**EXHIBIT 14.1**

 

**Jacobs Entertainment, Inc.**

 

**Code of Ethics and Business Conduct**

 

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**TABLE OFCONTENTS**

 
| Introduction to the JEI Code of Ethics and Business  Conduct                            | 2  |
|-----------------------------------------------------------------------------------------|----|
| How to Obtain Guidance on a Compliance Issue or to  Report a Concern                    | 3  |
| Quick Reference of Policies                                                             | 4  |
| Antitrust, Gaming, Securities and Other Laws                                            | 6  |
| Insider Trading                                                                         | 7  |
| Regulation Full Disclosure (FD) Compliance                                              | 7  |
| Conflicts of Interest                                                                   | 7  |
| Confidential Information                                                                | 9  |
| Loans to Executives                                                                     | 9  |
| Equal Employment Opportunity                                                            | 9  |
| Harassment-Free Work Environment                                                        | 10 |
| Employee Privacy                                                                        | 10 |
| Fraud, Theft, Payments, Kickbacks or Similar Conduct                                    | 11 |
| Cooperation with Independent Auditors                                                   | 11 |
| Records Retention                                                                       | 11 |
| Foreign Transactions                                                                    | 11 |
| Gifts and Gratuities                                                                    | 12 |
| Safeguarding Company Assets                                                             | 12 |
| Use of Computer Resources, Including Software  Acquisition, Protection and Distribution | 12 |
| Drug-Free Workplace                                                                     | 13 |
| Responding to Inquiries from the Press and Others                                       | 13 |
| Environment, Health and Safety                                                          | 13 |
| Political Activity                                                                      | 14 |
| Director of Internal Audit                                                              | 14 |
| JEI Compliance Program Organizational Chart                                             | 15 |
| Acknowledgement Form                                                                    | 16 |

 

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**Introduction to the Jacobs Entertainment, Inc.**

**Code of Ethics and Business Conduct**

 

This Code of Ethics andBusiness Conduct (the Code) explains the standards of behavior that JacobsEntertainment, Inc. and each of its subsidiaries (collectively referred toas “JEI” or the “Company”) expects of its employees while performing theirdaily job activities and dealings with others. High standards of ethical behavior and workplace conduct make good businesssense.  They serve as the cornerstone ofour reputation as an organization.  Ourability to attract customers and quality employees depends on this reputation.  Your actions may enhance, simply maintain, orseverely damage the standards that we have developed.  Therefore, it is expected that you willexercise the highest standards of ethics in all of your decisions that mayimpact the Company.  The Code cannotforesee every situation that might arise. Rather, it identifies guiding principles to help you make decisionsconsistent with JEI’s values and reputation. You should also familiarize yourself with various corporate policiesthat provide more detailed guidance on specific issues that may affect yourwork.  This Code applies at all times,without exception, to all members of the Board of Directors and all JEIemployees.

 

It is the policy ofJacobs Entertainment, Inc. that the principal executive officer, executiveofficers, the senior financial officers (individually, an “Officer,” andcollectively, the “Officers”) and all employees of JEI advocate and adhere tothe following principals governing their professional and ethical conduct inthe fulfillment at all their respective responsibilities:

 

As an officer, directoror employee of JEI, you are expected to:

 

1.     Act with honesty and integrity and in anethical manner to seek and promote the interests of the Company;

2.     Deal fairly with the Company’s customers,suppliers, competitors and employees;

3.     Avoid conflicts of interest between yourpersonal interests and the interests of the Company and seek to avoid theappearance of such conflicts of interest. A conflict of interest may arise when an individual takes actions or hasinterests that make it difficult to perform their Company duties objectivelyand effectively, or when an individual uses their position at the Company forimproper personal benefit;

4.     Comply with laws of federal, state andlocal governments applicable to the Company, and the rules and regulationsof agencies having jurisdiction over the Company including, but not limited to,the laws pertaining to insider trading of Company securities;

5.     Act in good faith, responsibly, with duecare, without misrepresenting or omitting material facts or allowing theirindependent judgment to be compromised;

6.     Respect the confidentiality ofinformation acquired in the course of the performance of your responsibilitiesexcept when authorized or otherwise legally obligated to disclose suchinformation;

7.     Never use confidential informationacquired during the course of the performance of your responsibilities forimproper personal advantage;

8.     Proactively attempt to promote ethicalbehavior among your subordinates and peers;

9.     Use Company assets and resources employedor entrusted to you in a responsible manner for legitimate business purposesand not for improper personal advantage;

10.   Never exploit corporate opportunities orcompete with the Company; and

11.   Always comply with the laws andregulations of the jurisdictions within which the Company conducts business.

 

