ROBERT J. ALLEN
                                    AGREEMENT


         AGREEMENT  ("Agreement") by and between Casino Resource Corporation,  a
Minnesota  corporation  with its principal  offices at 707 Bienville  Boulevard,
Ocean Springs,  Mississippi,  39564 (the "Company"),  and Robert J. Allen,  Vice
President Entertainment, (the "Executive"), dated as of the 3rd of April, 1998.

         The Board of  Directors of the Company (the  "Board"),  has  determined
that it is in the best  interest of the Company and its  shareholders  to assure
that  the  Company  will  have  the  continued   dedication  of  the  Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in Section 2) of the Company.  The Board  believes it is  imperative  to
diminish the  inevitable  distraction of the Executive by virtue of the personal
uncertainties  and risks which may be created by a pending or threatened  Change
of Control,  and to encourage the  Executive's  full attention and dedication to
the Company  currently and in the event of any  threatened or pending  Change of
Control.  The Board also believes it is imperative to provide the Executive with
compensation and benefit  arrangements upon a Change of Control which ensure the
compensation and benefit expectations of the Executive will be satisfied and are
competitive with those of other corporations.  Therefore, in order to accomplish
these objectives the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

1.       Certain Definitions.

         a.       The  "Effective  Date"  shall mean the first  date  during the
                  Change of Control Period (as defined in Section 1(b)) on which
                  a Change of Control occurs.  Anything in this Agreement to the
                  contrary notwithstanding, if a Change of Control occurs and if
                  the  Executive's  employment  with the  Company is  terminated
                  prior to the date on which the Change of Control  occurs,  and
                  if it is reasonably  demonstrated  by the Executive  that such
                  termination  of  employment  (i) was at the request of a third
                  party who has taken steps reasonably  calculated to effect the
                  Change of Control or (ii) otherwise  arose in connection  with
                  or  anticipation  of the  Change  of  Control,  then  for  all
                  purposes of this Agreement the "Effective Date" shall mean the
                  date  immediately  prior  to the date of such  termination  of
                  employment.

         b.       The  "Change  of  Control   Period"   shall  mean  the  period
                  commencing  on  the  date  hereof  and  ending  on  the  third
                  anniversary  date  of  such  date;  provided,   however,  that
                  commencing  on the date one year after the date  hereof and on
                  each annual anniversary of such date, hereafter referred to as
                  "Renewal   Date,"  the  Change  of  Control  period  shall  be
                  automatically  extended  so as to  terminate  three years from
                  such  Renewal  Date,  unless at least sixty (60) days prior to
                  the Renewal  Date,  the  Executive or  corporation  shall give
                  notice  of its  determination  not to  extend  the  Change  of
                  Control Period.

2.       Change of Control. For purpose of this Agreement, a "Change of Control"
         shall mean:

                                      (1)
<PAGE>

         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  issued  and
                  outstanding  shares of common 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.       If any two or more  members  within a class  of the  staggered
                  Board of seven or more  Directors,  as constituted on the date
                  hereof,  are removed without the expressed approval or consent
                  of the  CEO  and  Chairman  of the  Board,  or if two or  more
                  members  of the Board  assume  office as a result of either 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, 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.

3.       Employment  Period. The Company hereby agrees to continue the Executive
         in its employ,  and the Executive hereby agrees to remain in the employ
         of the Company,  in  accordance  with this  Agreement and the terms and
         provision of this  Agreement  for a period  commencing on the Effective
         Date and ending on the third  anniversary of such date (the "Employment
         Period".)

4.       Terms of Employment.

         a.       Position and Duties.

         (i.)     During the  Employment  Period (a) the  Executive's  position,
                  authorities,  duties and  responsibilities of same shall be at
                  least  commensurate  in all  material  respects  with the most
                  significant of those held,  exercised and assigned at any time
                  during the 90-day period  immediately  preceding the Effective
                  Date and (b) the  Executive's  services  shall be performed at
                  the location  where the Executive  was employed  preceding the
                  Effective Date or at the headquarters of the Company.

