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                                        LEASE


     This lease is made between Security Financial Services, L.L.C, herein 
called Lessor, and Casino Resource Corporation, herein called Lessee.

     Lessee hereby offers to lease from Lessor the premises situated in the 
City of Ocean Springs, County of Jackson, State of Mississippi, described as 
the land and building depicted in Exhibit "A", upon the following terms and 
conditions:

     1. TERM AND RENT.  Lessor demises the above premises for a term of five 
(5) years, commencing May 15, 1997 and terminating on May 14, 2002, or sooner 
as provided herein at the annual rental of Seventy-three Thousand Five 
Hundred and no/100 ($73,500.00) payable in equal monthly installments.  Upon 
the execution of this lease, Lessee will tender 1 1/2 months rent which shall 
be credited to the first 1 1/2 months rent.  Thereafter, each month's rent 
shall be due in advance on the first day of each month for that month's 
rental, but no later than the seventh day.

       The rent which Lessee agrees to pay Lessor during the basic term shall 
be adjusted up to the amount determined through multiplying the annual rental 
paid for the first lease year by a percentage equal to the percentage 
increase in the Consumer Price Index for the United States as published by 
the Bureau of Labor Statistics, U.S. Department of Labor, or its successor 
index, on the next ensuing year anniversary date of this lease.  However, 
both parties agree to an annual cap of five (5 %) percent.

     2. USE.  Lessor warrants that the Lessee shall receive quiet use ad 
enjoyment of the leasehold premises.  Lessee shall use and occupy the 
premises for its corporate offices.  Lessor represents that the premises may 
lawfully be used for such purpose.

     3. CARE AND MAINTENANCE OF PREMISES.  Lessee acknowledges that the 
premises are in good order and repair, unless otherwise indicated herein. 
Lessee shall, at his own expense and at all times, maintain the premises in 
good and safe condition, including plate glass, electrical wiring, plumbing 
and heating installations and any other system or equipment upon the 
premises, and shall surrender the same at termination hereof, in as good 
condition as received normal wear and tear excepted.  Lessee shall he 
responsible for all repairs required, excepting the roof, exterior walls, and 
structural foundations. Lessee shall be the beneficiary of all guarantees and 
warranties issued to Lessor and Lessor shall perfect same.

     4. ALTERATIONS.  Lessee may make alterations on the interior with 
Lessor's written permission.  Such approval shall not be unreasonably 
withheld.

     5. ORDINANCES AND STATUTES.  Lessee shall comply with all statutes, 
ordinances and requirements of all municipal, state and federal authorities 
now in force, or which may hereafter be in force, pertaining to the premises, 
occasioned by or affecting the use thereof by Lessee, as long

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as Lessee is able to quietly enjoy premises.  Lessor warrants that he is not 
aware of any special assessments or requirements imposed by any agency that 
he has not disclosed in writing to Lessee (see Exhibit "B").

     6. ASSIGNMENT AND SUBLETTING.  Lessee shall have the right to assign 
this lease or sublet any portion of the premises, but shall at all times be 
responsible for lease.

     7. UTILITIES.  All applications and connections for necessary utility 
services on the demised premises shall be made in the name of Lessee only, 
and Lessee shall he solely liable for utility charges as they become due, 
including those for sewer, water, gas, electricity and telephone services.

     8. POSSESSION.  Lessee shall not be liable for any rent until possession 
is delivered.  Lessee may terminate this lease if possession is not delivered 
within 20 days of the commencement of the term hereof.  Lessee shall conduct 
a walk through with Lessor on or before May 15, 1997, to go over completed 
checklist which Lessor and his contractor agreed to complete at Lessor's 
expense.

     9. INSURANCE.  It shall be the obligation of Lessor to insure the 
improvements on the leased premises against loss or damage by fire, windstorm 
or other casualty as he deems appropriate.  Any amounts which may become 
payable under said policies of insurance shall be the sole property of 
Lessor, and Lessee hereby waives any and all claims he may have to said 
insurance proceeds. However, Lessor shall make all appropriate repairs to the 
building, as the Lessee deems appropriate, from any casualty.