The Company will endeavorto:

 

1.     Enhance customer confidence and enjoymentof our gaming system;

2.     Agree to make its systems and practicesavailable for inspection and review by any legitimate gaming commission orgovernmental authority;

3.     Design all services to protect customerprivacy and confidentiality;

 

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4.     Institute controls to detect andeliminate fraud and to protect technological data and the Company’s computersystems;

5.     Be truthful in all advertising andpromotional efforts and publish only accurate information about its operations;

6.     Provide controls to deter minors fromaccessing the Company’s gaming, wagering or liquor service facilities.  These controls require customers to declarethat they are of lawful age and that JEI institute reasonable measures toverify this information;

7.     Increase awareness, advocate treatmentand promote research and education on problem gambling through various problemgambling coalition groups;

8.     Conduct its banking and financial affairsin accordance with accepted standards of internationally recognized bankinginstitutions; and

9.     Adhere to all jurisdictional lawspertaining to transaction reporting.

 

**How to Obtain Guidance on a Compliance Issue or to Report a********Concern**

 

Each officer, manager andsupervisor is responsible for ensuring that their employees know, understandand comply with our Company’s policies, our Code of Ethics and Business Conductand all applicable laws and regulations. Company policies can be found at www.bhwk-hr.com in the JEI CorporateManual and Policies section. Several of the policies contain procedures forobtaining guidance or reporting a concern or violation.  If there is no procedure in the policy, oryou do not believe you can follow the procedure outlined in a policy, youshould proceed as follows:

 

Obtain guidance from, orpromptly report your concern to, your immediate supervisor.  If you should feel uncomfortable discussingthe issue with your immediate supervisor, you should bring the matter to theattention of your Department Director, your Human Resources representative, theCorporate Director of Human Resources, or the Director of Internal Audit.  If you prefer to maintain complete anonymity,you can contact our whistleblower hotline as follows:

 

**JEI Hotline— 1-866-294-5572 (toll-free)**

 

To the extent practicalJEI will protect the anonymity of an employee who reports any suspectedmisconduct.  It is the Company’s policythat every employee who acts in good faith in reporting possible violationswill be free from reprisal, retaliation or negative consequences in theiron-going employment as a result of such reporting.  In the event of an internal investigation, youwill be informed of the outcome as soon as is practicable under thecircumstances.

 

Violation of JEI’s Codeof Ethics and Business Conduct may result in disciplinary action, up to andincluding termination of employment. Violations may include non-compliance with JEI policies, lack of supervisionor diligence in enforcing Company policies, providing false or misleadinginformation, as well as any retaliatory actions, direct or indirect, against anemployee who reports a reasonably suspected violation or other misconduct ofthis Code.

 

Any infraction orpotential infraction of this Code by any Officer or employee should be promptlyreported to your immediate supervisor, Department Director, your HumanResources representative, the Corporate Director of Human Resources, or theDirector of Internal Audit. The Corporate Compliance Officer will assist withreporting in the absence of the Director of Internal Audit. The Director ofInternal Audit shall report all such reported infractions and potentialinfractions to the Audit Committee of JEI. There shall be no reprisals forreporting an actual or possible violation of this Code.  The Audit Committee shall have the power andauthority to monitor compliance with the Code, investigate reported or allegedviolations (or potential reported violations) of the Code, make determinations(including acting on requests for waivers from the provisions hereof) and makerecommendations to the Board of Directors with respect to penalties andconsequences for violations of this Code. The Board of Directors of the Company is authorized to take appropriatedisciplinary action, including dismissal of the offender if, in the opinion of 

 

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the Board, the violationof the Code is serious and detrimental to the Company.  Conflicts of interest will be resolved by theBoard with the interests of the Company as the paramount consideration.

 

