EMPLOYMENT AGREEMENT

         EMPLOYMENT  AGREEMENT,  effective  as of December 31, 1999 by and among
Casino    Resource    Corporation,     a    Minnesota    corporation    ("CRC"),
BounceBackMedia.com,  Inc., a Nevada  corporation and wholly owned subsidiary of
CRC (the  "Company"),  and Roger Birks,  an individual  residing in the State of
California (the "Executive").

         WHEREAS,  this  Agreement is entered into in connection  with, and as a
condition  precedent to, the purchase by the Company of substantially all of the
assets  of  Digital  Development  &  Distribution,  LLC,  a  California  limited
liability  company  wholly owned by Executive,  all as set forth in that certain
Asset  Purchase  Agreement  dated of even date  herewith  (the  "Asset  Purchase
Agreement");

         WHEREAS,  following such purchase,  the Company shall be engaged in the
design,  manufacture,  marketing  and  distribution  of  CD  cards  and  related
products; and

         WHEREAS,  the  Company  desires  to employ  Executive  on the terms and
subject to the conditions  set forth herein,  and Executive is willing to accept
such employment on such terms and conditions;

         NOW THEREFORE,  the parties,  intending to be legally  bound,  agree as
follows:

         1.  Position  and  Responsibilities.  On the terms and  subject  to the
conditions set forth in this  Agreement,  the Company shall employ  Executive to
serve as the Chief  Executive  Officer of the Company.  Executive shall perform,
and shall have the  requisite  authority  to  perform,  all  duties  customarily
attendant to such  position and shall use his best  efforts,  during  reasonable
business hours, to meet the business  requirements and goals set by the board of
directors  of the Company.  Executive  shall  perform the services  hereunder at
Company's  offices,  which  shall be located  in the  Silicon  Valley  region of
California,  and shall do such traveling as may be reasonably required of him in
the  performance  of his duties.  Executive  shall report to the chairman of the
board of directors of the Company.

         2. Term.  Executive shall be employed for a two-year term commencing on
the  effective  date  hereof  ("Commencement  Date"),  and  ending on the second
anniversary of the  Commencement  Date,  unless sooner  terminated in accordance
with the provisions of Section 5 below.

         3. Compensation.

              3.1 As compensation for Executive's  services rendered  hereunder,
Company  shall pay to  Executive  an annual base salary of one hundred  thousand
dollars  ($100,000)  payable in accordance  with the Company's  regular  payroll
practices  in effect  from time to time.  If at any time  hereafter  the Company
shall  adopt a bonus  program,  an option  program  or any other  form of equity
participation for senior executives of the Company,  Executive shall be eligible
to  participate in such program in a manner and capacity  commensurate  with his
position and duties.

              3.2  As  additional   consideration   for   Executive's   services
hereunder,  Executive  shall be entitled to the customary  fringe benefits which
are afforded  generally to executive  employees

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of the  Company.  Executive  shall also be entitled to  participate  in employee
benefit  plans now or hereafter  provided or made  available to employees of the
Company generally,  such as group medical,  life and disability  insurance,  and
pension plans.

              3.3  Executive  shall be entitled to vacation time and holidays as
are provided in general to executive employees of the Company.

              3.4 Upon such time that Executive establishes his residence in the
Silicon  Valley  region of  California  and for the  remaining  the term of this
Agreement,  the Company shall pay to Executive a living  allowance of $2,500 per
month.

              3.5 Each  payment  to  Executive  under  this  Agreement  shall be
reduced by any amounts  required  to be  withheld  by Company  from time to time
under applicable laws and regulations then in effect.

         4. Expenses. The Company shall reimburse Executive or otherwise provide
for or pay for all reasonable  expenses  incurred by Executive in furtherance of
or in  connection  with the business of the Company,  as  pre-authorized  by the
chairman of the board of  directors of the Company or  pre-approved  budget line
item.  Executive  agrees that he will furnish the Company with adequate  records
and other documents for the substantiation of each such business expense.

