AGREEMENT TO AMEND AND RESTATE DEBENTURE



                  THIS AGREEMENT TO AMEND AND RESTATE  DEBENTURE is entered into
as  of  the  31st  day  of  December,  1999,  by  and  between  CASINO  RESOURCE
CORPORATION,  a Minnesota corporation (the "Company"),  and ROY ANDERSON HOLDING
CORP., a Delaware corporation (the "Holder").



                                   BACKGROUND:

                  WHEREAS, the Company is the obligor under that certain Amended
and Restated  Debenture dated as of February 1, 1999 (the "Existing  Debenture")
in favor of Holder in the  principal  amount of One Million Five Hundred  Thirty
Thousand Dollars ($1,530,000);

                  WHEREAS,  the  parties  have agreed to modify the terms of the
Existing Debenture in certain respects, including, without limitation, to divide
the current balance due on the Existing Debenture into two separate  debentures,
one of which  will be in the form of Exhibit  "A"  attached  hereto  ("Debenture
Number One") and one of which will be in the form of Exhibit "B" attached hereto
("Debenture Number Two");

                  WHEREAS,  this  Agreement  will have the  effect,  among other
things,  of (a)  extending  the maturity date of a portion of the balance of the
Existing  Debenture to December 31,  2002,  (b)  providing  that  principal  and
interest  will no longer be able to be paid (in part) in the common stock of the
Company,  (c) modifying the  acceleration and prepayment  obligations  under the
Existing  Debenture,  and (d)  making  certain  other  changes  to the  Existing
Debenture; and

                  WHEREAS,  in  consideration  of the  changes,  the  Company is
willing  to grant to  Holder  an  option  to  purchase  Three  Hundred  Thousand
(300,000) shares of the common stock of the Company.

                  NOW  THEREFORE,   for  and  in  consideration  of  the  mutual
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  and intending to be
legally bound, the Company and the Holder hereby agree as follows:

                  1. Agreement to Amend and Restate.  The Company and the Holder
hereby  agree to amend  and  restate  the  Existing  Debenture  on the terms and
subject to the conditions set forth in this Agreement.

                  2. Representations and Warranties of Holder. Holder represents
and warrants to the Company that:





                      (a) It is the holder and owner of the Existing  Debenture,
free  and  clear  of  all  liens,  security  interests,   pledges,  claims,  and
encumbrances of every kind, nature, and


<PAGE>

description,  and it has not assigned,  endorsed,  or otherwise  transferred the
Existing Debenture, or any part thereof or interest therein, to any other person
or entity;

                      (b)  Holder  is  a  corporation  duly  organized,  validly
existing and in good standing under the laws of Delaware,  and has all requisite
corporate  power and authority to execute this Agreement and all  instruments to
be  delivered  by it  hereunder  and to perform its  obligations  hereunder  and
thereunder;

                      (c) The execution  and delivery of this  Agreement and the
instruments  to be  delivered  by  Holder  hereunder,  the  consummation  of the
transactions  provided for herein or therein,  and the  fulfillment of the terms
hereof or thereof by Holder, will not result in a breach of any of the terms and
provisions of or constitute a default under,  or conflict with, any agreement or
other instrument by which it is bound, any judgment,  decree, order, or award of
any court,  governmental body or arbitrator  applicable to it, or any applicable
law, rule, or regulation;

                      (d) This  Agreement has been,  and all  instruments  to be
delivered  by  Holder  hereunder  will  be,  executed  and  delivered  by a duly
authorized  representative  of  Holder;  this  Agreement  constitutes,  and each
instrument to be delivered by Holder  hereunder will upon execution  constitute,
the valid and binding obligation of Holder and is or will be enforceable against
it in accordance with its terms; and

                      (e)  The  remaining  balance  of the  Existing  Debenture,
including  all  accrued  interest to the date of this  Agreement  is One Million
Twenty Eight  Thousand Five Hundred Fifty -Three Dollars and  Forty-Three  Cents
($1,028,553.43).

                  3.  Representations and Warranties of the Company. The Company
represents and warrants to the Holder that:

                      (a) The Company is a corporation  duly organized,  validly
existing and in good standing under the laws of Minnesota, and has all requisite
corporate  power and authority to execute this Agreement and all  instruments to
be  delivered  by it  hereunder  and to perform its  obligations  hereunder  and
thereunder;

                      (b) The execution  and delivery of this  Agreement and the
instruments to be delivered by the Company  hereunder,  the  consummation of the
transactions  provided for herein or therein,  and the  fulfillment of the terms
hereof or  thereof  by the  Company,  will not  result in a breach of any of the
terms and  provisions of or constitute a default  under,  or conflict  with, any
agreement or other instrument by which it is bound, any judgment, decree, order,
or award of any court,  governmental body or arbitrator applicable to it, or any
applicable law, rule, or regulation;



                      (c) This  Agreement has been,  and all  instruments  to be
delivered by the Company  hereunder  will be,  executed and  delivered by a duly
authorized  representative of the Company; this Agreement constitutes,  and each
instrument  to be  delivered  by  the  Company

                                       2
<PAGE>

hereunder will upon execution  constitute,  the valid and binding  obligation of
the  Company and is or will be  enforceable  against it in  accordance  with its
terms;

                      (d)  The  remaining  balance  of the  Existing  Debenture,
including  all accrued  interest to the date of this  Agreement,  is One Million
Twenty Eight  Thousand Five Hundred Fifty -Three Dollars and  Forty-Three  Cents
($1,028,553.43); and

                      (e)  Between  February  1, 1999 and the date  hereof,  the
Company has fully performed all of its obligations under the Existing Debenture.

                  4. Conditions  Precedent to Holder's  Obligation to Close. The
following  shall be  conditions  precedent to the  obligation of Holder to close
hereunder, any of which may be waived in whole or in part by Holder:

                      (a) Each of the representations and warranties made by the
Company  contained in this  Agreement is now, and at all times after the date of
this  Agreement to and including  the Closing Date (as defined  below) shall be,
true and correct in all material respects; and

                      (b) John J. Pilger shall have  purchased  from Holder,  or
shall   purchase  from  Holder   contemporaneously   with  the  closing  of  the
transactions contemplated by this Agreement, Nine Hundred Fifty-Two Thousand Two
Hundred Fifty (952,250) shares of the Common Stock of the Company for a purchase
price of Ten Cents ($0.10) per share pursuant to the terms of that certain Stock
Purchase Agreement of even date between Holder and Mr. Pilger.

                  5. Condition Precedent to Company's  Obligations to Close. The
following  shall be a condition  precedent to the  obligation  of the Company to
close hereunder,  which may be waived, in whole or in part, by the Company: each
of the  representations  and warranties of Holder contained in this Agreement is
now,  and at all times after the date of this  Agreement  to and  including  the
Closing Date shall be, true and correct in all material respects.

                  6. Closing:

                      (a) Closing Date. The Closing of the transactions provided
for in this  Agreement  shall take place at such location (or by the exchange of
documentation by courier) and on such date (as promptly after the date hereof as
possible) as shall be agreed upon  between the  President of the Company and the
President  of the  Holder.  The date and time of Closing is  referred to in this
Agreement as the Closing Date.

                      (b) Deliveries by the Company at Closing. At closing,  the
Company  shall  deliver  or  cause to be  delivered  to the  Holder  each of the
following:

                         (i) A one-time  cash payment by cashiers'  check in the
amount of One Hundred Thirty-Two  Thousand Nine Hundred  Seventy-Six Dollars and
Ninety-Two Cents ($132,976.92);


                                       3
<PAGE>

                         (ii) Debenture Number One executed by the Company;

                         (iii) Debenture Number Two executed by the Company;

                         (iv) A Stock Option Agreement substantially in the form
of Exhibit "C" attached hereto executed by the Company;

                         (v) That  certain  Amendment to Escrow  Agreement  with
respect to that  certain  Escrow  Agreement  dated as of February 1, 1999 by and
among the Company,  the Holder and Mesirov Gelman Jaffe Cramer & Jamieson,  LLP,
as Escrow  Agent,  substantially  in the form of Exhibit  "D"  attached  hereto,
executed by the Company and the Escrow Agent; and

                         (vi)  That  certain  Pledge  Agreement  in the  form of
Exhibit "E" attached hereto executed by the Company.

                      (c)  Deliveries by Holder at the Closing.  At the Closing,
Holder  shall  deliver  or  cause to be  delivered  to the  Company  each of the
following documents:

                         (i) The Existing Debenture marked "CANCELED";

                         (ii) That certain  Amendment to Escrow  Agreement  with
respect to that  certain  Escrow  Agreement  dated as of February 1, 1999 by and
among the Company,  the Holder and Mesirov Gelman Jaffe Cramer & Jamieson,  LLP,
as Escrow  Agent,  substantially  in the form of Exhibit  "D"  attached  hereto,
executed by Holder; and

                         (iii)  That  certain  Pledge  Agreement  in the form of
Exhibit "E" attached hereto executed by the Holder.

                  7.  Further  Assurances.  The Company and the Holder  agree to
execute  and  deliver  all such  other  instruments  and to take all such  other
actions as either of them may  reasonably  request from time to time,  before or
after the  Closing  and without  payment of further  consideration,  in order to
effectuate the  transactions  provided for herein.  The parties shall  cooperate
fully with one another and with their  respective  counsel  and  accountants  in
connection  with any  steps  required  to be  taken as part of their  respective
obligations under this Agreement.

                  8. Miscellaneous.

                      (a) Indulgences, Etc. Neither the failure nor any delay on
the part of either party to exercise any right, remedy, power or privilege under
this  Agreement  shall  operate  as a waiver  thereof,  nor shall any  single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.


                                       4
<PAGE>
                      (b)  Controlling  Law.  This  Agreement  and all questions
relating  to  its  validity,   interpretation,   performance   and   enforcement
(including,  without limitation,  provisions concerning limitations of actions),
shall be governed by and construed in  accordance  with the laws of the State of
Mississippi,  notwithstanding any conflict-of-laws doctrines of any jurisdiction
to the  contrary,  and  without  the  aid of any  canon,  custom  or rule of law
requiring construction against the draftsman.

                      (c)  Notices.  All  notices,  requests,  demands and other
communications  required or permitted  under this Agreement  shall be in writing
and  shall be  deemed  to have been  duly  given,  made and  received  only when
delivered (personally, by telecopy, by courier service such as FedEx or by other
messenger)  against  receipt or upon actual  receipt of  registered or certified
mail, postage prepaid, return receipt requested, addressed as set forth below:

                         (i) If to Holder:

                                Roy Anderson Holding Corp.
                                11400 Reichold Road
                                Gulfport, MS  39503
                                Attention:  Roy Anderson, III

                                with a copy, given in the manner
                                prescribed above, to:

                                Kenneth J. Najder, Esquire
                                Jones Walker Waechter Poitevent
                                 Carrere & Denegre, LLP
                                Bank One Center
                                201 St. Charles Avenue
                                New Orleans, LA 70170-5100

                         (ii) If to the Company:

                                Casino Resource Corporation
                                707 Beinville Boulevard
                                Ocean Springs, MS  39564
                                Attention:  John J. Pilger, President

                                with a copy, given in the manner
                                prescribed above, to:





                                Steven B. King, Esquire
                                Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                1735 Market Street
                                Philadelphia, PA  19103



                                       5
<PAGE>
Either party may alter the address to which  communications  or copies are to be
sent by  giving  notice  of such  change  of  address  in  conformity  with  the
provisions of this subparagraph for the giving of notice.