     It shall be the obligation of Lessee to obtain insurance against 
liability for bodily injury for Lessee's lease of Lessor's premises, in 
amounts of not less than One Million and no/100 ($1,000,000.000) Dollars, and 
Lessor shall be named as an additional insured with evidence of such 
insurance being in force during this lease and provided by Lessee to Lessor.

     It shall be the obligation of Lessee to insure their inventory, any 
property, all goods ad chattels inside the leased premises against loss or 
damage as Lessee deems appropriate.   Any amounts which may become payable 
under said policies of insurance shall be the sole property of Lessee, and 
Lessor hereby waives any and all claims he may have to said insurance 
proceeds relating to Lessee's inventory, property, goods and chattels.

     10. INDEMNIFICATION.  Lessee covenants and warrants that it will 
indemnify Lessor and save Lessor harmless from any and all claims, damages, 
liabilities, and expense by Lessee, its agents, servants, employees, third 
persons caused from loss of life, personal injury, damage to property or any 
other loss arising (a) out of any occurrence in or at the leased premises, or 
the occupancy of use by Lessee occurring at any time during this lease or 
extension thereof; (b) out of any at of omission of Lessee, its employees, 
servants, agents or concessionaires.  If Lessor should be made a party to any 
litigation commenced by or against Lessee, Lessee shall protect, indemnify, 
and hold Lessor harmless and pay all costs, expenses, and reasonable 
attorney's fees that may be incurred or paid by

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Lessor in enforcing the covenants and conditions of this agreement.  There is 
by agreement, specifically excluded from this hold harmless and indemnity 
clause all claims, actions, expenses and damages for loss of life, personal 
injury, damage to property or other loss arising out of any act or omission 
of Lessor, its agents, servants, and employees.

     11. EMINENT DOMAIN.  If the premises or any part thereof or any estate 
therein, or any other part of the building materially affecting Lessee's use 
of the premises, shall be taken by eminent domain, this lease shall terminate 
on the date when title vests pursuant to such taking.  The rent, and any 
additional rent, shall be apportioned as of the termination date, and any 
rent paid for any period beyond that date shall be repaid to Lessee.  Lessee 
shall not be entitled to any part of the award for such taking or any payment 
in lieu thereof but Lessee may file a claim for any taking of fixtures and 
improvements owned by Lessee, and for moving expenses.

     12. DESTRUCTION OF PREMISES.  In the event of a partial destruction of 
the premises during the term hereof from any cause, Lessor shall forthwith 
repair the same, provided that such repairs can be made within sixty (60) 
days under existing governmental laws and regulations, but such partial 
destruction shall not terminate this lease, except that Lessee shall be 
entitled to a proportionate reduction of rent while such repairs are being 
made, based upon the extent to which the making of such repairs shall 
interfere with the business of Lessee on the premises.  If such repairs 
cannot be made within said sixty (60) days, Lessor, at his option may make 
the same within a reasonable time, this lease continuing in effect with the 
rent proportionately abated as a foresaid, and in the event that Lessor shall 
not elect to make such repairs which cannot be made within sixty (60) days, 
this lease may be terminated at the option of either party.  In the event 
that the building in which the demised premises may be situated is destroyed 
to an extent of not less than one-third of the replacement costs thereof 
Lessor may elect to terminate this lease whether demised premises be injured 
or not.  A total destruction of the building in which the premises may be 
situated shall terminate this lease.

     13. LESSOR'S REMEDIES ON DEFAULT.  If Lessee defaults in the payment of 
rent, or any additional rent, or defaults in the performance of any of the 
other covenants or conditions hereof, Lessor may give Lessee notice of such 
default and if Lessee does not cure any such default within five (5) days, 
after the giving of such notice (or if such other default is of such nature 
that it cannot be completely cured within such period, if Lessee does not 
commence such curing within such five (5) days and thereafter proceed with 
reasonable diligence and in good faith to cure such default), then Lessor may 
terminate this lease on not less than five (5) days' notice to Lessee.  On 
the date specified in such notice the term of this lease shall terminate, and 
Lessee shall then quit and surrender the premises to Lessor, but Lessee shall 
remain liable as hereinafter provided.  If this lease shall have been so 
terminated by Lessor, Lessor may at any time thereafter resume possession of 
the premises by any lawful means and remove Lessee or other occupants and 
their effects.   No failure to enforce any term shall be deemed a waiver.