         5. Termination.

              5.1  Termination by the Company for Cause.  Company shall have the
right to terminate this Agreement "for cause" by giving Executive written notice
to  that  effect,   describing  in  reasonable   detail  the  reasons  for  such
termination.  For the  purpose of this  Agreement,  "for  cause"  shall mean (i)
commission  by  Executive  of a willful act of  dishonesty  in the course of his
duties  hereunder,  (ii)  conviction  of Executive of a felony or other  serious
crime, (iii) Executive's  continued,  habitual intoxication or performance under
the influence of controlled  substances  during working  hours;  (iv) any fraud,
embezzlement  or  misappropriation  by  Executive  of any of the  assets  of the
Company,  including the  Confidential  Information  (as defined  below);  or (v)
significant  failure by Executive to perform duties and  obligations  under this
Agreement  (except as a result of disability or death).  Termination "for cause"
shall be  effective  on the date  specified  in the notice given by the Company,
provided that no termination  hereunder  shall be effective  unless a reasonable
period (not to exceed 30 days)  following  receipt by  Executive  of such notice
shall  have  lapsed  and the  matters  which  constitute  or  give  rise to such
termination  shall not have been cured or eliminated by Executive.  In the event
of  termination  for cause,  the Company  shall  promptly pay to  Executive  all
amounts  earned  and  payable  as of  the  effective  date  of  termination  and
reimbursement  of any unpaid business  expenses  accrued through that date (upon
presentation of adequate  documentation),  and the Company shall have no further
obligation hereunder.

              5.2  Termination  by the  Company  in the event of  Disability  or
Death.  In the event that  Executive  is unable by reason of  physical or mental
disability  from  substantially  performing his duties  hereunder for either one
continuous  period of two  months or a total of four  months  out of any  twelve
consecutive months, the Company shall have the right to terminate this Agreement
by giving  Executive 30 days written  notice to that effect,  with the effective
date of such termination  being on the 30th day following receipt of such notice
by  Executive.  In the event of


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Executive's  death, the Company shall have the right to terminate this Agreement
effective  immediately as of the date of death.  In the event of termination for
disability  or  death,  the  Company  shall  promptly  pay to  Executive  or his
beneficiaries  all  amounts  earned  and  payable  as of the  effective  date of
termination and  reimbursement  of any unpaid business  expenses accrued through
that date (upon presentation of adequate  documentation),  and the Company shall
have no further obligation hereunder.

         5.3  Termination by the Company  without Cause.  The Company shall have
the right to terminate this Agreement for any reason effective upon the 60th day
following  delivery to Executive of notice of the Company's intent to terminate.
In the event the Company  terminates this Agreement  without cause,  the Company
shall pay to Executive, within 60 days of the effective date of termination, all
compensation  and other  benefits  payable to  Executive  under  Section 3 above
through  the  entire  remaining  term of this  Agreement,  and  shall  reimburse
Executive for any unpaid business expenses accrued through the effective date of
termination,  (upon  presentation  of adequate  documentation),  and the Company
shall have no further obligation hereunder.

         5.4 Termination by Executive for Good Reason.  Executive shall have the
right to  terminate  this  Agreement  for "good  reason,"  by giving the Company
written  notice to that effect  describing in reasonable  detail the reasons for
such  termination.  For the purpose of this  Agreement,  "for good reason" shall
mean (i)  failure  by the  Company  to pay any  compensation  by the  Company to
Executive  or  failure  to  perform  any other  material  obligation  under this
Agreement;  (ii) filing of any receivership or bankruptcy proceeding,  voluntary
or involuntary, the subject of which is the Company; (iii) material diminishment
or  alteration  of  Executive's  duties  so as to  be  inconsistent  Executive's
position,  authority or responsibilities as provided hereunder; (iv) Executive's
salary is  materially  diminished;  or (v) CRC fails to fund the Company  with a
minimum of  $100,000  in working  capital by  February  1, 2000 or a  cumulative
minimum of $500,000 in working  capital by December 31, 2000.  Termination  "for
good reason"  shall be  effective  on the date  specified in the notice given by
Executive,  provided that no termination  hereunder shall be effective  unless a
period of 30 days  following  receipt by the Company of such  notice  shall have
lapsed and the matters which constitute or give rise to such  termination  shall
not have  been  cured or  eliminated  by the  Company.  In the  event  Executive
terminates  this Agreement for good reason,  the Company shall pay to Executive,
within 60 days of the effective date of termination,  all compensation and other
benefits payable to Executive under Section 3 above through the entire remaining
term of this Agreement,  and shall  reimburse  Executive for any unpaid business
expenses accrued through the effective date of termination (upon presentation of
adequate  documentation),  and the  Company  shall  have no  further  obligation
hereunder.