                      (d)  Exhibits.  All  Exhibits  attached  hereto are hereby
incorporated by reference into, and made a part of, this Agreement.

                      (e)  Binding  Nature of  Agreement;  No  Assignment.  This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and assigns,  except that no party may assign or
transfer its rights nor delegate its  obligations  under this Agreement  without
the prior written consent of the other parties hereto.

                      (f)  Execution  in  Counterparts.  This  Agreement  may be
executed in any number of  counterparts,  each of which shall be deemed to be an
original as against any party whose signature appears thereon,  and all of which
shall together  constitute  one and the same  instrument.  This Agreement  shall
become  binding  when one or more  counterparts  hereof,  individually  or taken
together,  shall bear the signatures of all of the parties  reflected  hereon as
the signatories.

                      (g) Provisions Separable. The provisions of this Agreement
are  independent  of and separable  from each other,  and no provision  shall be
affected or rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or  unenforceable  in whole or
in part.

                      (h) Entire Agreement.  This Agreement  contains the entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,   and   supersedes   all  prior  and   contemporaneous   agreements  and
understandings,  inducements or conditions, express or implied, oral or written,
except as herein  contained.  The express terms hereof control and supersede any
course of  performance  and/or usage of the trade  inconsistent  with any of the
terms  hereof.  This  Agreement  may not be modified or amended other than by an
agreement in writing.

                      (i) Paragraph  Headings.  The  Paragraph and  subparagraph
headings in this Agreement have been inserted for convenience of reference only;
they form no part of this Agreement and shall not affect its interpretation.

                      (j) Gender,  Etc.  Words used  herein,  regardless  of the
number and gender  specifically  used,  shall be deemed and construed to include
any other number, singular or plural, and any other gender, masculine,  feminine
or neuter, as the context indicates is appropriate.

                      (k) Number of Days.  In  computing  the number of days for
purposes  of this  Agreement,  all days shall be counted,  including  Saturdays,
Sundays  and  Holidays;  provided,  however,  that if the  final day of any time
period  falls on a  Saturday,  Sunday  or  Holiday,  then the final day shall be
deemed  to be the next day  which is not a  Saturday,  Sunday  or  Holiday.  For
purposes of this  Agreement,  the term "Holiday"  shall mean a day, other than a
Saturday or Sunday,  on which  national  banks in the State of  Mississippi  are
closed.


                                       6
<PAGE>

                  IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  and
delivered this Agreement as of the date first above written.



                         CASINO RESOURCE CORPORATION

                         By:
                                  Name: John J. Pilger
                                  Title: Chief Executive Officer


                         ROY ANDERSON HOLDING CORP.


                         By:
                                  Name: Roy Anderson, III
                                  Title: President, Chief Executive Officer and
                                  Treasurer






                                       7
<PAGE>


                                    EXHIBIT A

                              Debenture Number One


<PAGE>

                              DEBENTURE NUMBER ONE
                           (CASH COMPONENT DEBENTURE)



$342,655.48                                                    December 31, 1999

PROMISE TO PAY.  CASINO  RESOURCE  CORPORATION,  a  Minnesota  corporation  (the
"Company"),  promises  to pay to the  order of Roy  Anderson  Holding  Corp.,  a
Delaware  corporation  (the  "Holder"),  Three  Hundred  Forty-Two  Thousand Six
Hundred  Fifty Five and  48/100  Dollars  ($342,655.48),  together  with  simple
interest at the fixed rate per annum of six percent (6%),  with  interest  being
assessed on the unpaid  principal  balance of this Debenture as outstanding from
time to time, commencing on January 1, 2000, and continuing until this Debenture
is paid in full.

PAYMENT.

     (a) The Company shall pay, in lawful money of the United States of America,
principal  and  interest on this  Debenture  in equal  monthly  installments  of
Forty-Four  Thousand Two Hundred  Thirty Eight Dollars  ($44,238)  each (each an
"Installment Payment"), commencing on April 1, 2000, and continuing on the first
day of each  succeeding  month through and including  October 1, 2000 (each such
payment date being referred to herein as a "Payment  Date").  Any and all unpaid
principal  and accrued but unpaid  interest and any other  amounts due hereunder
shall be due and payable at maturity on November 1, 2000.

     (b) All payments due  hereunder  shall be made to the Holder's  address for
notices set forth below or at such other  place as the Holder may  designate  to
the Company in writing.

VOLUNTARY  PREPAYMENT.  The Company may prepay this Debenture in full or in part
at any time,  provided  that any such  prepayment  must be made in cash,  unless
otherwise agreed to by the Holder. Early payments under this Debenture shall not
relieve the Company of its  obligation to continue to make  regularly  scheduled
payments as required herein, but shall instead reduce the principal balance due,
and the Company may be required to make fewer payments under this Debenture.

MANDATORY PREPAYMENT.

     (a) Upon the sale of the Company's casino located in Tunisia,  North Africa
(whether by the sale of stock or assets,  by merger or  otherwise),  if the down
payment (if any) of the  purchase  price plus all Balloon  Payments  (as defined
below)  together  exceed Three Hundred  Thousand  Dollars  ($300,000),  then the
Company  shall  pay the  Holder a sum  equal to such down  payment  and  Balloon
Payments or the remaining balance due hereunder  (including  principal,  accrued
interest and any other amounts due  hereunder),  whichever is less. In addition,
if such casino is sold for a cash sale price,  the Company  shall pay the Holder
such cash sale price or the remaining balance due hereunder,  whichever is less.
Such repayment shall be made in cash promptly upon satisfaction of the foregoing
condition.  For purposes of this Debenture, the term "Balloon Payment" means (i)
a payment  that is at least twice the amount due on a monthly or other  periodic
basis, and (ii) any final payment due.


<PAGE>

     (b) In the event that the Company receives any one time payment arising out
of (i) a sale or other  disposition  of  assets,  (ii) a  settlement  of pending
claims, (iii) a collection of notes receivable; (iv) proceeds of litigation, (v)
prepayment of any account receivable that arose out of a transaction  outside of
the Company's ordinary course of business or (vi) a sale of equity securities to
more than one purchaser in exchange for cash (each an "Extraordinary  Payment"),
and the  amount  of such  Extraordinary  Payment  exceeds  the then  outstanding
principal balance of this Debenture, then the Company shall repay this Debenture
in  full  in  cash  within  five  (5)  business   days  after  receipt  of  such
Extraordinary  Payment.  In the event that the Company receives an Extraordinary
Payment in an amount which is less than the then outstanding  principal  balance
of this  Debenture,  then the Company  shall pay the Holder a sum equal to Fifty
Percent  (50%) of the amount of such  Extraordinary  Payment in cash within five
(5) business  days after  receipt of such  Extraordinary  Payment;  such payment
shall be  applied  by the Holder to  payment  of the  Installment  Payments  due
hereunder in the inverse order of their  maturity.  Nothing in this Debenture is
intended to create,  nor shall it be deemed to create,  a security  interest in,
lien on, or pledge  or  assignment  of any of the  Company's  notes or  accounts
receivable.

     (c) From the date of this Debenture through the date this Debenture is paid
in full,  the  Company  shall  furnish  to the  Holder no later  than the second
business  day after the  receipt by the  Company of an  Extraordinary  Payment a
certificate signed by the Chief Financial Officer of the Company identifying the
nature,  source and amount of such  Extraordinary  Payment and  calculating  the
amount of prepayment  required to be made under the terms of the section of this
Debenture entitled "Mandatory Prepayment."

REPRESENTATIONS  AND  WARRANTIES.  The Company  represents  and  warrants to the
Holder as of the date of this Debenture:

     (a)  Organization.  The Company is a corporation  which is duly  organized,
validly existing and in good standing under the laws of the State of Minnesota.

     (b)  Authorization.  The Company's  execution,  delivery and performance of
this Debenture has been duly authorized and does not conflict with, and will not
result in a  violation  of, or  constitute  or give rise to an event of  default
under,  the Company's  articles of  incorporation  or bylaws.  Furthermore,  the
execution,  delivery and  performance  by the Company of this Debenture does not
conflict with, and will not result in a violation of, or constitute or give rise
to an event of default  under,  any agreement or other  instrument  which may be
binding upon the Company or under any law or  governmental  regulation  or court
decree or order applicable to the Company and/or its properties. The Company has
the  power  and  authority  to enter  into  the  obligations  evidenced  by this
Debenture. The Company has the power and authority to own and to hold all of its
assets and properties and to carry on its business as presently conducted.

     (c) Exchange Act  Reports.  The Company has duly filed with the  Securities
and Exchange Commission (the "SEC") all reports,  schedules,  forms,  statements
and other documents required to be filed by it under the Securities Exchange Act
of 1934 ("Exchange Act Reports")  since January 1, 1998. As of their  respective
dates,  all such  Exchange  Act  Reports  filed by the  Company  since such date
complied  in all  material  respects  with the  requirements  of the  Securities
Exchange  Act of 1934  and the  rules  and  regulations  of the SEC  promulgated
thereunder  applicable to such  Exchange Act Reports,  and none of such Exchange
Act Reports


                                       2
<PAGE>

contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

     (d) Binding effect. This Debenture constitutes the legal, valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms,  except  that such  enforceability  may be limited by (i)  applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors'  rights  generally and (ii) equitable  principles  that may limit the
availability  of certain  equitable  remedies (such as specific  performance) in
certain instances.

The Company agrees that the foregoing  representations  and warranties  shall be
continuing  in nature and shall  remain in full force and effect until such time
as this Debenture shall be paid in full. The Company agrees to notify the Holder
immediately  of any breach by the  Company of any  representation,  warranty  or
agreement of the Company contained herein or should any representation, warranty
or agreement made herein become untrue or false at any time. The Company further
agrees to  indemnify  and hold the  Holder  harmless  against  any breach by the
Company of any representation, warranty or agreement of the Company contained in
this Debenture.

NEGATIVE PLEDGE. As long as the Company owns its gaming casino in Tunisia, North
Africa, the Company shall not create, incur or suffer to exist any lien, pledge,
security interest or other encumbrance of any kind upon any of the slot machines
now or hereafter located at such casino (the "Pledge  Property") and the Company
shall  not  remove  any of the  Pledge  Property  from the  Company's  casino in
Tunisia,  North Africa  without first  notifying  the Holder  thereof and of the
location to which such  Pledge  Property  will be  removed.  Except for sales or
other dispositions of obsolete or worn-out items comprising the Pledge Property,
the Company  will not sell or  otherwise  dispose of any of the Pledge  Property
without making the prepayment required under subsection (a) of the section above
entitled "Mandatory Prepayment".

