CONSULTING AGREEMENT

         THIS CONSULTING  AGREEMENT  ("Agreement") is made and entered into this
15th day of  February,  1998,  and shall  commence  on  February  15 1998 by and
between Casino Resource Corporation,  a Minnesota corporation with its principal
offices at 707 Bienville Boulevard, Ocean Springs, Mississippi,  39564 ("CRC" or
the "Company") and Noreen Pollman ("Consultant"),  an individual residing at 963
Riverview Drive, Biloxi, MS 39532.

1.       BACKGROUND


         The Company is engaged in the business of  developing  and  operating a
gaming enterprise as well as hotel and entertainment businesses.

         Consultant  has  extensive  experience  in  operating  CRC  businesses;
understands CRC contractual obligations,  and was instrumental in development of
ongoing CRC operating businesses up to and including 1998 operating proformas.

         NOW, THEREFORE,  in consideration of the above premises, and the mutual
covenants,  agreements and  representations  herein made, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, CRC and Consultant, intending to be legally bound, hereby agree as
follows:

1.       Term.  This  Agreement  shall be for a two (2) year term  renewing  for
         one-year terms  thereafter,  if such renewal is mutually agreed upon by
         CRC and the Consultant unless Agreement is sooner terminated by written
         notice as set out in Paragraph 9, or upon death of Consultant.

2.       Services.

         (a)      During the term of this Agreement,  Consultant shall render to
                  the Company such services of an advisory nature as the Company
                  reasonably  and in good  faith  requires  from time to time so
                  that  the  Company  may  have  the  benefit  of   Consultant's
                  knowledge, expertise, skills and experience. Such services may
                  include:  development,  review and implementation of operating
                  budgets  for the  Company;  provide  support  on  analysis  of
                  prospective  business  acquisitions;  maintain corporation and
                  subsidiary business records;  coordinate all legal activities;
                  coordinate  all  insurance  of  Corporation;   support  HR  of
                  Corporation,  (i.e.,  workers compensation  disputes,  workers
                  compensation  claims. And unemployment  compensation  claims);
                  review of financial  performance  of Company audit of same for
                  accuracy;  or other services as may be needed of Consultant by
                  CRC. (Collectively, the "Consulting Services.")

         (b)               Consultant  shall be available for advice and counsel
                  to the Officers of the Company and other employees  designated
                  by the Company by telephone,  letter, facsimile, or in person,
                  as may be required by the Company.  Consultant  shall consider
                  all  directions  and  instructions  given by the Company,  but
                  Consultant

<PAGE>

                  shall  independently  determine  the  time and  manner  of the
                  performance  of her  responsibilities  and  duties  hereunder,
                  provided  that  Consultant  commits  to  provide an average of
                  twenty-five  hours per week of services to the  Company,  such
                  hours to be supported by written documentation.  Company shall
                  pay Consultant all compensation due weekly and upon receipt of
                  written documented statement.

         (c)               The  Company  recognizes  the  Consultant  shall  not
                  devote her full business time to the  Consulting  Services and
                  that  the  Consultant  may  continue  to  participate  in  her
                  business interests,  and other consulting services, other than
                  as may be prohibited by or contrary to this Agreement.

         (d)               The Company and Consultant  may, in their  respective
                  sole  discretion,  agree to enter into  additional  agreements
                  with each other in connection  with other projects not set out
                  in  Paragraph  2a.  Other  Projects  shall  be  on  terms  and
                  conditions  which the Company and Consultant  mutually  agree,
                  i.e.  other Projects may include:  Director CRC;  Director CRC
                  Tunisia S.A (Whether these be elected or appointed positions.)

         (e)               The Company may request and the Consultant  agrees to
                  travel  with  respect  to  CRC  business  opportunities.   The
                  documented  costs for said  travel will be paid by the Company
                  as set forth in Paragraph 4.

3.       Compensation.

         a.                As  full  compensation  for all  Consulting  Services
                  rendered  hereunder,  Company agrees to pay Consultant  $67.00
                  per  hour.  Additionally,  Consultant  shall  be paid  $10,000
                  annually as Director CRC, pre-paid  quarterly;  and $10,000 US
                  as Director of CRC Tunisia  S.A. and if EBITA for Casino is 6%
                  of revenue or greater any fiscal year  Consultant will be paid
                  an additional $10,000 US no later than November 30 each year.

