**EXHIBIT14.1**

 

**JacobsEntertainment, Inc.**

 

**Code ofEthics and Business Conduct**

 

 

3/22/2006

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| **TABLE OF CONTENTS**                                                                   |
|-----------------------------------------------------------------------------------------|
|                                                                                    |
| Introduction to the JEI Code of Ethics and  Business Conduct                            | 3 |
| How to Obtain Guidance on a Compliance  Issue or to Report a Concern                    | 5 |
| Quick Reference of Policies                                                             | 7 |
| Antitrust, Gaming, Securities and Other  Laws                                           | 11 |
| Insider Trading                                                                         | 12 |
| Regulation FD Compliance                                                                | 12 |
| Conflicts of Interest                                                                   | 13 |
| Confidential Information                                                                | 14 |
| No Loans to Executives                                                                  | 15 |
| Equal Employment Opportunity                                                            | 15 |
| Harassment-Free Work Environment                                                        | 15 |
| Employee Privacy                                                                        | 16 |
| Fraud, Theft, Payments, Kickbacks or  Similar Conduct                                   | 16 |
| Cooperation with Independent Auditors                                                   | 17 |
| Obstruction of Government Investigations                                                | 17 |
| Foreign Transactions                                                                    | 18 |
| Gifts and Gratuities                                                                    | 18 |
| Safeguarding Company Assets                                                             | 19 |
| Use of Computer Resources, Including  Software Acquisition, Protection and Distribution | 19 |
| Drug-Free Workplace                                                                     | 19 |
| Responding to Inquiries from the Press and  Others                                      | 20 |
| Environment, Health and Safety                                                          | 20 |
| Political Activity                                                                      | 20 |
| Discipline and Reporting                                                                | 21 |
| Corporate Compliance Officer                                                            | 22 |
| JEI Compliance Program Organizational Chart                                             | 23 |

 

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**Introductionto the Jacobs Entertainment, Inc.**

**Code ofEthics and Business Conduct**

 

This Code of Ethics and BusinessConduct explains the standards of behavior that Jacobs Entertainment, Inc.(JEI) expects of its directors and employees in their daily activities anddealings with others.  High standards ofethical behavior and workplace conduct make good business sense.  They serve as the cornerstone of ourreputation as an organization.  Ourability to attract customers and quality employees depends on this reputation.  Your actions may enhance, maintain, or damagethis standard that we have developed. Therefore, it is expected that you will exercise the highest standardsof ethics in all of your decisions that may impact the Company.  The Code cannot foresee every situation thatmight arise.  Rather, it identifiesguiding principles to help you make decisions consistent with JEI’s values andreputation.  You should also familiarizeyourself with various corporate policies that provide more detailed guidance onspecific issues that may affect your work. This Code applies at all times, without exception, to all members of theBoard of Directors and all JEI employees.

 

It is the policy of JacobsEntertainment, Inc. and each of its subsidiaries (collectively referred to as “JEI”or the “Company”), that the principal executive officer, executive officers,the senior financial officers (individually, an “Officer,” and collectively,the “Officers”) and all employees of JEI advocate and adhere to the followingprincipals governing their professional and ethical conduct in the fulfillmentof their respective responsibilities:

 

As an officer, director oremployee of JEI, you are expected to:

 

1.               act with honesty and integrity and in anethical manner and seek to promote the interests of the Company when theopportunity arises;

2.               deal fairly with the Company’scustomers, suppliers, competitors and employees;

3.               avoid conflicts of interest between yourpersonal, private interests and the interests of the Company and seek to avoidthe appearance of such conflicts of interest. A conflict of interest may arise when an individual takes actions or hasinterests that make it difficult to perform his or her Company work objectivelyand effectively, or when an individual uses his or her position at the Companyfor improper personal benefit;

4.               perform your responsibilities and dutiesin such a manner as to ensure that periodic reports required to be filed withthe Securities and Exchange Commission and other public communications made bythe Company, including, but not limited to , press releases, containinformation that is full, fair, accurate, timely and understandable;

5.               comply with laws of federal, state andlocal governments applicable to the Company, and the rules and regulations ofagencies having jurisdiction over

 

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the Company including, but not limited to, the laws pertaining toinsider trading of Company securities;

6.               act in good faith, responsibly, with duecare and diligence, without misrepresenting or omitting material facts orallowing his or her independent judgment to be compromised;

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

8.               never use confidential informationacquired in the course of the performance of your responsibilities for improperpersonal advantage;

9.               proactively attempt to promote ethicalbehavior among your subordinates and peers;

10.         use Company assets and resources employed orentrusted to you in a responsible manner for legitimate business purposes andnot for improper personal advantage;

11.         never exploit corporate opportunities orcompete with the Company;

12.         always comply with the laws and regulations ofthe jurisdiction within which it conducts business.