**Quick Reference of Policies**

 
| Antitrust, Gaming,  Securities and Other Laws         |   | Employees must comply  with all laws and regulations, including all antitrust, gaming, liquor and  securities regulations and laws. No employee may retaliate against another  for reporting criminal activity.                                                                                                   |
|-------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Insider Trading                                       |   | Employees must strictly  adhere to the prohibitions against insider trading and must not disclose  “inside information” to other persons.                                                                                                                                                               |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Regulation FD  Compliance  (Full Disclosure)          |   | Senior officials and  employees who communicate regularly on the Company’s behalf with the  investment community must comply with the SEC’s Regulation FD which requires  public disclosure of any “material” information that has been disclosed to  any person in the investment community. |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Conflicts of Interest                                 |   | Employees and their  immediate relatives must avoid taking any action that creates, or appears to  create, a conflict between their personal interests and the interests of the  Company for improper personal gain.                                                                                              |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Confidential  Information                             |   | Employees must refrain  from disclosing certain business information, market sensitive data, or any  other proprietary information without appropriate management approval.                                                                                                                                       |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| No Loans to Executives                                |   | JEI may not make or  arrange loans to its executive officers or directors.                                                                                                                                                                                                                                        |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Equal Employment  Opportunity                         |   | It is the Company’s  policy not to discriminate against applicants or employees on the basis age,  race, sex, veteran status, color, religion, national origin, disability or  sexual orientation or any other status protected by applicable federal, state  or local law.                                  |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Harassment-Free Work Environment                      |   | No form of harassment  will be tolerated.                                                                                                                                                                                                                                                                         |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Employee Privacy                                      |   | It is the Company’s  policy to respect the privacy of all employees. However, employees shall have  no expectation of privacy in their use of business tools or in their work  spaces or property on the Company premises.                                                                                   |
|                                                  |   |                                                                                                                                                                                                                                                                                                              |
| Fraud, Theft, Payments,  Kickbacks or Similar Conduct |   | Employees may not  engage in any scheme to defraud any person out of money, property, or  services, including by theft, fraud or embezzlement. The receipt of fees,  loans, or other payments resulting from transactions involving the Company or  its                                                           |

 

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|                                                                                    |   | subsidiaries and  affiliates is strictly prohibited. No employee will provide or accept  kickbacks, including those in the form of currency, services, other assets or  reductions of personal debts.                                                                                                                                                                                                                                                                         |
|-----------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Cooperation with  Independent Auditors                                                  |   | Employees may not  intentionally mislead the Company’s independent public accountants in  connection with their audit of the Company’s financial statements.                                                                                                                                                                                                                                                                                                        |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Records Retention                                                                       |   | It is illegal to  destroy or conceal documents, records or other information with the intent of  impairing the integrity or availability of the information for use in a  government investigation.                                                                                                                                                                                                                                                                           |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Foreign Transactions                                                                    |   | Employees must comply  with the Foreign Corrupt Practices Act. By doing so, they may not pay money  or anything of value to foreign government officials, parties or political  candidates for the purpose of influencing the acts or decisions of such  officials in order to obtain business or obtain any improper advantage.  Employees may not cooperate in any way with boycotts between foreign  countries not sanctioned by the United States.                        |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Gifts and Gratuities                                                                    |   | Gifts and other forms  of special benefits to or from customers, suppliers or competitors, of JEI  can raise ethical and legal questions that could potentially embarrass or  damage JEI. Therefore, caution is required when dealing with such matters. It  is your responsibility to ensure that your acceptance of meals, refreshments or  entertainment is proper and could not reasonably be construed in any way as  an attempt to secure favorable treatment from you. |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Safeguarding Company  Assets                                                            |   | Employees may not use,  spend, or dispose of Company property for personal use or benefit, or in a  manner or for a cause that is unethical or illegal. All financial reports  must be truthful, accurate and reliable.                                                                                                                                                                                                                                                       |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Use of Computer  Resources, Including Software Acquisition, Protection and Distribution |   | The employees of any  operating unit or support function that internally develops, or purchases  software must ensure that appropriate intellectual property rights (e.g.,  copyrights and patents) are obtained and secured. Such software must be  properly licensed or owned by the Company and must be protected.                                                                                                                                                         |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Drug-Free Workplace                                                                     |   | The Company prohibits  the unlawful possession, manufacture, use, or distribution of controlled  substances in the workplace or at any place where an employee could be  construed to be a representative of the Company or one of its subsidiaries or  affiliates.                                                                                                                                                                                                           |
|                                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Responding to Inquiries  from the Press and Others                                      |   | Employees should refer  all inquiries from the media, shareholders and the financial community to the  President of Jacobs Entertainment, Inc.                                                                                                                                                                                                                                                                                                                           |

 

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| Environment, Health and  Safety |   | It is the Company’s  policy to comply with all environmental, health and safety laws and  regulations. Employees should be environmentally aware and sensitive and are  required to report any non-compliance with environmental laws or regulations.  Employees should report all accidents, injuries, occupational illnesses and  unsafe conditions or practices. |
|---------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                            |   |                                                                                                                                                                                                                                                                                                                                                                     |
| Political Activity              |   | The Company shall  comply with all election and campaign funding laws, requirements and  prohibitions. Under no circumstances may any funds or property of the Company  be used, directly or indirectly, to support or assist the candidacy of any  person seeking elected office without the prior consent of the CEO or the  President.                                |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                     |
| Discipline and  Reporting       |   | Non-compliance with the  Code may result in discipline, up to and including termination of employment.  Employees are expected to report violations of the Code for investigation and  appropriate action.                                                                                                                                                               |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                     |
| Director of Internal  Audit     |   | The Director of  Internal Audit will monitor reports of alleged wrongdoing, conduct  investigations as appropriate, implement and make appropriate modifications  to the Code, and report to the Audit Committee on a regular basis.                                                                                                                                     |