MERGER.  Notwithstanding any provision herein to the contrary, the Company shall
not  consolidate  or merge  into or with any other  person  unless  such  person
expressly assumes all of the obligations of the Company under this Debenture.

DEFAULT.  The following  actions and/or  inactions  shall  constitute  events of
default under this Debenture:

     (a)  Default  Under This  Debenture.  Should the Company (i) default in the
payment of any  Installment  Payment  when due or within  five (5) days of grace
thereafter,  (ii)  default in the  payment of any other  payment  due under this
Debenture (including any prepayment required to be made under this Debenture) as
and  when  due or  (iii)  default  in the  performance  of any  other  covenant,
condition or agreement contained in this Debenture and such default shall remain
unremedied fifteen (15) days after the occurrence thereof.

     (b) Default Under Related Obligations. Should the Company default under any
other written obligation between the Company and the Holder.



                                       3
<PAGE>
     (c) Default in Favor of Third Parties. Should the Company default under any
loan,  extension of credit,  security agreement,  purchase or sales agreement or
any other  agreement  in favor of any other  creditor or person that  materially
impairs the ability of the Company to perform its obligations hereunder.

     (d)  Insolvency.  Should the  suspension,  failure or  insolvency,  however
evidenced, of the Company occur or exist.

     (e)  Readjustment of Indebtedness.  Should  proceedings for readjustment of
indebtedness,  reorganization,  bankruptcy,  composition or extension  under any
insolvency law be brought by or against the Company,  unless, if brought against
the Company,  such  proceedings  are dismissed  within sixty (60) days after the
filing thereof.

     (f)  Assignment   for  Benefit  of  Creditors.   Should  the  Company  file
proceedings  for a respite from or make a general  assignment for the benefit of
creditors.

     (g)  Receivership.  Should a receiver of all or any part of the property of
the Company be applied for or appointed.

     (h)  Dissolution  Proceedings.  Should  proceedings  for the dissolution or
appointment of a liquidator of the Company be commenced.

     (i) False  Statements.  Should any  representation,  warranty  or  material
statement  of the Company  made in writing in  connection  with the  obligations
evidenced by this Debenture  prove to be incorrect or misleading in any material
respect when made.

HOLDER'S RIGHTS UPON DEFAULT.  Should any one or more events of default occur or
exist under this Debenture as provided  above,  the Holder shall have the right,
at its sole option,  formally to declare this  Debenture to be in default and to
accelerate the maturity and insist upon immediate payment in full in cash of the
unpaid  principal  balance then outstanding  under this Debenture,  plus accrued
interest,  together with reasonable  attorneys' fees, costs,  expenses and other
fees and charges as provided herein.

WAIVERS. The Company hereby waives presentment for payment,  protest,  notice of
protest  and  notice  of  nonpayment.  The  Company  agrees  that  the  Holder's
acceptance of payment other than in accordance with the terms of this Debenture,
or the Holder's  subsequent  agreement to extend or modify such repayment terms,
or the Holder's failure or delay in exercising any rights or remedies granted to
the  Holder,  shall  not have the  effect  of  releasing  the  Company  from its
obligations to the Holder. In addition,  any failure or delay on the part of the
Holder to exercise  any of the rights and  remedies  granted to the Holder shall
not have the effect of waiving  any of the  Holder's  rights and  remedies.  Any
partial  exercise  of any rights  and/or  remedies  granted to the Holder  shall
furthermore  not be construed as a waiver of any other rights and  remedies,  it
being the Company's  intent and agreement that the Holder's  rights and remedies
shall be cumulative in nature. The Company further agrees that, should any event
of default occur or exist under this Debenture, any waiver or forbearance on the
part of the Holder to pursue the rights  and  remedies  available  to the Holder
shall be binding upon the Holder only to the extent that the Holder specifically
agrees to any such waiver or forbearance in writing.  A waiver or

                                       4
<PAGE>

forbearance  on the part of the Holder as to one event of  default  shall not be
construed as a waiver or forbearance as to any other event of default.

ATTORNEYS'  FEES.  If the  Holder  refers  this  Debenture  to an  attorney  for
collection,  or files suit against the Company to collect this Debenture,  or if
the Company  files for  bankruptcy or other relief from  creditors,  the Company
agrees to pay the Holder's  reasonable  attorneys'  fees in connection with such
action.

NOTICES. Any notice or demand which, by provision of this Debenture, is required
or  permitted  to be served by one party  hereto to or on the other party hereto
shall be deemed to have been sufficiently  given and served for all purposes (if
mailed) three (3) calendar days after being deposited,  postage prepaid,  in the
United States mail,  registered  or certified  mail, or (if delivered by express
courier)  one (1) business day after being  delivered  to such  courier,  or (if
delivered in person) the same day as  delivery,  in each case  addressed  (until
another  address  is given in  writing  by one party  hereto to the other  party
hereto) as follows:

         If to the Company:

                  Casino Resource Corporation
                  707 Bienville Boulevard
                  Ocean Springs, Mississippi 39564
                  Attn.: Mr. John Pilger

         If to the Holder:

                  Roy Anderson Holding Corp.
                  11400 Reichold Road
                  Gulfport, Mississippi 39503

                  Attn: Mr. Roy Anderson, III

GOVERNING  LAW.  The Company  agrees  that this  Debenture  and the  obligations
evidenced hereby shall be governed under the laws of the State of Mississippi.

SUCCESSORS AND ASSIGNS LIABLE.  The Company's  obligations and agreements  under
this  Debenture  shall be binding upon the  Company's  successors  and permitted
assigns.  The rights and  remedies  granted to the Holder  under this  Debenture
shall inure to the benefit of the Holder's successors and assigns, as well as to
any subsequent holder or holders of this Debenture.

CAPTION  HEADINGS.  Caption  headings of the sections of this  Debenture are for
convenience  purposes  only and are not to be used to interpret or to define the
provisions.  In this Debenture,  whenever the context so requires,  the singular
includes the plural and the plural also includes the singular.

SEVERABILITY.  If any provision of this Debenture is held to be invalid, illegal
or  unenforceable  by any  court,  that  provision  shall be  deleted  from this
Debenture  and the  balance of this  Debenture  shall be  interpreted  as if the
deleted provision never existed.

                                       5
<PAGE>

                  IN WITNESS WHEREOF,  the Company and the Holder have each duly
executed this  Debenture on the ______ day of January 2000, and have agreed that
this Debenture will be effective as of the 31st day of December, 1999.

                     COMPANY:

                         CASINO RESOURCE CORPORATION

                         By:
                                  Name: John J. Pilger
                                  Title: Chief Executive Officer


                      HOLDER:


                         ROY ANDERSON HOLDING CORP.


                         By:
                                  Name: Roy Anderson, III
                                  Title: President, Chief Executive Officer and
                                  Treasurer













                                       6
<PAGE>


                                    EXHIBIT B

                              Debenture Number Two

<PAGE>
                              DEBENTURE NUMBER TWO
                           (STOCK COMPONENT DEBENTURE)



$685,897.95                                                    December 31, 1999

PROMISE TO PAY.  CASINO  RESOURCE  CORPORATION,  a  Minnesota  corporation  (the
"Company"),  promises  to pay to the  order of Roy  Anderson  Holding  Corp.,  a
Delaware  corporation  (the  "Holder"),  Six Hundred  Eighty Five Thousand Eight
Hundred  Ninety Seven and 95/100  Dollars  ($685,897.95),  together  with simple
interest at the fixed rate per annum of six percent (6%),  with  interest  being
assessed on the unpaid  principal  balance of this Debenture as outstanding from
time to time, commencing on January 1, 2000, and continuing until this Debenture
is paid in full.

PAYMENT.

     (a) Any and all unpaid  principal  and accrued but unpaid  interest and any
other amounts due hereunder shall be due and payable in one lump sum at maturity
on December 31, 2002 in lawful money of the United States of America.

     (b) All payments due  hereunder  shall be made to the Holder's  address for
notices set forth below or at such other  place as the Holder may  designate  to
the Company in writing.

VOLUNTARY PREPAYMENT. The Company may repay this Debenture in full or in part at
any  time,  provided  that any  such  prepayment  must be made in  cash,  unless
otherwise agreed to by the Holder. Early payments under this Debenture shall not
relieve the Company of its  obligation  to continue to make payments as required
under  "Mandatory  Prepayment",  but shall instead reduce the principal  balance
due.

MANDATORY PREPAYMENT.

     (a) The Company shall pay to Holder, if as and when received by the Company
after the date hereof from Lakes Gaming, Inc. Fifty Percent (50%) of each amount
received by the  Company  from Lakes  Gaming,  Inc.  under and  pursuant to that
certain  Conditional  Release and  Termination  Agreement as revised and amended
dated July 1, 1999 to which the Company and Lakes  Gaming,  Inc.  are parties or
the remaining balance due hereunder (including  principal,  accrued interest and
other amounts due hereunder), whichever is less.

     (b) In addition to the  foregoing,  in the event that the Company  receives
any other one time  payment  arising out of (i) a sale or other  disposition  of
assets,  (ii) a  settlement  of  pending  claims,  (iii) a  collection  of notes
receivable;   (iv)  proceeds  of  litigation,  (v)  prepayment  of  any  account
receivable  that arose out of a transaction  outside of the  Company's  ordinary
course  of  business  or (vi) a sale of  equity  securities  to  more  than  one
purchaser in exchange for cash (each an "Extraordinary Payment"), and the amount
of such Extraordinary  Payment exceeds the then outstanding principal balance of
this  Debenture,  then the Company  shall repay this  Debenture  in full in cash
within five (5) business days after receipt of such  Extraordinary  Payment.  In
the event that the Company receives an Extraordinary  Payment in an amount which
is less than the then outstanding principal balance of this Debenture,  then the
Company shall pay the Holder a


<PAGE>

sum equal to Fifty Percent (50%) of the amount of such Extraordinary  Payment in
cash within five (5) business days after receipt of such Extraordinary  Payment;
such  payment  shall be  applied  by the  Holder to the  payment  due under this
Debenture.  Nothing in this  Debenture  is intended  to create,  nor shall it be
deemed to create,  a security  interest in, lien on, or pledge or  assignment of
any of the Company's notes or accounts receivable.

     (c) From the date of this Debenture through the date this Debenture is paid
in full,  the  Company  shall  furnish  to the  Holder no later  than the second
business  day after the  receipt by the  Company of an  Extraordinary  Payment a
certificate signed by the Chief Financial Officer of the Company identifying the
nature,  source and amount of such  Extraordinary  Payment and  calculating  the
amount of prepayment  required to be made under the terms of the section of this
Debenture entitled "Mandatory Prepayment."

REPRESENTATIONS  AND  WARRANTIES.  The Company  represents  and  warrants to the
Holder as of the date of this Debenture:

     (a)  Organization.  The Company is a corporation  which is duly  organized,
validly existing and in good standing under the laws of the State of Minnesota.