         (ii.)    During the  Employment  Period,  and  excluding any periods of
                  vacation  and sick leave to which the  Executive  is entitled,
                  the  Executive  agrees to  devote  attention  and time  during
                  normal  business  hours to the  business  and  affairs  of the
                  Company and to discharge the responsibilities  assigned to the
                  Executive hereunder.

         b.       Compensation

                                      (2)
<PAGE>

         (i.)     Base Salary.  During the Employment Period the Executive shall
                  receive  an  "Annual  Base  Salary"  of  one  hundred  fifteen
                  thousand  five  hundred  dollars  ($115,500),  which is annual
                  salary currently paid to Executive and which sum shall be paid
                  on a bi-weekly  basis in the same manner as the wage  payments
                  of other Company employees.  During the Employment Period, the
                  Annual Base Salary shall increase each year based on increases
                  in the Consumer  Price Index.  Any increase in the annual base
                  salary shall not serve to limit or reduce any other obligation
                  to the Executive under this Agreement.


         (ii.)    Special  Bonus.  In  addition  to Annual Base Salary as herein
                  provided,  if Executive  remains  employed with the Company or
                  elects to provide  consulting  services to Company through the
                  first anniversary of the Effective Date, the Company shall pay
                  to the  Executive  a  "Special  Bonus" in  recognition  of the
                  Executive's  services during the one year period following the
                  Change of Control,  in cash, a sum equal to Executive's Annual
                  Base  Salary.  The  Special  Bonus shall be paid no later than
                  thirty days  following the first  anniversary of the Effective
                  Date.

         (iii.)   Incentive Savings and Retirement Plans.  During the Employment
                  Period,  the Executive shall be entitled to participate in all
                  incentive,  savings and retirement plans, practices,  policies
                  and programs  applicable  generally to other executives of the
                  Company and its  affiliated  companies,  but in no event shall
                  such  plans,  practices,  policies  and  programs  provide the
                  Executive with incentive  opportunities  less favorable in the
                  aggregate  than the most favorable of the same provided by the
                  Company for the  Executive in effect at any time during the 90
                  day period immediately preceding the Effective Date.

         (iv.)    Welfare  Benefit  Plans.  During  the  Employment  Period  the
                  Executive and/or the Executive's  family shall be eligible for
                  participation  in and shall receive benefit plans,  practices,
                  policies  and  programs   provided  by  the  Company  and  its
                  affiliates    including    without    limitation;     medical,
                  prescription,   dental,   disability,   salary   continuation,
                  employee life, group life and travel accident insurance to the
                  extent  applicable  generally to other peer  executives of the
                  Company.

         (v.)     Expenses. During the Employment Period, the Executive shall be
                  entitled to receive  prompt  reimbursement  for all reasonable
                  employment  expenses  incurred by the  Executive in accordance
                  with the most  favorable  policies,  practices and programs of
                  the Company and its  affiliates in effect for the Executive at
                  any time  during the 90-day pay period  immediately  preceding
                  the Effective Date.

         (vi.)    Office and Support  staff.  During the  Employment  Period the
                  Executive  shall be  entitled  to an office or  offices of the
                  size and with the  furnishings and other  appointments  and to
                  exclusive personal secretarial and other assistance,  at least
                  equal to the most  favorable of the  forgoing  provided to the
                  Executive by the Company at any time during the 90-day  period
                  preceding the Effective Date.

                                      (3)

<PAGE>

         (vii.)   Vacation. During the Employment Period, the Executive shall be
                  entitled  to  paid  vacation  in  accordance   with  the  most
                  favorable  plans,  policies,  programs  and  practices  of the
                  Company.

5.       Termination of Employment.

         a.       Death  or  Disability.   The  Executive's   employment   shall
                  terminate automatically upon the death of the Executive during
                  the  Employment   Period.   For  purposes  of  this  Agreement
                  "Disability"  shall mean the absence of the Executive from the
                  Executive's  duties  from the Company on a full time basis for
                  90 consecutive  business days as a result of incapacity due to
                  a mental or physical  illness  which is determined to be total
                  and   permanent  by  a  physician   selected  by  Company  and
                  acceptable   to  the  Executive  or  the   Executive's   legal
                  representative.