                  It is anticipated  Consultant will provide Consulting Services
                  at a rate which  will  average no more than 25 hours per week.
                  If work is available and Consultant is able to provide Company
                  with   additional   hours  weekly,   upon  Company's   request
                  Consultant  will provide  services  over 25 hours per week and
                  will be compensated accordingly.

         b.                Bonus:  CRC shall pay  Consultant a one time bonus of
                  up to $156,000 which shall be earned, upon Board approval,  as
                  follows: $15,000 per month, where Consultant provides services
                  beginning April 1998 through  September 30, 1998,  payable the
                  first of each  month,  which  moneys  shall  first  retire the
                  Consultant's  loan  obligation  including  interest  due  CRC.
                  Thereafter,  Consultant  will earn $66,000 October 1, 1998. In
                  the event of a Change of Control "COC" (as defined herein), on
                  termination  by CRC  or  Consultant  of  this  agreement,  all
                  remaining unearned bonus moneys will be paid within 10 days of
                  COC or termination date as a retirement bonus in consideration
                  of thirteen years of service.  All outstanding bonus money due
                  Consultant  October 1, 1998 will be 

                                      (2)

<PAGE>

                  paid, in cash or stock as mutually  agreed.  Cash and/or stock
                  bonus will be delivered in full on or before  12/31/99 or upon
                  COC or  termination,  whichever event comes first. In order to
                  determine the shares  delivered  hereunder the value per share
                  shall  equal the average of the  trailing 5 day closing  stock
                  price 10/1/98.  Company grants Consultant customary piggy-back
                  registration   rights  and  demand  registration  rights  with
                  respect  to such  shares  of stock  available  in 90 days with
                  written notice.

         c.                Provided  that  this  Agreement   remains  in  effect
                  through April 1, 1999, the parties acknowledge that Consultant
                  will be vested for her remaining  60,000 options as granted by
                  CRC Audit  Committee April 1997 under  shareholders'  approved
                  1997 Employee Stock Option Plan.

4.       Reimbursement  of Expense  and  Independent  Contractor  Benefits.  The
         Consultant is an independent contractor and as such shall be liable for
         her personal office expenses and personal self employment taxes (of any
         nature),  except that the Company shall  reimburse  Consultant  for all
         out-of-pocket pre-approved business travel expenses within five days of
         submission of invoice accompanied by receipts.

5.       Confidential  Information.  The Parties hereto  acknowledge that in the
         course of consulting for Company,  Company may provide  Consultant with
         certain  financial  and  other  information  concerning  its  business.
         Consultant acknowledges that such information, whether furnished before
         or after the date of this Agreement,  whether written or oral, together
         with any analyses, compilations, studies or other documents prepared by
         Company or its agents,  representatives,  or employees  regarding  such
         information,  is the sole  property of and is  confidential  to Company
         (hereinafter referred to as "Confidential Information").

6.       Limitation on Solicitation by Consultant. Consultant agrees that except
         in good faith  compliance with her duties hereunder as requested by the
         Company,  Consultant  shall not,  without the prior written approval of
         the Chairman of the Board:

         a.                Solicit additional  information regarding the Company
                  or its  business  from or  otherwise  contact  any  employees,
                  agents, or representatives of Company for a period of one year
                  from the termination of this Agreement.

         b.                Contact any customers,  visitors,  funding sources or
                  employees  of Company or any  governmental  agencies,  as they
                  concern Company,  or any of their respective  representatives,
                  regarding  the  business of  Company,  the  existence  of this
                  Agreement  or the  subject  matter  hereof for a period of one
                  year following the termination of this Agreement; or

         c.                During  the  term of and for a period  of  three  (3)
                  years  following  the  termination  date  of  this  Agreement,
                  solicit for employment or employ or otherwise contract for the
                  services  of any person who is now  employed  by Company in an
                  executive or supervisory position.

                                      (3)

<PAGE>

7.       Nondisclosure.  Consultant agrees to hold the Confidential  Information
         in strictest  confidence and to use the  Confidential  Information only
         for  purposes  of  rendering  her  services  to Company as set forth in
         Paragraph 2 above.

8.       Exceptions  to   Nondisclosure.   The   nondisclosure   obligations  of
         Consultant set forth under  Paragraph 7 of this Agreement  shall not be
         deemed to  restrict  the use and/or  disclosure  by  Consultant  of any
         Confidential Information which:

         a.       Is or  becomes  publicly  known or within  the  public  domain
                  without the breach of this  Agreement by Consultant or persons
                  permitted to receive such information  pursuant to Paragraph 7
                  or above; or

         b.       Is disclosed to  Consultant by a third person who is not under
                  an obligation of confidence to Company.