     (b)  Authorization.  The Company's  execution,  delivery and performance of
this Debenture has been duly authorized and does not conflict with, and will not
result in a  violation  of, or  constitute  or give rise to an event of  default
under,  the Company's  articles of  incorporation  or bylaws.  Furthermore,  the
execution,  delivery and  performance  by the Company of this Debenture does not
conflict with, and will not result in a violation of, or constitute or give rise
to an event of default  under,  any agreement or other  instrument  which may be
binding upon the Company or under any law or  governmental  regulation  or court
decree or order applicable to the Company and/or its properties. The Company has
the  power  and  authority  to enter  into  the  obligations  evidenced  by this
Debenture. The Company has the power and authority to own and to hold all of its
assets and properties and to carry on its business as presently conducted.

     (c) Exchange Act  Reports.  The Company has duly filed with the  Securities
and Exchange Commission (the "SEC") all reports,  schedules,  forms,  statements
and other documents required to be filed by it under the Securities Exchange Act
of 1934 ("Exchange Act Reports")  since January 1, 1998. As of their  respective
dates,  all such  Exchange  Act  Reports  filed by the  Company  since such date
complied  in all  material  respects  with the  requirements  of the  Securities
Exchange  Act of 1934  and the  rules  and  regulations  of the SEC  promulgated
thereunder  applicable to such  Exchange Act Reports,  and none of such Exchange
Act Reports  contained  any untrue  statement  of a material  fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

     (d) Binding effect. This Debenture constitutes the legal, valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms,  except  that such  enforceability  may be limited by (i)  applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors'  rights  generally and (ii) equitable  principles  that

                                       2
<PAGE>

may limit the  availability  of certain  equitable  remedies  (such as  specific
performance) in certain instances.

The Company agrees that the foregoing  representations  and warranties  shall be
continuing  in nature and shall  remain in full force and effect until such time
as this Debenture shall be paid in full. The Company agrees to notify the Holder
immediately  of any breach by the  Company of any  representation,  warranty  or
agreement of the Company contained herein or should any representation, warranty
or agreement made herein become untrue or false at any time. The Company further
agrees to  indemnify  and hold the  Holder  harmless  against  any breach by the
Company of any representation, warranty or agreement of the Company contained in
this Debenture.

NEGATIVE PLEDGE. As long as the Company owns its gaming casino in Tunisia, North
America,  the  Company  shall  not  create,  incur or  suffer to exist any lien,
pledge,  security interest or other encumbrance of any kind upon any of the slot
machines now or hereafter  located at such casino (the "Pledge  Property"),  and
the  Company  shall not  remove any of the Pledge  Property  from the  Company's
casino in Tunisia,  North Africa without first  notifying the Holder thereof and
of the location to which such Pledge Property will be removed.  Except for sales
or other  dispositions  of  obsolete  or worn-out  items  comprising  the Pledge
Property,  the Company will not sell or  otherwise  dispose of any of the Pledge
Property  without  making the prepayment  required  under  subsection (c) of the
section above entitled "Mandatory Prepayment".

MERGER.  Notwithstanding any provision herein to the contrary, the Company shall
not  consolidate  or merge  into or with any other  person  unless  such  person
expressly assumes all of the obligations of the Company under this Debenture.

DEFAULT.  The following  actions and/or  inactions  shall  constitute  events of
default under this Debenture:

     (a)  Default  Under This  Debenture.  Should the Company (i) default in the
payment  of any  amount  due under  this  Debenture  (including  any  prepayment
required  to be made under this  Debenture)  as and when due or within 5 days of
grace  thereafter  or (ii)  default in the  performance  of any other  covenant,
condition or agreement contained in this Debenture and such default shall remain
unremedied fifteen (15) days after the occurrence thereof.

     (b) Default Under Related Obligations. Should the Company default under any
other written obligation between the Company and the Holder.

     (c) Default in Favor of Third Parties. Should the Company default under any
loan,  extension of credit,  security agreement,  purchase or sales agreement or
any other  agreement  in favor of any other  creditor or person that  materially
impairs the ability of the Company to perform its obligations hereunder.

     (d)  Insolvency.  Should the  suspension,  failure or  insolvency,  however
evidenced, of the Company occur or exist.

     (e)  Readjustment of Indebtedness.  Should  proceedings for readjustment of
indebtedness,  reorganization,  bankruptcy,  composition or extension  under any
insolvency law be brought by or

                                       3
<PAGE>

against the Company,  unless,  if brought against the Company,  such proceedings
are dismissed within sixty (60) days after the filing thereof.

     (f)  Assignment   for  Benefit  of  Creditors.   Should  the  Company  file
proceedings  for a respite from or make a general  assignment for the benefit of
creditors.

     (g)  Receivership.  Should a receiver of all or any part of the property of
the Company be applied for or appointed.

     (h)  Dissolution  Proceedings.  Should  proceedings  for the dissolution or
appointment of a liquidator of the Company be commenced.

     (i) False  Statements.  Should any  representation,  warranty  or  material
statement  of the Company  made in writing in  connection  with the  obligations
evidenced by this Debenture  prove to be incorrect or misleading in any material
respect when made.

HOLDER'S RIGHTS UPON DEFAULT.  Should any one or more events of default occur or
exist under this Debenture as provided  above,  the Holder shall have the right,
at its sole option,  formally to declare this  Debenture to be in default and to
accelerate the maturity and insist upon immediate payment in full in cash of the
unpaid  principal  balance then outstanding  under this Debenture,  plus accrued
interest,  together with reasonable  attorneys' fees, costs,  expenses and other
fees and charges as provided herein.

WAIVERS. The Company hereby waives presentment for payment,  protest,  notice of
protest  and  notice  of  nonpayment.  The  Company  agrees  that  the  Holder's
acceptance of payment other than in accordance with the terms of this Debenture,
or the Holder's  subsequent  agreement to extend or modify such repayment terms,
or the Holder's failure or delay in exercising any rights or remedies granted to
the  Holder,  shall  not have the  effect  of  releasing  the  Company  from its
obligations to the Holder. In addition,  any failure or delay on the part of the
Holder to exercise  any of the rights and  remedies  granted to the Holder shall
not have the effect of waiving  any of the  Holder's  rights and  remedies.  Any
partial  exercise  of any rights  and/or  remedies  granted to the Holder  shall
furthermore  not be construed as a waiver of any other rights and  remedies,  it
being the Company's  intent and agreement that the Holder's  rights and remedies
shall be cumulative in nature. The Company further agrees that, should any event
of default occur or exist under this Debenture, any waiver or forbearance on the
part of the Holder to pursue the rights  and  remedies  available  to the Holder
shall be binding upon the Holder only to the extent that the Holder specifically
agrees to any such waiver or forbearance in writing.  A waiver or forbearance on
the part of the Holder as to one event of default  shall not be  construed  as a
waiver or forbearance as to any other event of default.

                                       4
<PAGE>
ATTORNEYS'  FEES.  If the  Holder  refers  this  Debenture  to an  attorney  for
collection,  or files suit against the Company to collect this Debenture,  or if
the Company  files for  bankruptcy or other relief from  creditors,  the Company
agrees to pay the Holder's  reasonable  attorneys'  fees in connection with such
action.  In addition,  the Company  shall  reimburse the Holder for all fees and
expenses  of the  Holder's  outside  counsel  incurred  in  connection  with the
preparation,  negotiation,  execution and delivery of this  Debenture,  provided
that the Company  shall not be obligated  to  reimburse  the Holder for fees and
expenses in excess of $12,500.00.

NOTICES. Any notice or demand which, by provision of this Debenture, is required
or  permitted  to be served by one party  hereto to or on the other party hereto
shall be deemed to have been sufficiently  given and served for all purposes (if
mailed) three (3) calendar days after being deposited,  postage prepaid,  in the
United States mail,  registered  or certified  mail, or (if delivered by express
courier)  one (1) business day after being  delivered  to such  courier,  or (if
delivered in person) the same day as  delivery,  in each case  addressed  (until
another  address  is given in  writing  by one party  hereto to the other  party
hereto) as follows:

         If to the Company:

                  Casino Resource Corporation
                  707 Bienville Boulevard
                  Ocean Springs, Mississippi 39564
                  Attn.: Mr. John J. Pilger

         If to the Holder:

                  Roy Anderson Holding Corp.
                  11400 Reichold Road
                  Gulfport, Mississippi 39503
                  Attn: Mr. Roy Anderson, III

GOVERNING  LAW.  The Company  agrees  that this  Debenture  and the  obligations
evidenced hereby shall be governed under the laws of the State of Mississippi.

SUCCESSOR AND ASSIGNS LIABLE.  The Company's  obligations  and agreements  under
this  Debenture  shall be binding upon the  Company's  successors  and permitted
assigns.  The rights and  remedies  granted to the Holder  under this  Debenture
shall inure to the benefit of the Holder's successors and assigns, as well as to
any subsequent holder or holders of this Debenture.

CAPTION  HEADINGS.  Caption  headings of the sections of this  Debenture are for
convenience  purposes  only and are not to be used to interpret or to define the
provisions.  In this Debenture,  Whenever the context so requires,  the singular
includes the plural and the plural also includes the singular.

SEVERABILITY.  If any provision of this Debenture is held to be invalid, illegal
or  unenforceable  by any  court,  that  provision  shall be  deleted  from this
Debenture  and the  balance of this  Debenture  shall be  interpreted  as if the
deleted provision never existed.


                                       5
<PAGE>

         IN WITNESS WHEREOF, the Company and the Holder have each duly
executed this Debenture on the ______ day of January, 2000, and have agreed that
this Debenture will be effective as of the 31st day of December, 1999.


               COMPANY:

                                CASINO RESOURCE CORPORATION

                                By:
                                     Name: John J. Pilger
                                     Title: Chief Executive Officer


                HOLDER:


                                ROY ANDERSON HOLDING CORP.


                                By:
                                     Name: Roy Anderson, III
                                     Title: President, Chief Executive Officer
                                     and Treasurer











                                       6

<PAGE>


                                    EXHIBIT C

                             Stock Option Agreement

<PAGE>
                             STOCK OPTION AGREEMENT


         THIS STOCK OPTION AGREEMENT is made as of the 4th day of January,  2000
by and  between  CASINO  RESOURCE  CORPORATION,  a  Minnesota  corporation  (the
"Company")  and  ROY  ANDERSON  HOLDING  CORP.,  a  Delaware   corporation  (the
"Optionee").

                              W I T N E S S E T H:

         Company desires to grant to Optionee  options to purchase shares of its
common stock, par value $0.01 each ("Shares").

         NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, each intending
to be legally bound hereby, agree as follows:

         1.  Definitions.  As used in this Agreement,  the following terms shall
have the following respective meanings:

            (a)  "Affiliate"  shall  mean,  with  respect to an entity,  another
person or entity  controlling,  controlled  by, or under common control with the
first entity.

            (b) The term  "Expiration  Date" shall mean 5:00 p.m., local time in
Ocean Springs, Mississippi on December 31, 2002.