         6. Confidential Information.

              6.1 Definition.  Executive hereby agrees and acknowledges that all
information and materials  directly relating to the business and finances of the
Company  (collectively,  the "Confidential  Information"),  in whatever form and
whether now existing or developed  or created  during the period of  Executive's
employment with the Company,  excepting  information and materials already known
or possessed  by  Executive as of the date hereof or obtained by Executive  from
general  or public  sources,  are  proprietary  to the  Company  and are  highly


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<PAGE>

confidential  in  nature.  The  Confidential  Information  includes,  but is not
limited  to,  (i)  marketing  and   development   plans,   forecasts,   forecast
assumptions,  forecast  volumes,  future plans and  potential  strategies of the
Company; (ii) cost objectives, pricing policies and procedures, quoting policies
and  procedures,   and  unpublished  price  lists;  (iii)  licensing   policies,
strategies  and  techniques;  (iv) customer  lists,  names of past,  present and
prospective  customers and their  representatives;  (v) data and other  business
information about or provided by past, present and prospective  customers;  (vi)
names of past, present and prospective vendors and their  representatives,  data
and  other  information  about or  provided  by past,  present  and  prospective
vendors; (vii) purchasing information,  orders, invoices,  billings, and payment
of  billings;  (viii)  types  of  products,  supplies,  materials  and  services
purchased,  leased,  licensed and/or sold by the Company; (ix) past, present and
future research and development arrangements;  (x) customer service information;
(xi)  information  pertaining to joint  ventures,  mergers and/or  acquisitions;
(xii) the Company's  personnel policies and procedures,  the Company's personnel
files, and the compensation of officers, directors and employees of the Company;
(xiii) all other confidential business records and trade secrets of the Company;
(xiv) any and all Confidential  Information not generally known to the public or
within the industries or trades in which the Company competes;  and (xv) any and
all information  and materials in the Company's  possession or under its control
from any other  person or entity  which the  Company  is  obligated  to treat as
confidential or proprietary.

              6.2  General  Skills  and   Knowledge.   The  general  skills  and
experience gained by Executive during  Executive's  employment with the Company,
and information  publicly  available or generally known within the industries or
trades  in  which  the  Company   competes,   is  not  considered   Confidential
Information.

              6.3  Executive's  Obligations  as  to  Confidential   Information.
Executive  shall not at any time before or after  termination  of his employment
hereunder  willfully use,  disclose or divulge any  Confidential  Information or
data to any person,  except (i) in connection  with the discharge of Executive's
duties hereunder;  (ii) with the prior written consent of the Company;  or (iii)
to the  extent  necessary  to comply  with law or the valid  order of a court of
competent  jurisdiction,  in which  event  Executive  shall  notify  Company  as
promptly as  practicable  (and, if possible,  prior to making such  disclosure).
Executive shall use his best efforts to prevent any such disclosure by others.

         7.  Covenants  not to  Compete or  Solicit.  In  consideration  for the
compensation  paid to Executive  pursuant to Section 3 above, and as a condition
to the  performance  by the  Company of all  obligations  under this  Agreement,
Executive  agrees that during the term of this  Agreement  and for the period of
two years following the date of termination of this  Agreement,  Executive shall
not (i) within the Territory  (as defined below in this Section 7),  directly or
indirectly  through any other  person,  firm or  corporation  compete with or be
engaged  in the  same  business  or  "participate  in"  any  other  business  or
organization  which during such period  competes  with or is engaged in the same
business as the Company;  (ii)  solicit (or attempt to solicit) the  employment,
consulting or other  services of any other  employee of the Company or otherwise
induce (or  attempt  to induce)  any of such  employees  to leave the  Company's
employment  or to breach  an  employment  agreement  or  understanding  with the
Company;  or (iii) solicit (or attempt to solicit)  business  patronage  from or
call on any existing or  prospective  customer of the Company or  interfere  (or
attempt to interfere) with any  relationship  between the Company

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<PAGE>
and any of its  existing  or  prospective  customers.  For the  purpose  of this
Section 7,  "existing  or  prospective  customers"  of the  Company  include all
customers (A) who have purchased, or have agreed to purchase,  goods or services
from  the  Company  at any  time  during  the two  years  prior  to the  date of
termination;  or (B) with  whom the  Company  has had  discussions  regarding  a
prospective  sale of goods and services by the Company.  For the purpose of this
Section 7, the term  "participate  in" shall mean:  directly or indirectly,  for
Executive's  own benefit or for,  with,  or through any other  person,  firm, or
corporation, own, manage, operate, control, loan money to, or participate in the
ownership, management,  operation, or control of, or be connected as a director,
officer,  employee,  partner,  consultant,  agent,  independent  contractor,  or
otherwise with, or acquiesce in the use of Executive's name. Notwithstanding the
foregoing,  it shall not be a breach  of the  provisions  of this  Section 7 if,
during or after the term of this Agreement,  Executive is a passive  investor in
any publicly held entity and Executive  owns 1% or less of the equity  interests
therein. For the purpose of this Section 7, the "Territory" means the geographic
territory  in which the Company has  customers  or sales during the term of this
Agreement.