 

**Antitrust, Gaming, Securities and Other Laws**

 

It is JEI’s practice tocompete vigorously, aggressively and fairly, in accordance with applicable lawsand regulations.  You are expected togenerally understand the laws and regulations that apply to your job and to actin accordance with them.

 

Antitrust law can be verycomplex.  In general, we are to competewithout any anticompetitive understandings or agreements with our competitors,suppliers, dealers and/or customers.

 

All employees areexpected to conduct themselves in accordance with and at all times abide by thegaming and liquor regulations and laws governing the jurisdiction in which theywork.

 

You should avoiddiscussion or agreements with competitors (even informal ones) regardingprices, terms or conditions of sales, credit or billing practices, costs,profits (or profit margins), market shares, bids, requests for proposals,intent to do business (or not) with particular suppliers or territories, orplans to build or expand existing businesses.

 

You should maintain ourindependence of judgment in the pricing, marketing, purchasing and selling ofall products and services.  Avoidinaccurate or misleading statements about competitors, suppliers, customers ortheir offerings.  We succeed by offeringcompetitively priced, quality products and services, not by attempting toprevent anyone from entering a market, or by disparaging any competitor,supplier or customer or trying to “put them out of business.”

 

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Our purchasing decisionsare based on fair and objective criteria, not on whether a supplier agrees touse our goods and services.  Do notsuggest to suppliers that purchasing decisions depend on the supplier’s use ofour goods or services or that failing to do business with a subsidiary oraffiliate could jeopardize business with the parent company.

 

You should report illegalactivity and unethical conduct.  NeitherJEI nor any of its employees may retaliate against any person for providinginformation, reasonably believed to be truthful, to any law enforcement officerrelating to the commission or possible commission of a crime.

 

**Insider Trading**

 

In the course of yourduties, you may become privy to “inside information” within the meanings ofstate or federal securities laws.  Thismeans material, non-public information that might have an effect on our bond(or perhaps as the result of a future equity offering, our stock) price if theinformation were publicly known.  Youshould also be aware that the same prohibition against insider trading appliesto trading in the stock of our customers, suppliers or any other company if youhave insider information about them. Employees are strictly prohibited from providing inside information to otherpersons as this information might influence their trading activities offinancial transactions.

 

Examples of such “insiderinformation” may include: expansion plans, major management changes, current orfuture earnings projections, new contacts or projects, mergers, acquisitions ordivestitures or other such material matters.

 

It is your responsibilityto understand laws and policies that may apply to you.  Further information on blackout periods,pre-clearance and other matters related to insider trading may be obtainedthrough the office of the President.

 

**Regulation FD (Fair Disclosure) Compliance**

 

It is federal law and,accordingly, our practice at JEI, that all senior officials and all employeeswho regularly communicate on the Company’s behalf with the investment communitycomply with Regulation FD  (FairDisclosure) adopted by the U.S. Securities and Exchange Commission.  Regulation FD generally provides that whenthe Company or any person acting on its behalf discloses “material” non-publicinformation to the holders of JEI securities, broker-dealers, investmentadvisors, investment managers, investment companies, hedge funds, investors,industry analysts and the affiliates of any of these, the Company is requiredto make a public disclosure of the same information.

 

**Conflict of Interest**

 

You may not engage in anyactivity, or become involved in any arrangement, directly or indirectly, whichwill conflict, or may be reasonably viewed as conflicting, with yourresponsibilities to JEI.  This includesthe use of JEI’s name, information or goodwill for your personal gain or thatof others.  A conflict of interest mayarise from your involvement, or another person acting on your behalf, incertain business or personal activities that may currently, or potentiallyconflict with your duties at JEI.

 

A conflict may existregardless of your intent.  If youbelieve that you are, or may become, involved in a conflict of interest, youshould address the issue promptly.

 

To avoid such situations,employees must:

 

1.     Select and deal with suppliers, vendors,customers and other persons doing or seeking to do business with JEI in acompletely fair and objective manner without favor or preference based uponpersonal financial considerations.

 

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2.     Not engage in any direct financial,managerial or other relationship with any supplier, customer, competitor orregulatory agency that could give rise to an actual or potential conflict ofinterest or the appearance of a conflict of interest.