 

The Company will endeavor to:

 

1.               enhance customer confidence in thesoundness of the gaming system;

2.               agree to make their systems andpractices available for inspection and review by any legitimate gamingcommission or governmental authority;

3.               design all services to protect customerprivacy and confidentiality;

4.               institute controls to detect andeliminate fraud and to protect data and the systems from internal and externalhacking;

5.               be truthful in all advertising andpromotional efforts and shall publish only accurate information about itsoperations;

6.               provide controls to deter minors fromaccessing its gaming or wagering and liquor service facilities.  These controls require customers to declarethat they are of lawful age and JEI institutes reasonable measures to verifythis information;

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

8.               conduct its banking and financialaffairs in accordance with accepted standards of internationally recognizedbanking institutions;

9.               adhere to all jurisdictional lawspertaining to transaction reporting.

 

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**How toObtain 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 Company policies, the Code of Ethics and Business Conduct andall applicable laws and regulations. Several of the policies contain procedures for obtaining guidance orreporting a concern.  If there is noprocedure in the policy, or you do not believe you can follow the procedureoutlined in a policy, please proceed as follows:

 

You should obtain guidancefrom, or promptly report your concern to, your supervisor.  Should you feel uncomfortable discussing itwith your supervisor, you should bring the matter to the attention of yourDepartment Director, your Human Resources representative, Corporate HumanResources, or the Corporate Compliance Officer. You may obtain the contact numbers for the Corporate Human ResourcesDepartment, the Corporate Compliance Officer or the Office of the President ofGaming Operations from the JEI Hotline.

 

**JEIHotline—999-999-9999—Compliant Procedure**

 

To the extent practical JEIwill protect the anonymity of any employee who reports 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 theiremployment as a result of such reporting. In the event of a resulting internal investigation, you will be informedof its outcome as soon as is practicable under the circumstances.

 

Violation of JEI’s Code ofEthics and Business Conduct may result in disciplinary action, including butnot limited to, a warning, suspension or termination of employment.  Violations may include non-compliance withJEI policies, lack of supervision or diligence in enforcing Company policies,providing false or misleading information, as well as any retaliatory actions,direct or indirect, against an employee who reports a reasonably suspectedviolation of this Code or other misconduct.

 

Any infraction or potentialinfraction of this Code by any Officer or employee should be promptly reportedto your Department Director, your Human Resources representative, CorporateHuman Resources, or the Corporate Compliance Officer.  The Corporate Compliance Officer shall reportall such reported infractions and potential infractions to the Audit Committeeof the Board of Directors of JEI. There shall be no reprisals for reporting anactual or possible violation of this Code. The Audit Committee shall have the power and authority to monitorcompliance with the Code, investigate potential or alleged violations of theCode, make determinations (including acting on requests for waivers from theprovisions hereof) and make recommendations to the Board of Directors withrespect to penalties and consequences for violations of this Code.  The Board of Directors of the Company is

 

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authorized to take appropriatedisciplinary action, including dismissal of the offender (after opportunity tobe heard) if the violation of this Code is serious and detrimental to theCompany.  Conflicts of interest shall beresolved in an ethical manner with due consideration being given to thelegitimate interests of the Company.

 

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| **Quick Reference of Policies**               |
|-----------------------------------------------|
|                                          |
| General                                       |   | In general,  this Code prohibits unlawful, unethical and inappropriate behavior. The Code  applies to all employees of the Company. |
|                                          |   |   |
| 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)   |   | Employees  who communicate regularly on the Company’s behalf with the investment  community and senior officials must comply with the SEC’s Regulation FD which  requires a public disclosure of any “material” information that has been  disclosed to any person in the investment community. |
|                                          |   |   |
| Conflicts of Interest                         |   | Employees  and their close relatives must avoid taking any action that creates, or  appears to create, a conflict between their own interests and the interests  of the Company. The Company discourages full-time employees from  “moonlighting” and prohibits employees from performing services as  independent contractors for any of the Company’s customers, suppliers vendors  or competitors. |
|                                          |   |   |
| Confidential Information                      |   | Employees  must refrain from disclosing certain business information, market sensitive  data, or any other proprietary information without appropriate management  approval. |