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     If the premises shall be abandoned during the term or if Lessee shall be 
evicted from said premises by summary proceedings or otherwise, or in the 
event of the commencement of any bankruptcy proceedings by or against Lessee 
which are not discharged or dismissed within thirty (30) days, or upon the 
happening of any event of default as provided above, Lessor may at its 
election terminate this lease (in which event Lessor shall be entitled to 
recover damages for any such default), or Lessor may reenter the same by 
force or otherwise, without being liable for prosecution therefor, and may 
re-let the premises at any time as agent of Lessee, applying any monies 
collected first to costs, fees and expenses of collecting, then to the 
expense of obtaining possession, then to the payment of the rent and all 
other sums owing and to become owing Lessor and paying any surplus thereof to 
Lessee; and such reentry and re-letting shall not discharge Lessee from 
liability for rent or from any other covenant of this lease by Lessee to be 
kept and performed.

     14. TAXES AND ASSESSMENTS.  In the event there is any increase during 
any year of the term of this lease in the City, County or State real estate 
taxes over and above the amount of such taxes assessed for the tax year 
during which the term of this lease commences, whether because of increased 
rate or valuation, Lessee shall pay to Lessor upon presentation of paid tax 
bills an amount equal to 100% of the increase in taxes upon the land and 
building in which the leased premises are situated.  In the event that such 
taxes are assessed for a tax year extending beyond the term of the lease, the 
obligation of Lessee shall be proportionate to the portion of the term 
included in such year.  Lessor shall be required to fund any special 
assessments levied on the building by County, City or State governments.  
Lessee agrees to pay all city and county ad valorem taxes.

     15. ATTORNEY'S FEES.  In case suit should be brought for recovery of the 
premises, or any sum due hereunder, or because of any act which may arise out 
of the possession of the premises, by either party, the prevailing party 
shall be entitled to all costs incurred in connection with such action 
including reasonable attorney's fees.

     16. NOTICES.  Any notice which either party may, or is required to give, 
shall be given by mailing the same, postage prepaid, to Lessee at the 
premises, or Lessor at the address shown below, or at such other places as 
may be designated by the parties from time to time.

     17. HEIRS, ASSIGNS, SUCCESSORS.  This lease is binding upon and inures 
to the benefit of the heirs, assigns, and successors in interest to the 
parties.

     18. OPTION TO RENEW.  Lessee shall have four five-year options to renew 
the lease commencing at the expiration of the initial lease term. All of the 
terms and conditions of the lease shall apply during the renewal terms. The 
options shall be exercised by written notice given to Lessor not less than 
ninety (90) days prior to the expiration of the initial lease term.

     19. SUBORDINATION.  Lessor warrants and represents that there are no 
mechanics' liens or

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any other liens that the leasehold premises is subject to.

     20. SPECIAL CONDITIONS.  Lessor shall provide a Five Hundred and no/100 
($500.00) Dollar credit for missing light fixtures.  Lessee will purchase one 
(1) fire proof filing cabinet for One Hundred and no/100 (100.00) Dollars. 
Lessee shall purchase one (1) antique mantel for Two Hundred and no/100 
($200.00) Dollars.  Any changes or alterations to the original design as 
disclosed by Lessor shall be paid for by Lessee.

     21. ASSIGNMENT OF LEASE.  Lessor has the right to assign this lease.

     22. OTHER CONDITIONS.  If any.  If none, so state.

     23. ENTIRE AGREEMENT.  The foregoing constitutes the entire agreement 
between the parties and may be modified only by a writing signed by both 
parties.  The following Exhibits, if any, have been made a part of this lease 
before the parties' execution hereof.

Signed MI      day of May, 1997.

CASINO RESOURCE CORPORATION,       SECURITY FINANCIAL SERVICES, L.L.C.,
Lessee                             Lessor



By: /s/ John J. Pilger             By: /s/ Harry Geller
    ----------------------------       ----------------------------
John J. Pilger, CEO                Harry Geller, President


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