              7.1  Restrictive  Covenants  Necessary and  Reasonable.  Executive
agrees that the  provisions of this Section 7 are  necessary  and  reasonable to
protect the Company in the conduct of its business. If any restriction contained
in this Section 7 shall be deemed to be invalid,  illegal,  or  unenforceable by
reason of the extent, duration or geographical scope thereof, or otherwise, then
the court making such determination  shall have the right to reduce such extent,
duration, geographical scope, or other provisions hereof and in its reduced form
such restriction shall then be enforceable in the manner contemplated hereby.

              7.2 Injunctive  Relief.  Executive,  recognizing  that irreparable
injury  shall  result to the Company in the event of  Executive 's breach of the
terms and conditions of this  Agreement,  agrees that in the event of his breach
or  threatened  breach,  the  Company  shall be entitled  to  injunctive  relief
restraining  Executive,  and any and all persons or entities  acting for or with
him, from such breach or threatened breach.  Nothing herein contained,  however,
shall be construed as  prohibiting  the Company from pursuing any other remedies
available to it by reason of such breach or threatened breach.

         8. Ideas and  Inventions.  Executive  agrees that all right,  title and
interest in or to any and all  Inventions  are the property of the Company.  For
the purposes of this  Agreement,  "Inventions"  shall mean all ideas,  concepts,
know-how, techniques, processes, methods, inventions, discoveries, developments,
innovations and improvements  (i) conceived or made by Executive,  whether alone
or with others, in the course of Executive's  employment by the Company, or (ii)
conceived or made by Executive,  whether alone or with others,  in the course of
Executive's employment, but which reach fruition within the period from the date
of termination of Executive's  employment through the second anniversary of such
date, and which either (A) involve or are reasonably  related to the business of
the Company or to the Company's actual or demonstrably  anticipated  research or
development; or (B) incorporate or are derived from, in whole or in part, any of
the  Confidential  Information.   Executive  agrees  to  promptly  disclose  all
Inventions to the Company, and to provide all assistance reasonably requested by
the Company in the  preservation of its interests in the Inventions,  such as by
executing documents,  testifying, etc. Executive agrees to execute,  acknowledge
and deliver any instruments  confirming the complete ownership by the Company of
such  Inventions.  Such  assistance  shall be provided at the Company's  expense
without any additional compensation to Executive.


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<PAGE>
         9. Issuance of Options.

              9.1 Issuance.  For the purpose of inducing Executive to enter into
this Agreement and the Asset Purchase Agreement,  CRC agrees to issue options to
purchase an  aggregate  of  1,000,000  shares of CRC common stock at an exercise
price of seventeen cents per share (the "Options").  The Options shall be issued
to such  employees of the Company as determined  by Executive,  provided that no
more than 820,000 of the Options shall be issued to Executive. The Options shall
vest and become  exercisable  as  follows:  (i) if, as of  January 1, 2001,  the
Company  had  revenues  for the  year  ending  December  31,  2000  of at  least
$2,000,000, then one-third (and only one-third) of the outstanding Options shall
immediately vest and become exercisable; and (ii) if, as of January 1, 2002, the
Company had cumulative revenues for the two years ending December 31, 2001 of at
least  $4,000,000,  then an  additional  one-third  (and only  one-third) of the
outstanding   Options   shall   immediately   vest   and   become   exercisable.
Notwithstanding  anything  herein to the  contrary,  all unvested  Options shall
immediately vest and become  exercisable in the event that the Company achieves,
at any  time  prior  to  December  31,  2002,  cumulative  revenues  of at least
$8,000,000.  Notwithstanding  anything  herein  to the  contrary,  (A)  upon the
termination  of this Agreement due to Executive's  death,  all unvested  Options
held by Executive  (but not any other holder of the Options)  shall  immediately
vest and become  exercisable;  and (B) upon the  termination  of this  Agreement
under Section 5.3 or Section 5.4 above,  the unvested  Options held by Executive
shall vest and become  exercisable (if at all) in accordance with the provisions
set forth above in this Section  9.1.  Except as  expressly  provided  otherwise
herein,  any unvested  Options shall be  terminated  and canceled upon such time
that the employee to whom such Options were issued  ceases to be employed by the
Company.  The Options shall be evidenced by separate Option Issuance Agreements,
in the form adopted for such purpose by the Company's board of directors,  which
shall be executed and delivered by the Company as soon as practicable  following
the date hereof.