 

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| No Loans to Executives                                |   | JEI may not  make or arrange loans to its executive officers or directors.                                                                                                                                                                                                                                                                                                                                                                                          |
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|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Equal Employment Opportunity                          |   | It is the  Company’s policy to affirmatively recruit, retain, and promote employees  without regard to age, sex, color, race, creed, national origin, religious  persuasion, marital status, disability or veteran status. No form of illegal  discrimination will be tolerated.                                                                                                                                                                               |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Harassment-Free  Work Environment                     |   | No form of  unlawful 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  honest services, including by theft, fraud or embezzlement. The receipt of  fees, loans, or other payments resulting from transactions involving the  Company or its 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.                                                                                                                                                                                                                                                                                              |
|                                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Obstruction  of Government Investigations             |   | 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.                                                                                                                                                                                                                                                                 |

 

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| 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.                         |
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|                                                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 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 (including funds) 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  is property licensed or owned by the Company and must be protected.                                                                                                                                                               |

 

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| 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 office of the President of Gaming Operations.                                                                                                                                                                                                                     |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                     |
| 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 of Gaming Operations.           |
|                                               |   |                                                                                                                                                                                                                                                                                                                                                                     |
| Discipline and Reporting                           |   | Non-compliance  with the Code may result in discipline, including warnings, suspensions or  termination of employment. Employees are expected to report violations of the  Code for investigation and appropriate action.                                                                                                                                                |

 

 

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| Corporate Compliance Officer |   | The  Corporate Compliance Officer 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 policy to competevigorously, aggressively and fairly, in accordance with applicable laws andregulations.  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 are expected toconduct themselves in accordance with and at all times abide by the gaming andliquor regulations and laws governing the jurisdiction in which they work.

 

You should avoid discussion oragreements with competitors (even informal ones) regarding prices, terms orconditions of sales, credit or billing practices, costs, profits (or profitmargins), market shares, bids, requests for proposals, intent to do business(or not) with particular suppliers or territories, or plans to build or expandexisting 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.”

 

Our purchasing decisions arebased on fair and objective criteria, not on whether a supplier agrees to useour goods and services.  Do not suggestto suppliers that purchasing decisions depend on the supplier’s use of ourgoods or services or that failing to do business with a subsidiary or affiliatecould 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.

 

 

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**InsiderTrading**

 

In the course of your duties,you may become privy to “inside information” within the meanings of state orfederal laws.  This means material,non-public information that might have an effect on our bond (or perhaps as theresult of a future equity offering, our stock) price if the information werepublicly known.  You should also be awarethat the same prohibition against insider trading applies to trading in thestock of our customers, suppliers or any other company if you have insiderinformation about them.  Employees arestrictly prohibited from providing inside information to other persons as thisinformation might influence their trading activities of financial 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 responsibility tounderstand 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 of Gaming Operations.

 

**RegulationFD (Full Disclosure) Compliance**

 

It is federal law and,accordingly, our policy that JEI, all senior officials and all employees whoregularly communicate on the Company’s behalf with the investment communitycomply with Regulation FD adopted by the U.S. Securities and ExchangeCommission.  Regulation FD generallyprovides that when the Company or any person acting on its behalf discloses “material”non-public information to the holders of JEI securities, broker-dealers,investment advisers, investment managers, investment companies, hedge funds,investors, industry analysts and the affiliates of any of these, the Company isrequired to make a public disclosure of the same information.  In order to ensure compliance with RegulationFD, you should review carefully and adhere to the terms of the JEI “DisclosurePolicy”.

 

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**Conflictsof 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 potentially conflictwith your duties at JEI.

 

A conflict may exist regardlessof your intent.  If you believe that youare, or may become, involved in a conflict of interest, you should address theissue 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.

 

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 an 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,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.

 

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 theCorporate Compliance Officer and have been given specific written approval.

 

7.               Not directly or indirectly own asubstantial financial interest in any firm or corporation which is a competitorof or which does or seeks to do business

 

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with JEI.  (Stock ownership of less than 1% in companiestraded on a national securities exchange is not considered to be a conflict ofinterest, nor is any other ownership if it is less than 5% of the employee’stotal assets of 10% of his or her net worth.)