9.       Termination.  This  Consulting  Agreement  may be  cancelled  by CEO or
         Chairman of the Board upon the  expiration  of the initial term of this
         Agreement, which expiration date is February 2, 2000, provided that the
         CEO or Chairman has provided Consultant 90 days prior written notice of
         his  intent  to  terminate  the  Agreement,   or  as  mutually  agreed.
         Notwithstanding   the   foregoing,   the  Company  may   terminate  the
         Consultant's  Agreement for "Cause" which shall mean (i) Consultant had
         theretofore  been  convicted by any federal,  state or local  authority
         for, or pleaded  guilty to, an act  constituting  a felony,  or (ii) a)
         Consultant has committed material acts of fraud, material dishonesty or
         gross  misconduct;  or b) has  repeatedly  and  willfully  failured  or
         refused  to  perform  her  material  duties as  delineated  herein.  If
         termination for Cause by Company is pursued  pursuant to clause (ii)(b)
         of the preceding  sentence,  it shall be preceded by written  notice to
         Consultant  describing  the  specific  reasons  for  termination,   and
         Consultant  shall only be  terminated  if she fails to cure and correct
         problems  identified  during the 30-day  period  following  the date of
         written notice.

         Agreement will also terminate upon death of Consultant or if Consultant
         is unable to perform  functions for any  consecutive 120 day period due
         to illness.  This  agreement  will  terminate upon a "Change of Control
         Event." (See 9a.) Change of control is defined as:

         a.       The acquisition by an individual,  entity or group (within the
                  meaning of Section  13(d)(3)  or  14(d)(2)  of the  Securities
                  Exchange Act of 1934,  as amended,  (a "Person") of beneficial
                  ownership of 20% or more of either (i) the outstanding  shares
                  of stock of the Company or (ii) the  combined  voting power of
                  the then outstanding voting securities of the Company entitled
                  to vote generally in the election of directors; or

         b.       Any two or more  members  of the  staggered  Board of seven or
                  more Directors are removed  without the expressed  approval or
                  consent of the CEO and Chairman of the Board,  or where two or
                  more members of the Board assume  office as a result of either

                                      (4)
<PAGE>

                  an actual or  threatened  election  contest or other actual or
                  threatened solicitation of proxies; or

         c.       A  hostile  reorganization,   merger  or  consolidation  which
                  results from either an actual or threatened  election  contest
                  or actual or threatened solicitation of proxies; or

         d.       A complete  liquidation or dissolution of the Company,  or the
                  sale or other  disposition of all or substantially  all of the
                  assets of the  Company,  other  than to a  corporation;  which
                  liquidation,  sale or dissolution occurs as a result of either
                  actual or threatened solicitation of proxies or consents by or
                  on behalf of persons other than the incumbent Board.

         This  Agreement  may, at  discretion  of  Consultant  be  terminated by
         Consultant  providing  written  notice to  Company  upon any  Change of
         Control Event,  which notice will  automatically  trigger the following
         payments:

         I.       A.  Cash  payment  equal  to   Consultant's   average   annual
                  compensation  (calculated  over the  three  years  immediately
                  prior  to  a  Change  of  Control  event,   including   bonus)
                  multiplied by 2.9009

                  B. Such cash  payment  will be paid in lump sum  within 5 days
                  following termination of this Agreement.


                  C. Payment described in A shall be "grossed up" to reflect all
                  of Consultant's income tax liability following receipt of such
                  payment.


         II.      Stock:  Immediate vesting of all outstanding options which are
                  held by the Consultant  with three year  provision  maintained
                  for cash-less exercise


         III.     Company shall maintain Consultant's health and dental benefits
                  for a one year term at Consultant's expense.


10.      Remedies  Cumulative:  No Waiver.  No remedy conferred upon the Company
         and/or  Consultant by this Agreement is intended to be exclusive of any
         other remedy,  and each and every such remedy shall be  cumulative  and
         shall be in  addition to any other  remedy  given  hereunder  or now or
         hereafter  existing  at law or in equity.  No delay or  omission by the
         Company  and/or  Consultant  in exercising  any right,  remedy or power
         hereunder  or  existing  at law or in equity  shall be  construed  as a
         waiver thereof, and any such right, remedy or power may be exercised by
         the Company and/or  Consultant from time to time and as often as may be
         deemed  expedient or necessary by the Company and/or  Consultant in its
         sole discretion.

                                      (5)
<PAGE>

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

12.      Notices.   All   notices,   requests,   demands,   claims   and   other
         communications  hereunder  will be in  writing.  Any  notice,  request,
         demand,  claim, or other  communication  hereunder shall be deemed duly
         given if (and then two business days after) it is sent by registered or
         certified  mail,  return  receipt  requested,   postage  prepaid,   and
         addressed to the intended recipient as set forth in the first paragraph
         of this  Agreement.  Any party  hereto may also give  notice,  request,
         demand,  claim or other  communication  hereunder using any other means
         (including personal delivery, expedited courier and messenger service),
         but such notice,  request,  demand, claim, or other communication shall
         be deemed to have been duly given only if it is actually  received  (or
         if receipt is refused) by the party for whom it is intended.  Any party
         hereto may change their address upon written notice.