         b.       Cause.  The Company may terminate the  Executive's  employment
                  during the Employment  Period for Cause.  For purposes of this
                  Agreement,  "Cause" shall mean (i)  Executive had  theretofore
                  been convicted by any federal,  state or local  authority for,
                  or pleaded guilty to, an act  constituting  a felony,  or (ii)
                  Executive's  termination  was as a result of: a) material acts
                  of  fraud,   material   dishonesty  or  gross   misconduct  by
                  Executive;  or b) repeated  and willful  failure or refusal by
                  Executive to perform his material  duties as delineated in the
                  Executive  Employment  Agreement.  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 Executive
                  describing  the specific  reasons for  termination in order to
                  allow Executive the  opportunity to cure and correct  problems
                  identified  during  a  30-day  period  following  the  date of
                  written notice.

         c.       Without   Cause.   Executive  may  terminate  his   employment
                  hereunder,  without Cause,  provided  Executive first gives to
                  Company a written notice of intent to terminate (see (5)(d)).

         d.       Notice of  Termination.  Any  termination  by the  Company for
                  Cause,  or by  the  Executive  without  any  reason  shall  be
                  communicated  by a "Notice of  Termination" to the other party
                  hereto given in accordance with Section 11(b). For purposes of
                  this Agreement  "Notice of  Termination"  shall mean a written
                  notice which indicates the specific  termination  provision in
                  this Agreement relied upon.

6.       Obligations of the Company.

         a.       Executive   Termination  (for  other  than  Cause,   Death  or
                  Disability.)  If during the  Employment  Period the  Executive
                  shall terminate employment without reason:

                  i.       The Company  shall pay to the Executive in a lump sum
                           in cash within 30 days after the Date of Termination,
                           the aggregate of the following amounts:

                                      (4)
<PAGE>

                           A.       The sum of (1) the  Executive's  Annual Base
                                    Salary  through the Date of  Termination  to
                                    the  extent  not  therefore  paid,  (2)  the
                                    product of ("x") the  Highest  Annual  Bonus
                                    and ("y") a fraction, the numerator of which
                                    is the number of days in the current  fiscal
                                    year  through the Date of  Termination,  and
                                    the  denominator of which is 365 and (3) the
                                    Special  Bonus,  if  due  to  the  Executive
                                    pursuant to section  4(b)(iii) to the extent
                                    not    theretofore    paid   and   (4)   any
                                    compensation   previously  deferred  by  the
                                    Executive  and any accrued  vacation pay, in
                                    each case to the extent not theretofore paid
                                    (the sum of the amounts described in 1, 2, 3
                                    and 4 shall refer to "Accrued Obligations");
                                    and

                           B.       The  amount   (hereafter   referred   to  as
                                    "Severance  Amount")  which  shall equal the
                                    product of 2.99 multiplied by the sum of the
                                    Executive's   Annual  Base   Salary,   which
                                    product  shall  be  reduced  by the  present
                                    value (determined  under Section  280G(d)(4)
                                    of the  Internal  Revenue  Code  of  1986 as
                                    amended ("the Code")); and

                           C.       A separate lump sum supplemental  retirement
                                    benefit  payable under  Retirement  Plan and
                                    Supplemental  Retirement  Plan (SERP) of the
                                    Company providing benefits for the Executive
                                    which the  Executive  would  receive  if the
                                    Executive's   employment  continued  at  the
                                    compensation  level  provided for in section
                                    4(b)(i) and  4(b)(ii)  for the  remainder of
                                    the Employment Period,  assuming the accrued
                                    benefits are fully vested; and

                           D.       Any payment made to the  Executive  pursuant
                                    to this Agreement, which shall be disallowed
                                    in whole or in part by the Internal  Revenue
                                    Service,   shall   be   reimbursed   by  the
                                    Executive  to the Company to the full extent
                                    of the disallowance.

                  ii.      For the remainder of the Employment  Period,  or such
                           longer  period  as any  plan,  program,  practice  or
                           policy  may  provide,   the  Company  shall  continue
                           benefits  to the  Executive  and/or  the  Executive's
                           family at least  equal to those which would have been
                           provided  to  them  in  accordance  with  the  plans,
                           programs, practices and policies described in Section
                           4(b)(v).  For purposes of determining  eligibility of
                           the Executive for retiree  benefits  pursuant to such
                           plans,   practices,   programs  and   policies,   the
                           Executive   shall  be  considered  to  have  remained
                           employed until the end of the  Employment  Period and
                           to have retired on the last day of such period.

                  iii.     To the extent not theretofore  paid or provided;  the
                           Company  shall timely pay or provide to the Executive
                           any other amounts or benefits  required to be paid or
                           provide or which the Executive is eligible to receive
                           pursuant  to  this  Agreement  and  under  any  plan,
                           program,  practice or policy or contract or agreement
                           of the Company and its affiliated companies.

