and between HerbertCashman and Marvin Simon, as Settlors and Jay F. Wilks, as Trustee asLandlord, and Colonial Downs L.P., a Virginia Limited Partnership, as Tenant,for premises having an address of 4301Indian River Road, Chesapeake, VA at the request of the undersigned,which request is hereby made, hereby jointly and severally unconditionallyguarantee the prompt, full and faithful payment by Tenant of all rent andperformance by Tenant of all other terms, conditions, agreements, covenants andobligations on Tenant’s part to be performed as provided in said lease;and the undersigned hereby covenants and agrees that, in the event of Tenant’sdefault or defaults, the undersigned will, upon ten (10) days’ priorwritten notice from Landlord of Tenant’s default, at one time or from time totime, as the circumstances may require, perform and fulfill any andall agreements, covenants and obligations of Tenant in said lease contained,cure such defaults at their own cost and expense and pay to Landlord alldamages which Landlord may sustain or have sustained by virtue thereof.

 

THEUNDERSIGNED hereby waives exhausting of recourse against Tenant; waives thebenefit of homestead exemption; and consents to any modification of this leaseand to any assignment of this lease and to any sublease of the demisedpremises, in whole or in part, that Tenant or its assignees or sublessees may make,and agrees that its liability hereunder shall not be affected or releasedthereby.

 

Thisguaranty shall be construed in accordance with, and governed by, the laws ofthe Commonwealth of Virginia.

 

INWITNESS WHEREOF, Jacobs Entertainment, Inc. is named Guarantor this     day of March, 2005.

 
|                                                                                                                                                                                                                                                                                                                                  |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                  | By:    |
|                                                                                                                                                                                                                                                                                                                                  |   |
| STATE OF                                                                                                                                                                                                                                                                                                                              |   |   |   |
| CITY/COUNTY OF                                                   ,  to wit: |   |
|                                                                                                                                                                                                                                                                                                                                       |        |        |  |  |

 

Theforegoing instrument was acknowledged before me this         dayof                          ,20             by                                                       

 
|                    |          |   |
|-------------------------|---------------|--------|
|                    | Notary Public |
|                    |
| My  commission expires: |

 

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