 

3.     Not engage, directly or indirectly, inany association or activity (whether for profit of not) that might impair orappear to impair the ability to make objective and fair decisions on behalf ofJEI, or that might not otherwise be in the best interest of JEI.  This includes, for example, directly orindirectly engaging in competitive activities, diverting a business opportunityfrom JEI, or improperly using or disclosing Confidential Information.

 

4.     Select and deal with suppliers, customersand other persons doing or seeking to do business with JEI in a completely fairand objective manner without favor or preference based upon personal financialconsiderations.

 

5.     Not accept from or give to any supplier,customer or competitor any gift or entertainment except as permitted under thesection entitled “Gifts and Gratuities.”

 

6.     Not do business with a close relative orbusiness entity with which the employee or a relative is associated, exceptwhere such dealings are on arm’s-length terms, have been fully disclosed to theDirector of Internal Audit, the Corporate Director of Compliance or theCorporate Director of Human Resources and have been reviewed and given approvalby the Board of Directors.

 

7.     Not directly or indirectly own asubstantial financial interest in any firm or corporation that is a competitorof the Company or who seeks to do business with JEI.  Guidelines include stock ownership of lessthan 1% in companies traded on a national securities exchange is not consideredto be a conflict of interest, nor is any other ownership if it is less than 5%of the employee’s total assets of 10% of his or her net worth.

 

Employees involved withvendor or contract negotiations should make disclosures regarding anyinvestments or ownership interest, including the ownership of stock traded onthe national securities exchanges, which may be reasonably construed to createan actual or apparent conflict of interest. A conflict of interest disclosure may be reported to the Director ofInternal Audit, the Corporate Director of Compliance or the Corporate Directorof Human Resources. Please refer to the “Conflict of Interest” section in theEmployee Handbook for additional information.

 

You must not directly orindirectly deprive JEI of a business opportunity discovered in the normal courseof performing your duties, including diversion of a business opportunity toyour own or someone else’s account.

 

Employment with JacobsEntertainment, Inc. is an employee’s primary focus.  To avoid any potential conflict, employeesmust inform their supervisor or the Corporate Director of Human Resources ofother employment for clarification as to whether or not a conflict exists.  If an employee is found working in a “conflict”situation, he or she may be asked to terminate his or her other position immediately.

 

Additionally, under nocircumstances may you perform the service of an independent contractor orconsultant for any competitor, customer or supplier of JEI.

 

Furthermore, you must notengage in any employment or activities that could cause embarrassment to,jeopardize the interest of, use proprietary information of, or interfere withthe operations of JEI.

 

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**ConfidentialInformation**

 

Employees understand andacknowledge that, by virtue of their employment with the Company, they willhave access to Confidential Information. Confidential Information may not bedisclosed to any person or entity outside the Company, without prior managementapproval. Removal from the company premises means the actual physical removalof information as well as the transmittal of information via fax, telephone,e-mail or any other form of electronic communication, except in the ordinarycourse of performing your job duties on behalf of the Company.

 

Employees agree tomaintain any and all Confidential Information acquired by them in the course oftheir employment in confidence and to use such information only in the interestof the Company and not for the employee’s own benefit or the benefit of anyother third party. In addition, all employees are expected to conduct theirbusiness activities to avoid losses, legal exposure, or embarrassment to theCompany.

 

Confidential Information acquiredin the course of employment must not be used for individual benefit or for thebenefit of any party other than the Company. Access to Confidential Informationdoes not carry with it personal benefit or advantage but imposes an obligationto keep such information secret and confidential and to use it solely in theinterest of the Company.

 

Employees agree not todiscuss Confidential Information outside the Company, and to discuss suchConfidential Information within the Company strictly on a “need to know” basis.Employees also agree to avoid unnecessary disclosure of ConfidentialInformation about the Company and its clients. This Agreement is not intendedto interfere with normal business communications and relationships, but isintended to alert employees to their obligation to use discretion insafeguarding the Company’s internal affairs. Please see the “Confidentialityand Non-Solicitation Agreement” Policy for further information, if applicable.

 

**Loans to Executives**

 

Federal law prohibits JEIfrom making or arranging loans to its executive officers or directors.  Because a loan is broadly defined to includeany extension to credit, unusual transactions between directors and executiveofficers should be carefully examined. For example an advance against the equity value of a home in connectionwith relocation would be considered loans made by JEI.  If you have a question about whether atransaction might be a loan, you should consult with the Director of InternalAudit before arranging the transaction.