                                      (5)
<PAGE>

         b.       Death. If the  Executive's  employment is terminated by reason
                  of the Executive's  death during the Employment  Period,  this
                  Agreement shall terminate  without further  obligations to the
                  Executive's legal representatives under this Agreement,  other
                  than  for   payment   of  Accrued   Obligations,   payable  to
                  Executive's  estate  in a lump sum in cash  within  30 days of
                  Date of Termination  and the timely payment of Welfare Benefit
                  Continuation  and Other  Benefits  and a lump sum cash payment
                  within  30  days  of  termination  the  Severance  Amount  and
                  Supplemental Retirement Amount (SERP).

         c.       Disability.  If the  Executive's  employment  is terminated by
                  reason of Executive's Disability during the Employment Period,
                  this Agreement shall terminate  without further  obligation to
                  the  Executive  other than (i)  payment of Accrued  Obligation
                  within 30 days of  Termination  Date and the timely payment of
                  the Welfare Benefit  Continuation  and Other Benefits and (ii)
                  payment to the Executive in cash within 30 days of termination
                  an  amount  equal to the  greater  of a lump sum of  Severance
                  Amount and Supplemental Retirement Amount (SERP).

         d.       Cause. If the  Executive's  employment is terminated for Cause
                  during the Employment  Period,  this Agreement shall terminate
                  without  further  obligation  to the  Executive  other than an
                  obligation to pay to the Executive  Annual Base Salary through
                  the  Date of  Termination  plus  any  amount  of  compensation
                  previously deferred by the Executive to the extent theretofore
                  unpaid.

7.       Non-exclusivity  of Rights.  Except as provided in Sections  6(a) (ii),
         6(b) and 6(c)  nothing  in this  Agreement  shall  prevent or limit the
         Executive's  continuing or future  participation in any plan,  program,
         policy or practice  provided  by the  Company or any of its  affiliated
         companies and for which the Executive may qualify,  nor shall  anything
         herein limit or otherwise  affect such rights as the Executive may have
         under  any  contract  or  agreement  with  the  Company  or  any of its
         affiliated  companies.  Amounts which are vested  benefits or which the
         Executive  is  otherwise  entitled to receive  under any plan,  policy,
         practice  or program of or any  subsequent  to the Date of  Termination
         shall be payable in  accordance  with such plan,  policy,  practice  or
         program or contract or agreement except as explicitly  modified by this
         Agreement.

8.       Full Settlement; Resolution of Disputes.

         In no event shall the  Executive be obligated to seek other  employment
         or take any other action by way of mitigation of the amounts payable to
         the Executive under any of the provisions of this Agreement and, except
         as  provided in Section  6(a)(ii),  such  amounts  shall not be reduced
         whether or not the  Executive  obtains  other  employment.  The Company
         agrees to pay  promptly as  incurred,  to the full extent  permitted by
         law, all legal fees and expenses  which the  Executive  may  reasonably
         incur as a result of any contest by the Company or the Executive  where
         the Company is found at fault.

9.       Dispute.  In the event of a dispute  as to whether a  violation  of any
         provision of the Agreement has occurred, or to enforce any provision of
         this  Agreement,  all such  disputes  shall  be  submitted  to  binding
         arbitration before the American Arbitration Association in Mississippi,
         in accordance with the commercial rules of the body, and the prevailing
         party  

                                      (6)
<PAGE>

         shall be entitled to reasonable costs and attorneys fees.  Judgement on
         the award rendered by the arbitrator may be entered in any court having
         jurisdiction thereof.

10.      Certain Additional Payments by the Company.

         Anything in this  Agreement  to the  contrary  notwithstanding,  in the
         event it shall be determined  that any payment or  distribution  by the
         Company to or for the  benefit of the  Executive  ("Payment")  would be
         subject to the Excise Tax  (imposed by Section 4999 of the Code) or any
         interest or  penalties  are incurred by the  Executive  with respect to
         such Excise Tax such total  amount paid by the  Executive  of all taxes
         including  without  limitation  income taxes and interest and penalties
         thereto  and any  additional  Excise Tax  imposed  upon the  additional
         payment under this section, the Executive will be reimbursed in full by
         Company an amount equal to Excise Tax and other taxes imposed.