              9.2  Registration  Rights.  Within six months  following the first
date on which any of the Options shall vest and become exercisable in accordance
with  Section 9.1 above,  CRC shall,  at its own  expense,  file a  registration
statement  with the  Securities  and  Exchange  Commission  (the  "SEC") for the
purpose of registering  under the Securties Act of 1933 all of the shares of CRC
common stock  underlying the vested and unvested  Options (the "Option  Shares")
and  shall use its best  efforts  to cause  such  registration  statement  to be
declared  effective by the SEC.  CRC's  obligation to register the Option Shares
shall be subject to (i) a pending material financing, acquisition or disposition
transaction  by CRC  and  (ii)  any  such  reasonable  requirements  that  CRC's
underwriter  may  make  in  connection  with  a  public  offering  by  CRC.  The
registration  rights described in this Section 9.2 shall be more fully set forth
in separate Registration Rights Agreements, in the form adopted for such purpose
by the Company's  board of  directors,  which shall be executed and delivered by
the Company as soon as practicable following the date hereof.

         10. CRC  Guarantee.  CRC hereby  guarantees  the Company's  performance
pursuant to this Agreement.


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<PAGE>
         11. Miscellaneous.

              11.1  Amendments.  No amendment or  modification of this Agreement
shall be valid or binding unless made in writing and signed by the party against
whom enforcement thereof is sought.

              11.2  Notices.  Any and all  notices,  demands,  requests or other
communication required or permitted by this Agreement or by law to be served on,
given to, or delivered to any party hereto by any other party to this  Agreement
shall be in writing and shall be deemed duly served,  given,  or delivered  when
personally  delivered to the party to be notified,  or in lieu of such  personal
delivery, when confirmed as received if delivered by United States registered or
certified  mail,  return  receipt  requested,  or when  confirmed as received if
delivered by a nationally-recognized overnight courier service, addressed to the
to the party to be notified,  at the  addresses  set forth below.  Either of the
parties hereto may at any time and from time to time change the address to which
notice  shall be sent  hereunder  by notice to the other  party given under this
Section.

          If to Executive to:       Mr. Roger Birks
                                    8139 North Orchard
                                    Fresno, CA 93720

          With a copy to:           A. Emory Wishon III, Esq.
                                    Motschiedler, Michaelides & Wishon LLP
                                    1690 West Shaw Avenue, Suite 200
                                    Fresno, CA 93711

          If to the Company or
          CRC to:                   707 Bienville Blvd.
                                    Ocean Springs, MS 39564

          With a copy to :          Robert P. Krauss, Esquire
                                    Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                    1735 Market Street
                                    Philadelphia, PA 19103-7598

              11.3  Enforceability.  If any provision of this Agreement shall be
invalid or  unenforceable,  in whole or in part,  then such  provision  shall be
deemed to be modified or restricted to the extent and in the manner necessary to
render  the same valid and  enforceable,  or shall be deemed  excised  from this
Agreement,  as the case may require,  and this Agreement  shall be construed and
enforced to the maximum  extent  permitted by law, as if such provision had been
originally  incorporated  herein as so  modified  or  restricted,  or as if such
provision had not been originally incorporated herein, as the case may be.

              11.4 Waivers. No waiver of any default or breach of this Agreement
shall be deemed a continuing waiver or a waiver of any other breach or default.

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<PAGE>

              11.5  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance  with the laws of the State of Nevada  without regard to
principles of conflicts of law.

              11.6  Assignment.  Executive may not assign any rights (other than
the right to receive  income  hereunder and upon death to his estate) under this
Agreement  without  the prior  written  consent of Company.  If Company,  or any
entity  resulting  from any merger or  consolidation  with or into  Company,  is
merged with or  consolidated  into or with any other entity or  entities,  or if
substantially all of the assets of any of the aforementioned entities is sold or
otherwise  transferred to another entity, the provisions of this Agreement shall
be binding upon and shall inure to the benefit of the  continuing  entity in, or
the entity resulting from, such merger or consolidation,  or the entity to which
such assets are sold or transferred.

              11.7 Entire  Agreement.  This Agreement  constitutes  the sole and
only agreement of the parties hereto  respecting the subject matter hereof.  Any
prior agreements,  promises,  negotiations,  or  representations  concerning its
subject  matter not  expressly set forth in this  Agreement,  are of no force or
effect.



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<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Employment
Agreement to be duly executed as of the day and year first above written.


         BounceBackMedia.com, Inc.                   Executive

         by:      __________________________         __________________________
                  John J. Pilger, President                   Roger Birks


         Casino Resource Corporation

         by:      __________________________
                  John J. Pilger, President





















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