            (c) The term  "Termination  Date" shall mean 5:00 p.m. local time in
Ocean Springs,  Mississippi on the day the Option  terminates in accordance with
the terms of Paragraph 5.

            (d) The term "transfer" shall mean any sale,  assignment,  transfer,
gift, donation, or other disposition,  or any pledge,  deposit, or placing of an
encumbrance upon.



<PAGE>

            (e) The term  "Fair  Market  Value"  with  respect to a Share on any
particular  date shall mean the  closing  price of a share of  Company's  common
stock on the day  before  such  date on the  national  securities  exchange  (or
NASDAQ,  as the case may be) where such shares are traded, or if such shares are
not then traded on a national  securities  exchange or on NASDAQ, the average of
the closing bid and closing  asked  prices of such shares on the day before such
date (excluding any such bid or asked prices  submitted by the Company or any of
its Affiliates),  or if there are no closing such prices,  the fair market value
as estimated in good faith by the Chairman of the Company.

         2. Grant of Option. The Company hereby grants to Optionee the right and
option (the "Option") to purchase Three Hundred  Thousand  (300,000) Shares (the
"Option  Shares"),  on the terms and subject to the conditions  hereinafter  set
forth in this  Agreement.  The number of Option  Shares to which this  Agreement
applies may be adjusted in the manner set forth in Paragraphs 6 and 10.

         3.  Option  Price.  The  purchase  price to be paid,  if the  Option is
exercised,  shall be  Seventeen  Cents  ($0.17) per Share (the  "Option  Price")
subject  to  adjustment  hereunder,  which  shall  be  paid at the  Closing  (as
hereinafter defined) in the manner provided in this Agreement.

         4. Exercise of Option. The following provisions shall apply to exercise
of the Option:

            (a)  Optionee  shall  exercise  the  Option  by  sending a notice of
election (the "Notice of  Election") to the Company in the form attached  hereto
and  incorporated  herein  by  reference.  The  Notice of  Election  shall be in
writing, shall be sent to the Company at the address and in the manner set forth
in subparagraph 13(c) hereof (unless such address has been changed in

                                       2
<PAGE>

the manner set forth in such  subparagraph),  and shall contain the  information
about the Closing set forth in subparagraph 11(a) hereof.

            (b) If  exercised,  the Option may be exercised as to some or all of
the Option Shares,  and if with respect to some of the Option  Shares,  then the
Option shall continue until the  Termination  Date with respect to the remaining
Option Shares.

            (c) The Option may be exercised at any time prior to the Termination
Date;  provided,  however,  that the date and time of the exercise of the Option
shall be that day and time when the Notice of Election  is actually  received by
the Company.

            (d) Payment for Shares  shall be made in cash,  by  certified  check
payable  to the  order  of  the  Company,  or by  such  other  mode  of  payment
(including,  without  limitation,  transfer  of shares  of  common  stock of the
Company) as the Company may approve.

            (e) Optionee  will become  obliged to purchase the Option  Shares on
the terms and  conditions set forth in this Agreement and the Notice of Election
upon the sending by Optionee of the Notice of Election.

         5. Term.

            (a) Except as provided in subparagraph  (b) of this Paragraph 5, the
Option will terminate at 5:00 p.m.  local time in Ocean Springs,  Mississippi on
the Expiration Date.

            (b) In the event of  dissolution  or  liquidation  of the Company or
consummation of any transaction (i) in which the Company is not the surviving or
acquiring  entity,  (ii) in  which  the  Company  becomes  an 80% or more  owned
subsidiary of another company, or (iii) in which the shareholders of the Company
immediately   before  such  transaction  do  not  own  immediately   after  such
transaction,  shares  entitling  them,  in the  aggregate,  to cast  more then a
majority of votes for the

                                       3
<PAGE>

election of directors of the Company or the  surviving  company in the case of a
merger, consolidation,  reorganization,  or similar transaction, then the Option
may be  terminated  prior  to the  Expiration  Date by  action  of the  Board of
Directors  of the  Company,  or such  surviving  company,  as the  case  may be,
provided that (A) the Board of Directors  selects a Termination Date which is at
least thirty (30) days after the date Optionee is given  written  notice of such
selection,  and (B) if and to the extent  that the  Option  expires on such date
unexercised,  the Company shall contemporaneously therewith pay to Optionee with
respect to each Option Share which was not exercised the difference  between the
Fair Market Value of a Share on such date and the Option Price.

         6. Change or Exchange of Capital Stock.

            (a) In the event that the outstanding shares of capital stock of the
Company  shall be changed  into or exchanged  for a different  number or kind of
shares of capital stock of the Company or shall be changed into or exchanged for
a different number or kind of shares of capital stock or other securities of the
Company  or of another  company  (whether  by reason of  merger,  consolidation,
recapitalization, reclassification, split-up, or otherwise), then there shall be
substituted  for each remaining  Option Share (those not acquired by exercise of
the  Option   prior  to  the  record  date  for  such   merger,   consolidation,
recapitalization,  reclassification, split-up, or otherwise) the number and kind
of shares of capital stock or other securities into which each outstanding share
of capital stock of the Company shall be so changed or for which each such share
of capital  stock  shall be so  exchanged.  In the event that there shall be any
such change or exchange, then Optionee shall be entitled to purchase all of such
capital stock and other  securities into which each Option Share shall have been
changed or for which it shall have been  exchanged  for the Option



                                       4
<PAGE>

Price which would have been  required to be paid for such Option Share  assuming
there had been no such change or exchange,  and otherwise in accordance with the
terms of this Agreement.

            (b) In the event that the  outstanding  Shares  shall be  subdivided
into a greater or combined into a lesser number of such shares, whether by stock
dividend,  stock  split or  combination  of shares,  the Option  Price  shall be
proportionately  decreased or  increased,  as the case may be, and the number of
remaining  Option  Shares (those not acquired by exercise of the Option prior to
the record date of such stock  dividend,  stock split, or combination of shares)
subject to the Option  shall be  proportionately  increased  or decreased as the
case may be, so as  appropriately  to reflect such  subdivision or  combination,
effective immediately upon the effectiveness of such subdivision or combination.

            (c) No such  adjustment  shall be made,  however,  by  reason of the
issuance  of shares of  common  stock of the  Company  for  cash,  property,  or
services;  or by way of stock options,  stock warrants,  subscription rights, or
similar issuances authorized by the Board of Directors of the Company.

         7. Representations and Warranties of Company.  Company hereby makes the
following representations, warranties and agreements to and with Optionee:

            (a) The Company is a corporation  duly organized,  validly  existing
and in good  standing  under  the  laws of the  State  of  Minnesota  and has an
authorized  capital of Thirty Million  (30,000,000)  shares of common stock, par
value  One Cent  ($0.01)  per  Share,  and Five  Million  (5,000,000)  shares of
preferred  stock,  par value One Cent ($0.01) per share, and the Company has the
power and authority to issue the number of Shares  required to be so issued upon
the exercise of the Option.


                                       5
<PAGE>

            (b) If the  Option  is  exercised,  the  Company  has the  power and
authority to deliver good, marketable,  and unencumbered title to such Shares as
to which Optionee shall have exercised the Option,  free of all liens,  security
interests,  pledges,  claims,  options  and  rights  of  others.  There  are  no
restrictions on Company's right to transfer such Shares to Optionee  pursuant to
the terms of this Agreement if the Option is exercised,  whether under any laws,
any  regulations  of  governmental  agencies  or  self-regulatory   bodies,  any
agreements with third parties, or otherwise. No transfer of record ownership of,
or  beneficial  interest  in,  any of the  Shares to be  reserved  for  issuance
hereunder will be made between the date hereof and Closing.

            (c) This Agreement  constitutes the valid and binding  obligation of
Company,  and is enforceable  against it in accordance with its terms, except to
the  extent   that  the   enforcement   thereof   is   limited  by   bankruptcy,
reorganization,   insolvency,  moratorium,  or  other  similar  laws  or  orders
affecting  the  enforcement  of  creditors'  rights  generally,  or by equitable
principles.

         8.  Securities  Laws  Compliance  Procedures.  Optionee  represents and
acknowledges  that (i) it has had the  opportunity  to acquire  all  information
concerning  the  business,  affairs,  financial  condition  and prospects of the
Company which it deems  relevant to making a fully informed  decision  regarding
the  consummation of the transactions  contemplated  hereby and (ii) it has been
supplied with copies of the Company's  latest annual report on Form 10-KSB,  the
Company's  latest  quarterly  report  on Form  10-QSB,  Company's  latest  proxy
statement, and Company's latest annual report to shareholders. Without intending
any  limitation on the  generality of the foregoing,  Optionee  understands  and
acknowledges  that neither the Company nor anyone  acting on its behalf has made
any  representations  or warranties  other than those contained herein or in the
related  Agreement  to Amend and Restate  Debenture  dated as of the date hereof
respecting the

                                       6
<PAGE>

Company or the future conduct of Company's business, and Optionee has not relied
upon any  representations  or warranties  other than those  contained  herein or
therein otherwise in the belief that they were made on behalf of the Company.

         9. Transfers.  The Option is not  transferable by Optionee except to an
Affiliate of Optionee or in connection with a sale of  substantially  all of the
capital  stock or  assets  of  Optionee  (whether  by  direct  sale,  merger  or
consolidation).  Any attempt at assignment,  transfer,  pledge or disposition of
the  Option  contrary  to the  provisions  hereof or the levy of any  execution,
attachment or similar process upon the Option shall be null and void and without
force or effect.

         10. Optionee's Ability to Reduce Number of Option Shares.

            (a) At any time on or before December 31, 2000,  Optionee shall have
the right, to be exercised by written notice (the "Relinquishment  Notice") sent
to the Company in accordance with the terms of subparagraph 13(c), to reduce the
number  of  then  remaining  Option  Shares  by  any  number  designated  in the
Relinquishment  Notice (but not more than Fifty Thousand  (50,000) Option Shares
nor the remaining number of Option Shares, if fewer).

            (b) If a Relinquishment Notice is given in compliance with the terms
of  subparagraph  (a) of this  Paragraph 10, then the Company shall pay Optionee
the  sum  of  One  Dollar  ($1.00)  for  each  Option  Share  relinquished  (the
"Relinquishment  Payment")  pursuant  thereto.  Such  payment  shall  be made by
increasing  the then  outstanding  principal  balance of that certain  Debenture
Number Two dated as of  December  31, 1999 by and between the Company as Obligor
and Optionee as Payee and by  executing  and  delivering a substitute  Debenture
Number Two reflecting such increase in principal balance.  If such debenture has
been completely repaid at the


                                       7
<PAGE>

time of the giving of the Relinquishment Notice, then the Relinquishment Payment
shall be made by the  Company's  execution of a debenture  substantially  in the
form of Debenture  Number Two and which has a maturity date of December 31, 2002
and shall be in the principal amount of the aggregate Relinquishment Payment.