         Any  payment  under this  section  shall be paid by the  Company to the
         Executive within 5 days of receipt of a determination by Executive that
         a payment  is due.  If the  Company  determines  that no Excise  Tax is
         payable by the Executive it shall furnish the Executive  with a written
         opinion, by an independent Certified Public Accountant, that failure to
         report the Excise Tax on the Executive's  applicable federal income tax
         return  would  not  result  in  the   imposition  of  a  penalty.   Any
         determination  by any taxing  authority  to the  contrary  which  would
         require  payment of an Excise Tax or other tax payment will be remitted
         in full by Company within 10 business days after Executive has provided
         Company with written  claim,  nature of claim,  and date claim is to be
         paid.

11.      Successors.

         a.       This  Agreement is personal to the  Executive  and without the
                  prior  written  consent of the Company shall not be assignable
                  by the Executive otherwise than by will or the laws of descent
                  and distribution. This Agreement shall inure to the benefit of
                  and be enforceable by the Executive's legal representatives.

         b.       This  Agreement  shall  inure to the benefit of and be binding
                  upon the Company and its successors and assigns.

         c.       The Company  will  require any  successor  (whether  direct or
                  indirect, by purchase, merger,  consolidation or otherwise) to
                  all or substantially  all of the business and/or assets of the
                  Company  to  assume   expressly  and  agree  to  perform  this
                  Agreement  in the same  manner and to the same extent that the
                  Company would be required to perform it if no such  succession
                  had taken place.  As used in this  Agreement,  "Company" shall
                  mean, the Company as hereinbefore defined and any successor to
                  its  business  and/or  assets as aforesaid  which  assumes and
                  agrees to perform  this  Agreement  by  operation  of law,  or
                  otherwise.

12.      Miscellaneous.

                                      (7)

<PAGE>

         a.       This   Agreement   shall  be  governed  by  and  construed  in
                  accordance with the laws of the State of Mississippi,  without
                  reference to principles  of conflict of laws.  The captions of
                  this Agreement are not part of the provisions hereof and shall
                  have no force or effect.  This Agreement may not be amended or
                  modified otherwise than by a written agreement executed by the
                  parties  hereto  or  their  respective  successors  and  legal
                  representatives.

         b.       All notices  and other  communications  hereunder  shall be in
                  writing and shall be given by hand delivery to the other party
                  or by registered or certified mail, return receipt  requested,
                  postage prepaid, addressed as follows:

                  If to the Executive:       Robert J. Allen
                                             13828 East El Bonito Drive
                                             Ocean Springs, MS 39564

                  If to the Company:         Casino Resource Corporation
                                             707 Bienville Blvd.
                                             Ocean Springs, MS 39564

                  or to such other address as either party shall have  furnished
                  to the other in writing  in  accordance  herewith.  Notice and
                  communication shall be effective when actually received by the
                  addressee.

         c.       The  invalidity or  unenforceability  of any provision of this
                  Agreement shall not affect the validity or  enforceability  of
                  any other provision of this Agreement.

         d.       The Company may withhold  from any amounts  payable under this
                  Agreement  such  federal,  state  or  local  taxes as shall be
                  required to be  withheld  pursuant  to any  applicable  law or
                  regulation.

         e.       The Executive and the Company  acknowledge that, except as may
                  otherwise  be  provided  under  any  other  written  agreement
                  between the Executive and the Company,  the  employment of the
                  Executive  by the  Company  is "at  will"  and,  prior  to the
                  Effective  Date,  may be terminated by either the Executive or
                  the Company at any time.  Moreover,  if prior to the Effective
                  Date, the Executive's  employment with the Company terminates,
                  then the  Executive  shall have no further  rights  under this
                  Agreement.

                                      (8)

<PAGE>

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization form its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.



                                                     ___________________________
                                                     Robert J. Allen
                                                     Casino Resource Corporation


                                                     ___________________________
                                                     By


                                      (9)