 

**Equal Employment Opportunity**

 

The Company is dedicatedto the principles of equal employment opportunity in any term, condition orprivilege of employment.  We do notdiscriminate against applicants or employees on the basis of age, race, sex, color,religion, national origin, disability, sexual orientation veteran status or anyother status protected by applicable federal, state or local law.

 

The Company will makereasonable accommodation for qualified individuals with known disabilitiesunless doing so would result in an undue hardship to the Company.  This policy governs all aspects ofemployment, including selection, job assignment, compensation, discipline,termination, and access to benefits and training. Please reference the EmployeeHandbook under Equal Employment Opportunity for additional information.

 

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**Harassment-Free Work Environment**

 

JEI is committed tomaintaining a positive working environment free of harassment and we aresensitive to the diversity of our employees. The Company prohibits sexualharassment and harassment because of age, race, sex, color, religion, nationalorigin, disability, sexual orientation or any other legally protected status.

 

Unlawful harassmentincludes verbal or physical conduct that has the purpose or effect ofsubstantially interfering with an individual’s work performance or creating anintimidating, hostile, or offensive work environment. Inappropriate actionsbased on an individual’s age, race, color, national origin, religion,disability, or any other legally protected status will not be tolerated.

 

The Company stronglyopposes sexual harassment and inappropriate sexual conduct. Sexual harassmentis defined as unwelcome sexual advances, requests for sexual favors, and otherverbal or physical conduct of a sexual nature, when:

 

·      Submissionto such conduct is made explicitly or implicitly a term or condition ofemployment;

·      Submissionto or rejection of such conduct is used as the basis for decisions affecting anindividual’s employment;

·      Suchconduct has the purpose or effect of substantially interfering with anindividual’s work performance or creating an intimidating, hostile, oroffensive work environment.

 

All employees areexpected to conduct themselves in a professional and businesslike manner at alltimes. Inappropriate sexual conduct that could lead to a claim of sexualharassment is expressly prohibited by this policy.

 

If the Company determinesthat an employee’s behavior is in violation of this policy, appropriatedisciplinary action will be taken against the offending employee, up to andincluding termination of employment. Managers must report all violations of this policy to the HumanResources Department.  Failure to do so will not be tolerated.

 

The Company prohibitsretaliation against an employee for filing a complaint under this policy or forassisting in a complaint investigation. If you perceive retaliation for makinga complaint or your participation in the investigation, please follow thecomplaint procedure outlined above. The situation will be promptly investigated.For additional information, please reference the Harassment Free WorkEnvironment section of the Employee Handbook.

 

**Employee Privacy**

 

The Company reserves theright to retrieve and review any message or file composed, sent orreceived.  It should be noted thatalthough a message or file is deleted or erased, it is still possible torecreate the message.  Employees shouldhave no expectations of privacy in their messages.  Although electronic mail and voice mail mayallow the use of passwords for security, confidentiality cannot beguaranteed.  It is possible for messagesto be retrieved and viewed by someone other than the intended recipient.  Furthermore, all passwords are known to theCompany, as the system may need to be accessed by the Company in the absence ofan employee.

 

All messages created,sent, or retrieved over the Internet are the property of the Company and shouldbe considered public information.  TheCompany reserves the right to access and monitor all messages and files on thecomputer system at any time.  By usingthe company’s systems, employees consent to the company’s disclosure of any andall communications to law enforcement officials or other third parties.

 

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The Company provides andmaintains the following forms of electronic communication, messaging agents andelectronic facilities:  internal andexternal electronic mail (e-mail), telephone voice mail, internet access, andcomputer hardware and software.  As acondition of providing these electronic communications to its employees, theCompany places certain restrictions on the use of these tools.

 

Employees are responsiblefor the content of all text, audio, or images they place or send over theInternet.  Fraudulent, harassing, orobscene messages are prohibited.  Allmessages on the Internet should be identified with the employee’s name.  Employees may not obscure the origin ofmessages and the information published should not violate or infringe upon therights of others. The Employee Handbook under “Employee Privacy” has additionalinformation that can be used as a resource on this topic.

 

**Fraud, Theft, Payments, Kickbacks or Similar Conduct**

 

JEI employees may notengage in any scheme to defraud anyone out of money, property or honestservices.  Any act of an employee thatdirectly or indirectly involves theft, fraud, embezzlement, misappropriation orwrongful conversion of any property, including that of JEI or any of itsemployees, suppliers or customers, is expressly prohibited.  No employee shall make any false written orverbal statement involving any JEI business or activity.

 

You may not acceptpersonal commissions, fees, loans or any other form of payment arising from anytransaction or business activity directly or indirectly involving JEI.  No employee will accept, provide, attempt toprovide, or offer to provide a kickback to anyone for any reason.