            (c)  From and  after  completion  of  transactions  contemplated  by
subparagraph  (b) of this  Paragraph 10, the number of Option Shares as to which
this Stock  Option  Agreement  shall apply shall be the number of Option  Shares
which  could have been  purchased  immediately  before the giving of the related
Relinquishment  Notice reduced by such number of Option Shares set forth in such
Relinquishment Notice.

         11. Closing.

            (a) The  Closing  shall be held at a date and time to be selected by
Optionee in the Notice of Election;  provided,  however, that the date specified
in the Notice of Election shall not be more than  forty-five (45) days after the
sending of such Notice of Election.

            (b)  Closing  shall be held at the chief  executive  offices  of the
Company or such other place as shall be agreed upon by the parties.

            (c) At Closing,  the Company  shall deliver or cause to be delivered
to  Optionee  certificates  for all of the  Option  Shares  to be  purchased  by
Optionee pursuant to the Notice of Election issued to and registered in the name
of Optionee, and with all required transfer tax stamps, if any, affixed.


                                       8
<PAGE>

            (d) At Closing  Optionee shall pay by certified check or other draft
acceptable to Company the full Option Price  required to be paid in cash for all
of the Option  Shares to be  purchased  by  Optionee  pursuant  to the Notice of
Election.

            (e) At  Closing,  at the  request  of the  Company,  Optionee  shall
deliver to the Company a certificate signed by Optionee  certifying to the truth
and  correctness  as of the  date of  Closing  of  each of the  representations,
warranties,   acknowledgments,   agreements,  and  confirmations  set  forth  in
Paragraph 8 of this Agreement.

            (f) At  Closing,  at the  request of  Optionee,  the  Company  shall
deliver to Optionee a certificate signed by an officer of the Company certifying
to  the  truth  and  correctness  as of the  date  of  Closing  of  each  of the
representations,  warranties,  acknowledgments,  agreements and confirmations as
set forth in Paragraph 7 of this Agreement.

         12. No Rights As Shareholder Pending Exercise.  Optionee shall not have
any rights as a  shareholder  of the Company as a result of the existence of the
Option  until and  unless it shall  acquire  some or all of the  Option  Shares.
Without  intending any limitation on the  generality of the foregoing,  Optionee
shall not be entitled to vote on any matter presented to the shareholders of the
Company nor to receive any dividends or other  distributions made or declared by
the  Company,  the  record  date or  ex-dividend  date of  which,  respectively,
precedes  the  date on  which  some or all of the  Option  Shares  are  acquired
pursuant hereto.

         13. Covenant to Make Exchange Act Filings. The Company hereby covenants
and agrees that it shall, at all times prior to the  Termination  Date while any
Option  Shares  remain  subject to this  Agreement,  make on a timely  basis all
filings required to be made by the


                                       9
<PAGE>

Company under the Securities Exchange Act of 1934, and the rules and regulations
promulgated thereunder.

         14. Miscellaneous.

            (a) Indulgences,  Etc. Neither the failure nor any delay on the part
of either party to exercise  any right,  remedy,  power or privilege  under this
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any right,  remedy, power or privilege preclude any other or further
exercise of the same or of any other  right,  remedy,  power or  privilege,  nor
shall any waiver of any right,  remedy,  power or privilege  with respect to any
occurrence  be construed as a waiver of such right,  remedy,  power or privilege
with respect to any other occurrence.  No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

            (b)  Controlling  Law. This Agreement and all questions  relating to
its validity,  interpretation,  performance and enforcement (including,  without
limitation,  provisions concerning limitations of actions), shall be governed by
and  construed  in  accordance  with  the  laws  of the  State  of  Mississippi,
notwithstanding  any  conflict-of-laws  doctrines  of such  jurisdiction  to the
contrary,  and  without  the aid of any canon,  custom or rule of law  requiring
construction against the draftsman.

            (c) Notices. All notices, requests, demands and other communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given,  made and received when personally  delivered or
when deposited in the United States mails, registered or certified mail, postage
prepaid, return receipt requested, addressed as set forth below:





                                       10
<PAGE>

(i)      If to Optionee:

             Roy Anderson Holding Corp.
             11400 Reichold Road
             Gulf Port, MS  39503
             Attention: Mr. Roy Anderson, III

             with a copy, given in the manner prescribed above, to:

             Kenneth J. Najder, Esquire
             Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
             Place St. Charles
             201 St. Charles Avenue
             New Orleans, Louisiana 70170-5100

(ii)     If to Company:

             John J. Pilger
             Casino Resource Corporation
             707 Bienville Boulevard
             Ocean Springs, MS  39564


             with a copy, given in the manner prescribed above, to:

             Steven B. King, Esquire
             Mesirov Gelman Jaffe Cramer & Jamieson, LLP
             1735 Market Street
             Philadelphia, PA 19103


Either party may alter the address to which  communications  or copies are to be
sent by  giving  notice  of such  change  of  address  in  conformity  with  the
provisions of this subparagraph (c) for the giving of notice.

            (d) Binding Nature of Agreement; No Assignment. This Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective heirs, personal representatives,  successors and assigns, except that
neither party may assign or transfer its rights


                                       11
<PAGE>

(except as provided in  Paragraph 9) nor  delegate  its  obligations  under this
Agreement without the prior written consent of the other party hereto.

            (e)  Provisions  Separable.  The  provisions  of this  Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

            (f)  Entire   Agreement.   This   Agreement   contains   the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,   and   supersedes   all  prior  and   contemporaneous   agreements  and
understandings,  inducements or conditions, express or implied, oral or written,
except as herein  contained.  The express terms hereof control and supersede any
course of  performance  and/or usage of the trade  inconsistent  with any of the
terms  hereof.  This  Agreement  may not be modified or amended other than by an
agreement in writing.

            (g) Paragraph Headings.  The Paragraph and subparagraph  headings in
this Agreement have been inserted for  convenience of reference  only; they form
no part of this Agreement and shall not affect its interpretation.

            (h) Gender,  Etc.  Words used herein,  regardless  of the number and
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

            (i) Number of Days.  In computing the number of days for purposes of
this  Agreement,  all days shall be counted,  including  Saturdays,  Sundays and
Holidays; provided, however, that if the final day of any time period falls on a
Saturday,  Sunday or Holiday,  then the final day shall be deemed to be the next
day  which  is  not  a  Saturday,  Sunday  or  Holiday.  For


                                       12
<PAGE>

purposes of this  subparagraph  (i), the term "Holiday"  shall mean a day, other
than a Saturday or Sunday,  on which  national banks in the State of Mississippi
are closed.























                                       13
<PAGE>




         IN WITNESS  WHEREOF,  the parties have executed this Agreement the date
first above written.

ATTEST:

                                            CASINO RESOURCE CORPORATION





_______________________________             By:_____________________________
Secretary                                      John J. Pilger, President

ATTEST:

                                            ROY ANDERSON HOLDING CORP.



_______________________________             By:_____________________________






















                                       14
<PAGE>


                               NOTICE OF ELECTION


                  The undersigned and  ____________________  (the "Company") are
parties to that certain Stock Option  Agreement dated ________.  Pursuant to the
terms  thereof,   the  undersigned  hereby  exercises  its  option  to  purchase
____________  shares of the common stock, (the "Shares") par value $________ per
Share of the Company.  Closing  hereunder  shall be held at the chief  executive
offices of the Company at _____ _.m.,  local time on  ____________________  ___,
________.

                  Please  register the Shares in the name of the undersigned and
use the address set forth herein as the registered address of the undersigned.

                  The  undersigned  understands  that the  Shares  have not been
registered under the Securities Act of 1933, as amended (the "Act") or under any
state  securities  law,  and the  Company is under no  obligation  to do so. The
undersigned  understands  that  the  Shares  may  not  be  resold  or  otherwise
transferred in the absence of such applicable  registrations  or exemptions from
the registration  requirements.  The undersigned understands that it may have to
hold the Shares for the indefinite future. The undersigned  understands that the
Shares are  "restricted  securities"  within the meaning of Rule 144 promulgated
under the Act.

                  The undersigned represents and warrants to the Company that it
(a) has been  advised  and  understands  that the Shares may not be  transferred
without  compliance with all applicable  Federal and state  securities laws; and
(b) has had all material  information about the Company's business and financial
condition made available to it prior to exercise of the Option,  and that he was
afforded  the  opportunity  to ask  questions  of and receive  answers  from the
officers and  directors of the Company  with respect to the  Company's  business
affairs and prospects.

                  The  undersigned  represents and warrants that it is acquiring
the Shares for its own account as principal for  investment  and not with a view
to resale or distribution.

                  The undersigned  understands that the Share  certificate shall
bear a  restrictive  legend with  respect to the  transferability  of the Shares
under the Act.



------------------------------      ----------------------------------
                                      Name:

                                      Address:




<PAGE>


                                    EXHIBIT D

                          Amendment to Escrow Agreement

<PAGE>
                          AMENDMENT TO ESCROW AGREEMENT

         This  Amendment  to  Escrow  Agreement  is made as of the  31st  day of
December,   1999,  by  and  among  CASINO  RESOURCE  CORPORATION,   a  Minnesota
corporation ("the Company"),  ROY ANDERSON HOLDING CORP., a Delaware corporation
("Anderson"),  and MESIROV GELMAN JAFFE CRAMER & JAMIESON,  LLP, as Escrow Agent
(the "Escrow Agent").

                                    RECITALS


         A. The parties are parties to that certain Escrow Agreement dated March
3, 1999 growing out of that certain  Amended and Restated  Debenture dated as of
February  1,  1999,   executed  by  the  Company  in  favor  of  Anderson   (the
"Debenture").

         B. In connection with the amendment and restatement of the Debenture as
of the date hereof, the Company issued two new debentures (the "New Debentures")
to Anderson, and the Company and Anderson desire to amend to Escrow Agreement on
the terms and conditions set forth herein.

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  covenants
hereinafter  contained  and subject to  conditions  hereinafter  set forth,  the
parties hereto, intending to be legally bound, hereby agree as follows:

     1. From and after the date hereof and in compliance  with Section  8-301(2)
of the Uniform  Commercial  Code,  Escrow  Agent shall hold all of the  Escrowed
Shares (as defined in the Escrow  Agreement)  currently in its possession as the
agent for Anderson pursuant to the terms of that certain Pledge Agreement by and
between  Anderson as Pledgee and the Company as Pledgor  dated the date  hereof.
Escrow  Agent shall not hold any of the  Escrowed  Shares on behalf of any other
person or entity and hereby  releases any current or future  security  interest,
lien, or other claim which Escrow Agent may now or hereafter  have or purport to
have in or on any of the Escrowed  Shares.  Annex A attached hereto reflects all
Escrowed Shares held by the Escrow Agent as of the date hereof.

     2. Upon written  acknowledgment  by Anderson that the Company has satisfied
all of its  obligations  to  Anderson  under  the  New  Debentures,  any  shares
remaining  in escrow  shall be returned  to the Company by the Escrow  Agent for
cancellation.  Upon the  written  direction  of  Anderson  that there has been a
default or an Event of Default under either of the New Debentures,  Escrow Agent
shall promptly  deliver the Escrowed Shares to Anderson or otherwise comply with
the written directions of Anderson,  notwithstanding  any contrary  instructions
received from the Company.