 

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

 

JEI employees who choose towork at another job must not allow that employment to have any negative impacton their performance at JEI.

 

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 supplementary employment or activities that could causeembarrassment to, jeopardize the interest of, use proprietary information of,or interfere with the operations of JEI.

 

Disclosure must be made of allinvestments, including the ownership of stock traded on the national securitiesexchanges, which may be reasonably construed to create an actual or apparentconflict of interest.  A Conflict ofInterest Disclosure Form must be completed and returned to Human Resources atcommencement of employment, annually if you previously disclosed a conflict ofinterest, or if you have reason to believe your actual or proposed activity mayviolate this policy.

 

**ConfidentialInformation**

 

You must not disclose tradesecrets, customer lists, special methods of operation or any other informationthat is of value to our business.

 

Confidential Information isgenerally business or technical information not generally available to theemployee population as a whole or to third parties, and which may have beendeveloped or specifically acquired by JEI. It includes “market sensitive” material which could affect the decisionsof current or potential investors. Information from employee personnel records or customer records is alsoconfidential and protected by various privacy laws.  Such information should only be provided withappropriate management approval.

 

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**NoLoans to Executives**

 

Federal law prohibits JEI frommaking 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 a 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 Corporate ComplianceOfficer before arranging the transaction.

 

**EqualEmployment Opportunity**

 

The Company is dedicated to theprinciples of equal employment opportunity in any term, condition or privilegeof employment.  We do not discriminateagainst applicants or employees on the basis of age, race, sex, color,religion, national origin, disability, or any other status protected byapplicable federal, state or local law.

 

The Company will makereasonable accommodation for qualified individuals with know 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.

 

**Harassment-FreeWork Environment**

 

JEI is strongly committed tothe principle of fair employment, and as such it is our policy to provideemployees a work environment that is free from all forms of unlawfuldiscrimination, intimidation or harassment. In recognition of each person’s individual dignity, racial, ethnic,religious, sexual or any other harassment of our employees will not betolerated.  This includes inappropriateverbal or physical conduct or otherwise creating an intimidating, offensive,abusive or hostile work environment.  Ifyou have a question, concern or complaint of discrimination, includingharassment, based on race, color, sex, religion, age, national origin, handicapor disability, veteran status or other protected status, you are encouraged tobring the matter to the immediate attention of your supervisor.  If you feel uncomfortable discussing an issuewith your supervisor, or if you reasonably believe that your supervisor shouldnot be present during the first step of the resolution process, or that youcannot bring the matter to the attention of your supervisor or DepartmentDirector directly, contact your Human Resources representative or CorporateHuman Resources directly for assistance.

 

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**EmployeePrivacy**

 

The Company reserves the rightto retrieve and review any message or file composed, sent or received.  It should be noted that although a message orfile is deleted or erased, it still possible to recreate the message.  Therefore, ultimate privacy of messagescannot be assured to anyone.  Althoughelectronic mail and voice mail may allow the use of passwords for security,confidentiality cannot be guaranteed.  Itis possible for messages to be retrieved and viewed by someone other than theintended recipient.  Furthermore, allpasswords are known to the Company, as the system may need to be accessed bythe Company in the absence of an employee.

 

All messages created, sent, orretrieved over the Internet are the property of the Company and should beconsidered public information.  TheCompany reserves the right to access and monitor all messages and files on thecomputer system at any time.  Allcommunications can be disclosed to law enforcement officials or other thirdparties without prior consent of the sender or the receiver.

 

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 the previously identified communications access to itsemployees, the Company places certain restrictions on workplace use of thesame.

 

Employees are responsible forthe 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.

 

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

 

JEI employees may not engage inany scheme to defraud anyone out of money, property or honest services.  Any act of an employee that directly orindirectly involves theft, fraud, embezzlement, misappropriation or wrongfulconversion of any property, including that of JEI or any of its employees,suppliers or customers, is expressly prohibited.  No employee shall make any false written orverbal statement involving any JEI business or activity.

 

You may not accept personalcommissions, 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.

 

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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.

 

**Cooperationwith Independent Auditors**

 

JEI’s management is responsiblefor the accuracy and completeness of JEI’s financial statements.  JEI and the investing public rely upon theskill and integrity of JEI’s management and also on the report provided by ourindependent auditor on these financial statements.  Companies that do not provide accurate andcomplete financial information are often the subject of lawsuits and possiblecriminal probes.