 

These “payments” or “kickbacks”may include, but may not be limited to: money, fees, commissions, loans,gratuities, lavish trips, entertainment, recreation, personal services,accommodations, or any other form of value.

 

**Cooperation with Independent Auditors**

 

JEI’s management isresponsible for the accuracy and completeness of JEI’s financialstatements.  JEI and the investing publicrely upon the skill and integrity of JEI’s management and also on the reportsprovided by our independent auditor on these financial statements.

 

The independent auditor’sreport is dependant upon a thorough understanding of JEI’s financial reportingsystem and the information generated by it as well as the judgments andassumptions of our management. Accordingly, it is critical that our independent auditors receivecomplete and truthful information and the full cooperation of our employees.  Those employees who provide information toJEI’s independent auditors must do so in a way that is accurate and complete.

 

**Record Retention**

 

JEI’s record retentionpolicy provides guidance concerning the period of time during which certaininformation must be maintained before it can be destroyed.  Certain information is required to bemaintained for a fixed period of time by regulatory agencies or for otherreasons outlined in JEI’s records retention policy.  If a government investigation is initiated orcontemplated all documents relevant to the subject matter of the investigationmust, by federal and state law, be preserved.

 

**Foreign Transactions**

 

JEI is committed toethical business practices both at home and abroad.  If you conduct business for JEI outside ofthe United States, you are expected to comply with all applicable laws andregulations governing such transactions.

 

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The Foreign CorruptPractices Act makes it a crime to directly or indirectly offer, promise to payor pay money or anything of value to foreign government officials, parties orpolitical candidates for the purpose of influencing the acts or decisions ofsuch officials in order to obtain business or obtain any improper advantage.  All JEI officers, employees and agents mustkeep accurate and truthful records reflecting payments and transactions for allforeign and domestic business activities.

 

Various federal lawsgovern trade between the United States and foreign countries and prohibit U.S.companies and their foreign subsidiaries from doing business with certaincountries, agencies and individuals.  Asthese laws and regulations vary by country and type of goods or services,employees engaged in business transactions outside of the U.S. should obtainadvice prior to engaging in such activities.

 

It is illegal and againstCompany practices for JEI employees to cooperate in any way with boycottsbetween foreign countries not sanctioned by the United States.  Any written or oral requests for boycottsupport or boycott-related information should be immediately reported.

 

**Gifts and Gratuities**

 

Gifts and other forms ofspecial benefits to or from customers, suppliers, vendors or competitors, ofJEI can raise ethical and legal questions that could potentially embarrass ordamage JEI.  Therefore, caution isrequired when dealing with such matters. It is your responsibility to ensure that your acceptance of meals, refreshmentsor entertainment is proper and could not reasonably be construed in any way asan attempt to secure favorable treatment from you.  No gifts of money should ever beaccepted.  If you question theappropriateness of a gift, contact the Corporate Director of Human Resources orthe Director of Internal Audit immediately as to the existence, nature andvalue of the gift.  As a generalguideline, employees should consult with such persons before accepting giftswhich exceed $50 in value.  Employees areprohibited from pursuing opportunities that are discovered through the use ofcorporate property, information or position, and using corporate property,information or position for personal gain, and/or competition with the Company.

 

**Safeguarding Company Assets**

 

JEI is strictlyaccountable for any funds and property entrusted to its care.  You are not to use, spend or dispose ofCompany funds, or property for personal use or benefit, or in a manner or for acause that is unethical or illegal.

 

You are responsible formaintaining written records and expense reports in sufficient detail tocompletely, accurately and fairly reflect all transactions and expendituresmade on behalf of JEI.  These documentsmust be prepared on a timely basis.  Thefalsification of any such documents with inaccurate or misleading data isprohibited.  Furthermore, you mustaccurately track and segregate any personal expenses that may be commingledwith business expenses.  This includessegregating personal phone charges incurred via office or cellular telephone,or JEI-sponsored credit cards.

 

**Use of Computer Resources, Including Software Acquisition, Protectionand Distribution**

 

Software, whetherpurchased or internally developed, and the intellectual property rightsrepresented by software are valuable JEI assets and must be protected andmanaged in compliance with all software licensing requirements, restrictionsand laws.  Such licensing agreements mayprohibit copying or distributing such software for Company or personal use.