     3.  To  the  extent  that  the  provisions  of  the  Escrow  Agreement  are
inconsistent with the provisions of this Amendment,  the terms of this Amendment
shall  govern and be  determinative.  To the extent that the  provisions  of the
Escrow Agent are not inconsistent  with and to the extent that the provisions of
the Escrow  Agent are not  modified by the terms of this




<PAGE>

Amendment,  the  Escrow  Agreement  shall  remain in full  force  and  effect in
accordance with its terms.

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




                  CASINO RESOURCE CORPORATION


                  BY:_____________________________
                           John J. Pilger, President



                  ROY ANDERSON HOLDING CORP.


                  BY:______________________________
                           Roy Anderson, III, President,
                           Chief Executive Officer and
                           Treasurer


                  MESIROV GELMAN JAFFE CRAMER & JAMIESON, LLP, Escrow
                  Agent


                  BY:______________________________
                           Steven B. King, Esquire






                                       2
<PAGE>


                                     ANNEX A
                                                         Number of Escrowed
                    Certificate Number                         Shares

                1.  Certificate #: 3173                       100,000
                2.  Certificate #: 3174                       100,000
                3.  Certificate #: 3175                       100,000
                4.  Certificate #: 3176                       100,000
                5.  Certificate #: 3177                       100,000
                6.  Certificate #: 3178                       100,000
                7.  Certificate #: 3179                       100,000
                8.  Certificate #: 3186                        50,000
                9.  Certificate #: 3187                        50,000
                10. Certificate #: 3188                        50,000
                11. Certificate #: 3180                        25,000
                12. Certificate #: 3181                        25,000
                13. Certificate #: 3182                        25,000
                14. Certificate #: 3183                        25,000
                15. Certificate #: 3184                        25,000
                16. Certificate #: 3185                        25,000
                17. Certificate #: 3189                         5,000
                18. Certificate #: 3190                         5,000
                19. Certificate #: 3191                         5,000
                20. Certificate #: 3192                         5,000
                21. Certificate #: 3193                         5,000
                22. Certificate #: 3194                         5,000
                23. Certificate #: 3195                         5,000
                24. Certificate #: 3196                         5,000
                25. Certificate #: 3197                         5,000
                26. Certificate #: 3198                         5,000
                27. Certificate #: 3199                         5,000
                28. Certificate #: 3200                         5,000
                29. Certificate #: 3201                         5,000
                30. Certificate #: 3202                         5,000
                31. Certificate #: 3203                         5,000
                32. Certificate #: 3204                         5,000
                33. Certificate #: 3205                        10,000
                34. Certificate #: 3206                        10,000
                                                               ------
                TOTAL                                       1,100,000
                                                            =========



                                       3

<PAGE>



                                    EXHIBIT E

                                Pledge Agreement




<PAGE>
                                PLEDGE AGREEMENT


         THIS PLEDGE AGREEMENT is made as of the 31st day of December,  1999, by
and between Casino Resource Corporation,  a Minnesota  corporation  ("Pledgor"),
and Roy Anderson Holding Corp., a Delaware corporation ("Pledgee").

                              W I T N E S S E T H:

         WHEREAS,  Pledgor is  obligated  to Pledgee  pursuant  to that  certain
Debenture Number One and that certain  Debenture Number Two, each dated the date
hereof in favor of Pledgee (collectively the "Debentures"); and

         WHEREAS,  Pledgor  and  Pledgee  are  parties  to that  certain  Escrow
Agreement  dated  March 3,  1999 as  amended  on the date  hereof  (the  "Escrow
Agreement").

         NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

         1.  Security  for  Liabilities.  This Pledge  Agreement is made for the
benefit  of  Pledgee to secure  the  payment  of all  amounts  due to Pledgee by
Pledgor under the Debentures (collectively, the "Liabilities").

         2. Pledge of Collateral.

             2.1  Pledge.  To secure the prompt  payment  when due of all of the
Liabilities,  and for the other purposes set forth in Section 1 hereof,  Pledgor
hereby pledges, assigns, hypothecates, transfers, and delivers to Pledgee a lien
on and security interest in all of the following collateral ("Collateral");

                  (a) All of the shares of Common  Stock of Pledgor  held by the
Escrow Agent under the Escrow Agreement;

                  (b) All securities  acquired by Pledgor or Escrow Agent in its
capacity as such by way of stock split,  stock dividend,  or the like on or with
respect to any  shares  held by the Escrow  Agent  pursuant  to the terms of the
Escrow Agreement;

                  (c) All dividends, securities,  instruments, or other property
from time to time received,  receivable,  or otherwise distributed in respect of
or in exchange or substitution for any or all of the shares of common stock held
by the  Escrow  Agent  pursuant  to the terms of the Escrow  Agreement,  and all
certificates and instruments representing the same; and

                  (d) All proceeds of the foregoing.



<PAGE>

             2.2  Delivery  of  Collateral.  The parties  hereby  agree that the
Collateral  shall be deemed to have been  delivered by Pledgor to Pledgee and is
being held on behalf of and for the  benefit  of  Pledgee  by the  Escrow  Agent
pursuant to the terms of the Escrow Agreement as amended on the date hereof.

             2.3  Security  Agreement.  This  Pledge  Agreement  shall be and be
deemed to be a Security Agreement under the Code (as hereinafter defined).

         3. Voting.  Unless and until an Event of Default (as defined in Section
7.1) shall have  occurred and be  continuing,  Pledgee  shall not be entitled to
vote any of the Collateral or to give consents,  waivers,  or  ratifications  in
respect thereof.

         4.  Dividends  and Other  Distributions.  Unless  and until an Event of
Default shall have occurred and be  continuing,  all cash  dividends  payable in
respect  of the  Collateral  shall not be paid to  Pledgee  but shall be held in
pledge by Escrow Agent as a portion of the Collateral.

         5.  Representations and Warranties.  Pledgor represents and warrants to
Pledgee that Pledgor (i) has good and marketable  title to the  Collateral  free
and clear of all liens, security interests,  encumbrances,  or adverse claims of
any type except for the  security  interest in favor of Pledgee  created by this
Pledge  Agreement  and  Pledgee's  rights  under the Escrow  Agreement,  (ii) no
dispute, right of set-off,  counterclaim,  or defense exists with respect to all
or any part of the  Collateral,  (iii) all of the  Collateral  which consists of
common stock is fully paid and  non-assessable,  (iv) no financing  statement or
other public evidence of a lien covering all or any part of the Collateral is on
file in any  recording  office  except  such as may have been  filed in favor of
Pledgor  relating to this Pledge  Agreement,  (v) no person or entity other than
Pledgee and Escrow  Agent on behalf of Pledgee  has control  over any portion of
the Collateral,  (vi) Pledgor's taxpayer identification number is 41-0950482 and
(vii)  Pledgor's   chief   executive   office  is  located  in  Jackson  County,
Mississippi.

         6. Covenants. Pledgor hereby covenants and agrees as follows:

             6.1  Negative  Pledge  Covenant.  Pledgor  will not  assign,  sell,
mortgage,  lease,  transfer,  pledge, grant a security interest in, encumber, or
otherwise  dispose of any of the Collateral or any other shares of capital stock
owned (now or in the  future) by Pledgor  without the prior  written  consent of
Pledgee,  and the inclusion of "proceeds" of the  Collateral  under the security
interest  granted herein shall not be deemed a consent by Pledgee to any sale or
other  disposition  of any part or all of the  Collateral  except  as  expressly
permitted herein.

             6.2 Pledgor to Pay Taxes.  Pledgor shall pay, deposit, or otherwise
provide for the payment  when due of all taxes,  assessments,  or  contributions
required by law which may be levied or assessed  against  Pledgor,  whether with
respect  to any of the  Collateral,  to any  wages  or  salaries  paid  by or to
Pledgor,  or  otherwise,  and will  deliver to  Pledgee on demand,  certificates
attesting thereto;  provided,  however, that Pledgor may contest any such taxes,


                                       2
<PAGE>
assessments, or contributions in good faith.

             6.3  Financing  Statements.  Pledgor  shall  execute and deliver to
Pledgee such Uniform  Commercial  Code financing  statements as are requested by
Pledgee  from time to time to  evidence  and to perfect  the  security  interest
created by this Pledge  Agreement.  To permit Pledgee to maintain properly filed
financing statements, Pledgor shall not change its name, taxpayer identification
number,  corporate  structure,  or the  location of its chief  executive  office
without three months' prior notice to Pledgee.

         7. Events of Default; Remedies.

             7.1 Events of Default.  Each of the following  shall  constitute an
event of default ("Event of Default") hereunder:

                  (a) If Pledgor shall default in the payment when due or within
any applicable period of grace thereafter of any sum payable with respect to, or
in the  observance or performance of any of the terms or conditions of either of
the Debentures;

                  (b) If any representation, warranty, or statement of fact made



                                       3
<PAGE>

by Pledgor to Pledgee in this Pledge Agreement, or in any other written document
delivered by Pledgor to Pledgee is false,  misleading,  incorrect, or incomplete
in any material respect when made;

                  (c) The making of any levy on,  seizure of, or  garnishment of
any of the Collateral;  if Pledgor shall become  insolvent  (however  defined or
evidenced)  or make an  assignment  for the benefit of  creditors,  or making or
sending of notice of  intended  bulk  transfer,  or if there shall be convened a
meeting of the creditors or principal  creditors of Pledgor or if a committee of
Pledgor's creditors is created or appointed for any reason; or

                  (d) If  there  should  be  filed  by or  against  Pledgor  any
petition  for  relief  under the  bankruptcy  laws of the  United  States now or
hereafter in effect or under any insolvency,  readjustment of debt,  dissolution
or  liquidation  law or statute of any  jurisdiction  now or hereafter in effect
(whether at law or in equity);  or any petition or  application  to any court or
tribunal  at law or in  equity  shall  be filed by or  against  Pledgor  for the
appointment of a receiver or trustee for Pledgor or any  substantial  portion of
Pledgor's property;

             7.2  Remedies.  In case an  Event of  Default  shall  occur  and be
continuing,

                  (a) All of the  liabilities of Pledgor shall, at the option of
the Pledgee,  without  notice,  become  immediately  due and payable and Pledgee
shall thereupon have all rights and remedies provided hereunder and in any other
document between Pledgor or Pledgee or otherwise available at law or in equity;

                  (b) Pledgee shall have the right immediately,  without further
action  due  by  it,  to set  off  against  the  liabilities  any  indebtedness,
liabilities or obligations of Pledgee in any capacity to Pledgor  whether or not
then due, and Pledgee shall be deemed to have exercised its right of set off and
to have  made  such a charge  against  any such  indebtedness,  liabilities,  or
obligations  immediately  upon the  occurrence  of such an Event of Default even
though  such  charge  is made or  entered  on the  books of  Pledgee  subsequent
thereto;