 

The independent auditor’s reportis dependant upon a thorough understanding of JEI’s financial reporting systemand the information generated by it as well as the judgments and assumptions ofour management.  Accordingly, it iscritical that our independent auditors receive complete and truthfulinformation and otherwise the full cooperation of our employees.  JEI insists that those employees who provideinformation to JEI’s independent auditors do so in a way that is accurate andcomplete.  Federal law makes it a crimefor individuals to take any action designed to mislead or coerce the Company’sindependent accountants for the purpose of making the Company’s financialstatements materially misleading.

 

**Obstructionof Government Investigations**

 

JEI’s record retention policyprovides guidance concerning the period of time during which certaininformation must be maintained before it can be destroyed.  Most information obtained or created duringthe course of normal work can and should be destroyed if it no longer serves abusiness purpose.  Certain otherinformation is required to be maintained for a fixed period of time byregulatory agencies or for other reasons outlined in JEI’s records retentionpolicy.  Federal law makes it a crime forindividuals to conceal or destroy documents if it is done with the intent ofimpeding a federal investigation or in contemplation that there may be afederal investigation.  There are similarlaws in many states as well as similar laws, rules and regulations governingour various business activities.  Accordingly,if a government investigation is initiated or contemplated, all documentsrelevant to the subject matter of the investigation must be preserved.

 

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**ForeignTransactions**

 

JEI is committed to ethicalbusiness practices both at home and abroad. If you conduct business for JEI outside of the United States, you areexpected to comply with all applicable laws and regulations governing suchtransactions.

 

The Foreign Corrupt PracticesAct makes it a crime to directly or indirectly offer, promise to pay or paymoney 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 improperadvantage.  All JEI officers, employeesand agents must keep accurate and truthful records reflecting payments andtransactions for all foreign and domestic business activities.

 

Various federal laws governtrade 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 policy for JEI employees to cooperate in any way with boycotts betweenforeign countries not sanctioned by the United States.  Any written or oral requests for boycottsupport or boycott-related information should be immediately reported.

 

**Giftsand 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,refreshments or entertainment is proper and could not reasonably be construedin any way as an attempt to secure favorable treatment from you.  No gifts of money should ever beaccepted.  If you question theappropriateness of a gift, contact your Human Resources representative, or theCorporate Compliance Officer immediately as to the existence, nature and valueof the gift.  As a general guideline,employees should consult with such persons before accepting gifts which exceed$50 in value.  Employees are prohibitedfrom (a) taking for themselves personally opportunities that are discoveredthrough the use of corporate property, information or position; (b) usingcorporate property, information or position for personal gain; and (c)competing with the Company.

 

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**SafeguardingCompany Assets**

 

JEI is strictly accountable forany funds and property entrusted to its care. You are not to use, spend or dispose of Company funds, or property forpersonal use or benefit, or in a manner or for a cause that is unethical orillegal.

 

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 ofComputer Resources, Including Software Acquisition, Protection and Distribution**

 

Software, whether purchased orinternally developed, and the intellectual property rights represented bysoftware are valuable JEI assets and must be protected and managed incompliance with all software licensing requirements, restrictions andlaws.  Such licensing agreements mayprohibit copying or distributing such software for Company or personal use.

 

Use of the business tools,including without limitation the Internet, intranet or e-mail shall begenerally limited to business purposes. Any use should not interfere with work duties or violate Companypolicies, including policies relating to gambling, pornography, chain lettersand solicitation.

 

**Drug-FreeWorkplace**

 

It is the goal of the Companyto foster a work environment free from the behavior altering effects of illegaldrugs and alcoholic beverages.  Use ofalcohol and illegal drugs alter employees’ judgment resulting in increasedsafety 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.  Furthermore, the possession, purchase,consumption (use) or sale of a controlled substance or alcohol on Companypremises or while conducting Company business is prohibited.  Alcoholic beverages served in conjunctionwith an authorized Company event are an exception to this prohibition.

 

Employees shall, when drugs areprescribed by a medical professional, inquire of the prescribing professionalwhether the drug prescribed has any side effects which may impair the employee’sability to safely perform the employee’s job duties.  If the answer from the medical professional isyes, the employee shall obtain a statement

 

 

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from the medical professionalindicating any work restrictions and their duration.  The employee shall present that statement tohis 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 o inspection. Employees are expected to cooperate in any inspection.  Failure to do so will result in disciplinaryaction up to and including termination.