 

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**Drug-Free Workplace**

 

It is the goal of theCompany to foster a work environment free from the behavior altering effects ofillegal drugs and alcoholic beverages. Use of alcohol and illegal drugs alter employees’ judgment resulting inincreased safety risks, workplace injuries and faulty decision-making.  Therefore, working after the use of alcohol,a controlled substance or abuse of any other substances is prohibited, unlesspermission is obtained from senior management. Furthermore, the possession, purchase, consumption (use) or sale of acontrolled substance or alcohol on Company premises or while conducting Companybusiness is prohibited.  Alcoholicbeverages served in conjunction with an authorized Company event are anexception to this prohibition.

 

Employees shall, whendrugs are prescribed by a medical professional, inquire of the prescribingprofessional whether the drug prescribed has any side effects which may impairthe employee’s ability to safely perform the employee’s job duties.  If so, the employee shall obtain a statementfrom the medical professional indicating any work restrictions and theirduration.  The employee shall presentthat statement to his or her supervisor prior to going on duty.

 

The Company may conductunannounced inspections for controlled substances and/or alcohol in theworkplace or on Company premises, including parking lots.  All property of the Company such as desks,lockers and file cabinets are subject to inspection.  Any personal property of employees brought onto the Company’s premises or work sites such as vehicles, lunch pails, pursesand packages are subject to inspection. Employees are expected to cooperate in any inspection.  Failure to do so will result in disciplinaryaction up to and including termination. Please reference the Employee Handbookunder “Drug Free/ Alcohol Free Workplace” for further information.

 

**Responding to Inquiries from the Press and Others**

 

JEI has establishedpolicies for responding to inquiries from the press and from otherslegitimately seeking information about us. Please refer to the Public Relations/Media Inquiries Policy for additional guidance.  It is important that employees not attempt toanswer such inquiries unless they are specifically authorized to do so.  Overall, our intention is to maintain a spiritof cooperation while always acting in JEI’s best interest and in accordancewith applicable law.  Therefore, allinquires from the media, investors or the financial community as well as anylegal inquiries should be directed to the office of the President of JacobsEntertainment, Inc.

 

**Environment, Health and Safety**

 

It is the practice of JEIto manage our business in an environmentally responsible manner and to complywith all environmental laws and regulations. You are required to maintain an environmental awareness concerning theactivities you perform and to conduct those activities in a manner that fullycomplies with all environmental rules and regulations.  You are further required to immediatelyreport to your supervisor, Department Head or the Director of Internal Auditany event you witness which may result in noncompliance of any environmentallaw or regulation.

 

It is also JEI’s policyto provide a safe and healthy environment for our employees and visitors to itspremises.  To this end you are expectedto conduct operations in a manner that meets applicable health and safety lawsand regulations. You are required to immediately report any and all accidents,injuries, occupational illness, unsafe conditions or practices to yoursupervisor and the security department. See the Employee Handbook foradditional information related to Safety and Violence in the Workplace.

 

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**Political Activity**

 

Participation in theAmerican political system is the right of every individual.  We encourage our employees, as responsiblecitizens, to support candidates and ballot measures of their choice at alllevels of government.  The policiesoutlined below are not intended to discourage employees from individual politicalactivity during their off-duty hours.

 

The Company shall complywith all election and campaign funding laws, requirements andprohibitions.  Under no circumstances mayany funds or property of the Company be used, directly or indirectly, tosupport or assist the candidacy of any person seeking elected office withoutthe prior consent of the CEO.

 

All politicalcontributions made at all by JEI, will only be made by authorization of the CEOof JEI.

 

**Director of Internal Audit**

 

The JEI Board ofDirectors has approved and directed that the Director of Internal Audit reportto the Audit Committee and further has directed the Director of Internal Auditto assist in implementing and supervising the Code throughout JEI.  In implementing the Code, the Director ofInternal Audit will:

 

·      Reportto the Audit Committee as necessary or requested;

 

·      Auditcompliance with the Code;

 

·      Dealwith legal counsel and others in investigating suspected violations of the Codeor the law after conferring with the CEO and President;

 

·      Reportviolations to appropriate governmental authorities after conferring with theCEO and President;

 

·      Establishand monitor programs to train employees about the Code and other compliance andethics issues;

 

·      Dealwith issues submitted to him or her; and

 

·      Overseethe updating and supplementing of the Code.

 

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**JEIHotline**

**OrganizationChart**

 

 

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**JacobsEntertainment, Inc.**

**Code ofEthics and Business Conduct**

**AcknowledgementForm**

 

I have received a copy ofthe Jacobs Entertainment, Inc. Code of Ethics and Business Conduct dated September XX,2007. I understand it is my responsibility to become familiar with the Code. Iwill be held accountable for following the Code of Ethics and Business Conduct.Failure to adhere to the standards set forth in the Code of Ethics and BusinessConduct will result in disciplinary action up to and including termination.

 

 
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