                  (c) Pledgee  shall be entitled to exercise  all of the rights,
powers,  and remedies,  whether vested in it by this Pledge  Agreement,  another
document, or by law, including without limitation,  all rights and remedies of a
secured  party of a debtor in default  under the  Uniform  Commercial  Code (the
"Code")  in  effect  in the  State of  Mississippi  or under  other  law for the
protection and  enforcement of its rights with respect to the Collateral and the
collection  of the  liabilities  under  the  Debentures,  and  Pledgee  shall be
entitled  without  limitation,  to exercise the  following  rights which Pledgor
agrees to be commercially reasonable:

                      (i) To receive all  amounts  payable  with  respect to the
                  Collateral otherwise payable to Pledgor under Section 4;

                      (ii) To direct the Escrow Agent under the Escrow Agreement
                  to transfer all or any part of the  Collateral  into Pledgee's
                  name or the name of its nominee or nominees and to deliver the
                  same forthwith to Pledgee;

                      (iii)  To  exercise  all  voting  rights  as to all of the
                  shares of the  Collateral and all other  corporate  rights and
                  all  conversion,   exchange,  subscription  or  other  rights,
                  privileges  or  options  pertaining  thereto as if it were the
                  absolute owner thereof,  including,  without  limitation,  the
                  right  to  exchange  any or all of  the  Collateral  upon  the
                  merger,  consolidation,  reorganization,  recapitalization  or
                  other readjustment of the issuer thereof, or upon the exercise
                  by such issuer of any right,  privilege,  or option pertaining
                  to any of the  Collateral  and, in  connection  therewith,  to
                  deliver any of the  Collateral to any  committee,  depository,
                  transfer agent, registrar or other designated agency upon such
                  terms  and  conditions  as  it  may  determine,   all  without
                  liability except to account for property  actually received by
                  it, and to give all consents,  waivers,  and  ratifications in
                  respect of the  Collateral  and  otherwise to act with respect
                  thereto  as though it were the  outright  owner  thereof;  but
                  Pledgee  shall have no duty to exercise  any of the  aforesaid
                  rights, privileges or options and shall not be responsible for
                  any failure to do so or delay in so doing; and

                      (iv) At any time, and from time to time, to sell,  assign,
                  and deliver,  or to grant  options to purchase all or any part
                  of the  Collateral  in one or  more  parcels  or any  interest


                                       4
<PAGE>

                  therein,  at any  public or  private  sale,  at any  exchange,
                  broker's board,  or at any of Pledgee's  offices or elsewhere,
                  upon the  giving of at least ten (10)  calendar  days'  actual
                  notice of such proposed sale to Pledgor,  for cash, on credit,
                  or for  other  property,  for  immediate  or  future  delivery
                  without any  assumption of credit risk,  and for such price or
                  prices and on such terms as Pledgee in its absolute discretion
                  may determine  best, free of any right or equity of redemption
                  in  Pledgor  which  right or  equity of  redemption  is hereby
                  expressly waived and released.  Pledgee shall not be obligated
                  to make any sale of  Collateral  regardless  of notice of sale
                  having been  given.  Pledgee may adjourn any public or private
                  sale from time to time by  announcement  at the time and place
                  fixed  therefor,  and any such sale may,  without  any further
                  notice,  be made at the  time  and  place  to  which it was so
                  adjourned.  At any such sale,  unless prohibited by applicable
                  law,  Pledgee may bid for or  purchase  all or any part of the
                  collateral..

                  (d) Pledgor  recognizes that Pledgee may be unable to effect a
public sale of all or part of the  Collateral by reason of certain  prohibitions
contained in the  Securities Act of 1933, as amended,  other Federal  securities
laws and regulations,  and applicable state securities laws and regulations, but
may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obligated to agree, among other things, to acquire all or
a part of the Collateral for their own account,  for investment,  and not with a
view to the distribution or resale thereof.  If Pledgee deems it advisable to do
so for the  foregoing or for other  reasons,  Pledgee is authorized to limit the
prospective  bidders  on or  purchasers  of  any  of the  Collateral  to  such a
restricted  group of purchasers and may cause to be placed on  certificates  for
any and all of the Collateral a legend to the effect that the shares represented
by such  certificates have not been registered under the Securities Act of 1933,
as amended,  and may not be disposed of in violation of the  provisions  of such
Act, and to impose such other  limitations or conditions in connection  with any
such sale as Pledgee  deems  necessary or advisable in order to comply with such
Act or any other securities or other laws. Pledgor  acknowledges and agrees that
any private  sale so made may be at prices and on other terms less  favorable to
the Pledgor  than if such  Collateral  were sold at public sale and that Pledgee
has no  obligation to delay the sale of such  Collateral  for the period of time
necessary to permit the  registration  of such  Collateral for public sale under
any securities laws.  Pledgor agrees that a private sale or sales made under the
foregoing  circumstances  shall be deemed  to have  been made in a  commercially
reasonable  manner. If any consent,  approval,  or authorization of any Federal,
state, municipal or other governmental department, agency or authority should be
necessary to effectuate any sale or other disposition of the Collateral,  or any
partial sale or other  disposition of the Collateral  (other than a registration
under any applicable  securities law), Pledgor will execute all applications and
other  instruments  as may be  required in  connection  with  securing  any such
consent,  approval or authorization and will otherwise use reasonable commercial
efforts to secure same.

             7.3 Remedies  Cumulative.  All of the foregoing rights and remedies


                                       5
<PAGE>
may be exercised singly, or in combination, and shall be cumulative.

         8. Further Assurances. Pledgor agrees that it will join with Pledgee in
executing  without delay and without charge to Pledgee such documents as Pledgee
may deem  necessary or appropriate  to perfect and preserve  Pledgee's  security
interest in the  Collateral,  and agrees to do such  further acts and things and
promptly  to  execute  and  deliver  to  Pledgee  such  additional  conveyances,
assignments, stock powers, agreements, and instruments which Pledgee may require
or deem advisable to carry into effect the purposes of this Pledge  Agreement or
further to assure and confirm unto the Pledgee, its rights, powers, and remedies
hereunder.

         9. Termination. Whenever all amounts due under the Debentures have been
irrevocably  paid in full,  Pledgee shall  terminate this Pledge  Agreement upon
written notice to Pledgor and the Escrow Agent to terminate the escrow. Prior to
such termination, this Pledge Agreement shall be a continuing agreement in every
respect.

         10. Miscellaneous.

             10.1  Indulgences,  Etc.  Neither  the failure nor any delay on the
part of Pledgee to exercise any right,  remedy,  power or  privilege  under this
Pledge  Agreement  shall  operate as a waiver  thereof,  nor shall any single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

             10.2  Controlling  Law.  This Pledge  Agreement  and all  questions
relating  to  its  validity,   interpretation,   performance   and   enforcement
(including,  without limitation,  provisions concerning limitations of actions),
shall be governed by and construed in  accordance  with the laws of the State of
Mississippi, notwithstanding any conflict-of-laws doctrines of such jurisdiction
to the  contrary,  and  without  the  aid of any  canon,  custom  or rule of law
requiring construction against the draftsman.

             10.3  Notices.  All  notices  required  or  permitted  to be  given
hereunder shall be sent by certified  mail,  return receipt  requested,  or by a
nationally  recognized  courier  service (such as FedEx),  or by fax if promptly
confirmed by first class mail to the following respective addresses:



                    i)     If to Pledgee:




                                       6
<PAGE>

                           Roy Anderson Holding Corp.
                           11400 Reichold Road
                           Gulfport, MS  39503
                           Attention: President
                           Fax No. 228-896-4078


                    ii)    If to Pledgor:

                           Casino Resource Corporation
                           707 Bienville Boulevard
                           Ocean Springs, MS 39564
                           Attention: President
                           Fax No. 228-872-7728






In  addition,  notice by mail shall be given by airmail  if posted  outside  the
continental   United   States.   Any  party  may  alter  the  address  to  which
communications  or  copies  are to be sent by giving  notice  of such  change of
address in conformity  with the provisions of this Section 9.3 for the giving of
notice.

             10.4 Binding Nature of Agreement.  This Pledge  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives, successors and assigns.

             10.5  Execution  in  Counterparts.  This  Pledge  Agreement  may be
executed  in  counterparts,  each of which  shall be deemed to be an original as
against either party whose  signature  appears  thereon,  and all of which shall
together constitute one and the same instrument.  This Pledge Agreement shall be
binding when one or more  counterparts  hereof,  individually or taken together,
shall  bear  the  signatures  of both of the  parties  reflected  hereon  as the
signatories.

             10.6 Provisions Separable.  The provisions of this Pledge Agreement
are  independent  of and separable  from each other,  and no provision  shall be
affected or rendered invalid or unenforceable by virtue of the fact that for any
reason any other or others of them may be invalid or  unenforceable  in whole or
in part.

             10.7 Entire Agreement.  This Pledge Agreement, the Debentures,  the
Escrow Agreement, the Stock Option Agreement,  Stock Purchase Agreement, and the
Agreement  to Amend and  Restate  Debentures  contain  the entire  understanding
between  the parties  hereto with  respect to the  subject  matter  hereof,  and
supersede  all  prior  and   contemporaneous   agreements  and   understandings,
inducements or conditions, express or implied, oral or written, except as herein


                                       7
<PAGE>

and therein contained. The express terms hereof control and supersede any course
of  performance  and/or  usage of the trade  inconsistent  with any of the terms
hereof.  This Pledge  Agreement  may not be modified or amended other than by an
agreement in writing.

             10.8 Section Headings.  The Section and subsection headings in this
Pledge Agreement have been inserted for convenience of reference only; they form
no part of this Pledge Agreement and shall not affect its interpretation.

             10.9 Gender,  Etc. Words used herein,  regardless of the number and
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine; feminine or neuter,
as the context indicates is appropriate.

             10.10 Number of Days.  In computing the number of days for purposes
of this  Pledge  Agreement,  all days  shall be  counted,  including  Saturdays,
Sundays  and  Holidays;  provided,  however,  that if the  final day of any time
period  falls on a  Saturday,  Sunday  or  Holiday,  then the final day shall be
deemed to be the next day which is not a Saturday,  Sunday or  Holiday.  For the
purpose of this Pledge  Agreement,  (i) a "Holiday"  shall be deemed to be a day
other than a Saturday  or Sunday on which  national  banks with  branches in the
State of Mississippi are closed; and (ii) a "Business Day" shall be deemed to be
a day other than a Saturday, Sunday, or Holiday.

                    IN WITNESS  WHEREOF,  the parties  hereto have  executed and
delivered this Pledge Agreement on the day and year first above written.

Attest:                                   CASINO RESOURCE CORPORATION


_______________________________           By:_______________________________
                                                John J. Pilger, President

Attest:                                         ROY ANDERSON HOLDING CORP.

_______________________________           By:_______________________________
          Secretary                             Roy Anderson, III, President



                                       8