13.      Contents of Agreement:  Amendment and  Assignment.  This Agreement sets
         forth the entire understanding  between the parties hereto with respect
         to the subject matter hereof and supersedes and is instead of all other
         prior or contemporaneous,  written or oral,  arrangements regarding the
         same  subject  matter  between the  Consultant  and the  Company.  This
         Agreement cannot be changed, modified or terminated except upon written
         amendment  duly  executed by the parties  hereto.  All of the terms and
         provisions  of this  Agreement  shall be binding  upon and inure to the
         benefit of and be enforceable by the respective heirs, representatives,
         successors and assigns of the parties  hereto,  including any successor
         to the business of the Company (whether by merger, consolidation,  sale
         of  stock  or  assets  or  otherwise);   except  that  the  duties  and
         responsibilities  of the Consultant  hereunder are of a personal nature
         and shall be not be assignable in whole or in part by the Consultant.

14.      Indemnification. The Company shall indemnify you for Losses if you: (a)
         are not indemnified by another  organization  or employee  benefit plan
         for the same Losses, or have not otherwise received, or are entitled to
         receive, payment under any insurance policy, bylaw or otherwise for the
         same Losses; (b) acted in good faith; (c) received no improper personal
         benefit;  (d)  reasonably  believed  that the  conduct  was in the best
         interest of the Company; and (f) such indemnification is not prohibited
         by Section 302A.251, Subd. 4, Minnesota Statues.

                                      (6)
<PAGE>

         The term "losses," when use in this Agreement, shall mean:

         (a)      Expenses,  including reasonable  attorneys' fees and all other
                  reasonable costs,  expenses and obligations,  paid or incurred
                  by you in connection  with  defending  any civil,  criminal or
                  administrative  action  (an  "Action"),  including  any appeal
                  thereof;

         (b)      Judgments  against you in connection with or arising out of an
                  Action;

         (c)      Civil fines and penalties imposed on you in connection with or
                  arising out of an Action, including any appeal thereof; or

         (d)      Reasonable attorneys fees as a part of settlement or judgement
                  which are imposed on you in connection  with or arising out of
                  an Action, including any appeal thereof.

15.      Applicable Law. This Agreement shall be interpreted and construed under
         the internal  laws of the State of  Mississippi  without  regard to the
         conflict of laws provision of any state.

16.      Headings.  The various headings used in this Agreement are inserted for
         convenience  only  and  will  not in any  way  affect  the  meaning  or
         construction of this Agreement or any provision hereof.

17.      Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts,  each of which will be deemed an  original,  but all such
         counterparts together will constitute but one agreement.

18.      Legal Costs and Expenses.  Company shall bear all costs and expenses in
         connection with this  Agreement,  up to and including any and all costs
         to litigate  including  attorney's fees or other costs and expenses for
         enforcement of any provision  hereof including  enforcement  related to
         the  remittance of payments in the event of  termination  by Consultant
         upon a Change of Control Event.



                                      (7)

<PAGE>

         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
this date first written above.


                                   CASINO RESOURCE CORPORATION




                                   By: ________________________________________
                                       John J. Pilger, Chief Executive Officer





                                   By: ________________________________________
                                       Noreen Pollman




                                      (8)

<PAGE>


         2.       Exhibit I


Hourly consulting fee was calculated as follows:

                  $127,500          1997 wages

                  $  9,754          .0765 employer's shares

                  $  5,000          health insurance cost

These  expenditures  spread  over 48 work weeks (net of DTO) at an average of 45
hours per week equals $67.00 per hour.
                      ---------------


Generally  consultant  fees for piecework are 20% over wage. This contract gives
CRC the benefit of 1997 rate and does not reflect any increase.
                                      ---


                                      (9)
<PAGE>
                                   Exhibit II

         (i) Change of Control Events


The  Change  of  Control  Events  and  Golden   Parachutes  are  from  Executive
Compensation  Reports  published by Harcourt in 1995 and updated this January 1,
1998. The COC Events and Golden  Parachutes used in this document are an average
for "other executive" classes (non-CEO.) Change of Control protection has been a
critical issue for executives as the merging and acquisition  frenzy  continues.
Over 50% of corporations studied have Golden Parachutes in place for one or more
executives.  The Change of Control  Events  within this  contract  reflect those
corporate  trends as set out this January 1998 by ECR as gathered from published
corporate proxy statements.  Specifically,  the average buy-out trigger is 24.3%
of outstanding voting stock.  Average severance multiple is 2.8 with a median of
3.0.  Fifty-six  percent  (56%) of companies  provide  excise tax gross up under
parachutes,  which is up from a 45% average  reported in 1995.  I have  provided
pertinent excerpts from ECR compensation report for your review.


                                      (10)