 

**Respondingto Inquiries from the Press and Others**

 

JEI has established policiesfor responding to inquiries from the press and from others legitimately seekinginformation about us.  It is importantthat employees not attempt to answer such inquiries unless authorized to doso.  Overall, our intention is tomaintain a spirit of cooperation while always acting in JEI’s best interest andin accordance with applicable law. Therefore, all inquires from the media, investors or the financialcommunity as well as any legal inquiries should be directed to the office ofthe President of Gaming Operations.

 

**Environment,Health and Safety**

 

It is the policy of JEI tomanage our business in an environmentally responsible manner and to comply withall 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 Corporate Compliance Officerany event you witness which may result in noncompliance of any environmentallaw or regulation.

 

It is also JEI’s policy toprovide 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.  Weapons of any type arenot permitted on JEI property, or while an employee is engaged in activities onbehalf of the Company.  All requests ofexceptions to this rule must be based on a valid JEI business need and with theprior written approval of the Corporate Compliance Officer.  Additionally, you are required to immediatelyreport any and all accidents, injuries, occupational illness, unsafe conditionsor practices to your supervisor.

 

**PoliticalActivity**

 

Participation in the Americanpolitical system is the right of every individual.  We encourage our employees, as responsiblecitizens, to support candidates and ballot

 

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measures of their choice at alllevels of government.  The policiesoutlined below are not intended to discourage employees from individualpolitical activity during their off-duty hours.

 

The Company shall comply withall election and campaign funding laws, requirements and prohibitions.  Under no circumstances may any funds orproperty of the Company be used, directly or indirectly, to support or assistthe candidacy of any person seeking elected office without the prior consent ofthe CEO or the President of Gaming Operations.

 

Under limited circumstancessome states permit corporations to make contributions to candidates, politicalparties and ballot issues; however, such contributions are limited and strictlycontrolled.   If made at all by JEI, suchcontributions will only be made by authorization of the CEO of JEI.

 

**Disciplineand Reporting**

 

Violation of JEI’s Code ofEthics and Business Conduct may result in disciplinary action, including butnot limited to, a warning, suspension or termination of employment.  Violations may include non-compliance withJEI policies, lack of supervision or diligence in enforcing Company policies,providing false or misleading information, as well as any retaliatory actions,direct or indirect, against an employee who reports a reasonably suspectedviolation of this Code or other misconduct.

 

Any infraction or potentialinfraction of this Code by any Officer or employee should be promptly reportedto your Department Director, your Human Resources representative, CorporateHuman Resources, or the Corporate Compliance Officer.  The Corporate Compliance Officer shall reportall such reported infractions and potential infractions to the Audit Committeeof the Board of Directors of JEI. There shall be no reprisals for reporting anactual or possible violation of this Code. The Audit Committee shall have the power and authority to monitorcompliance with the Code, investigate potential or alleged violations of theCode, make determinations (including acting on requests for waivers from theprovisions hereof) and make recommendations to the Board of Directors withrespect to penalties and consequences for violations of this Code.  The Board of Directors of the Company isauthorized to take appropriate disciplinary action, including dismissal of the offender(after opportunity to be heard) if the violation of this Code is serious anddetrimental to the Company.  Conflicts ofinterest shall be resolved in an ethical manner with due consideration beinggiven to the legitimate interests of the Company.

 

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**CorporateCompliance Officer**

 

The JEI Board of Directors hasapproved and directed that the Corporate Compliance Officer report to the AuditCommittee of the Board and further has directed the Corporate ComplianceOfficer to assist in implementing and supervising the Code throughout JEI.  In implementing the Code, the CorporateCompliance Officer will:

 

•                  Report to theAudit Committee of the Board of Directors as necessary or requested;

 

•                  Audit compliancewith the Code;

 

•                  Deal with legalcounsel and others in investigating suspected violations of the Code or thelaw;

 

•                  Reportviolations to appropriate governmental authorities;

 

•                  Establish andmonitor programs to train employees about the Code and other compliance andethics issues;

 

•                  Deal with issuessubmitted to him or her; and

 

•                  Oversee theupdating and supplementing of the Code.

 

 

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**JEI Compliance Program Organization Chart**

 

 

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