EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT  AGREEMENT  ("Agreement"),  is dated as of January 7, 2000
and is  effective  as of  September  21, 1999 (the  "Effective  Date"),  between
LOUISIANA CASINO CRUISES,  INC., a Louisiana  corporation  (the "Company"),  and
DALE A. DARROUGH (the "General Manager").

      WHEREAS,  the Company  owns and  operates a riverboat  gaming  facility in
Baton Rouge, Louisiana (the "Casino Rouge");

      WHEREAS,  the  Company  desires to employ the  General  Manager as General
Manager of the Casino Rouge and for such other matters as the parties may agree;
and

      WHEREAS,  the General Manager  desires to be employed by the Company,  all
upon the terms and subject to the conditions set forth in this Agreement;

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth in this  Agreement,  the  Company  and the  General  Manager  agree as
follows:

      1. The Company  shall employ the General  Manager as its General  Manager,
and the General  Manager  agrees to be so employed,  on the terms and subject to
the conditions set forth in this Agreement, for an initial term commencing as of
the  Effective  Date and ending on  September  21, 2001 (the  "Original  Term");
provided,  however,  that this Agreement shall renew for an additional period of
two (2) years at General  Manager's  option if he elects so in writing  prior to
ninety (90) days from the expiration of the Original Term. The Original Term and
the Extended Term shall be collectively referred to hereinafter as the "Term".

      2.        Services.

           2.1  Office and  Duties.  The  General  Manager  shall  report to the
Executive Committee of the Company (the "Executive Committee"). During the Term,
the General Manager shall serve as General Manager of the Casino Rouge with such
duties,  authority and  responsibility  as are commensurate  with such position,
including,  without  limitation,  responsibility for reviewing and enhancing the
profitability  and  quality  of  service  of Casino  Rouge's  casino  and gaming
business,  subject to oversight and direction of the Executive Committee and the
Board of Directors of the Company.  The General Manager shall have all the power
and authority necessary to fulfill and discharge his duties and responsibilities
hereunder  and  shall  abide by any  lawful  directions  given by the  Executive
Committee.  Notwithstanding  the  foregoing,  the General  Manager shall not, in
connection with his employment hereunder,  cause or permit the Company or any of
its subsidiaries to enter into any agreement, commitment or arrangement with, or
pay any fees or other  amounts  to any  person or entity  not  dealing  at arm's
length with the General  Manager  without  first  disclosing  the nature of such
relationship to the Executive Committee and obtaining the prior written approval
of the Executive  Committee to any such  agreement,  commitment,  arrangement or
payment.  The General Manager shall be responsible  for such  additional  duties
commensurate  with his position and which are not materially  inconsistent  with
the foregoing as may be reasonably  determined by the Executive  Committee  from
time to time.

           2.2  Best  Efforts.  During  the  Term,  the  General  Manager  shall
diligently and competently devote the General Manager's best efforts,  full time
and energies  during  business hours to the business and affairs of Casino Rouge
and shall use his best efforts, skills and abilities to promote the interests of
Casino Rouge and otherwise to discharge his obligations under this Agreement.


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3.      Compensation.

           3.1 Salary.  During the first year of the Original  Term, the General
Manager shall receive a base salary of $250,000,  payable in accordance with the
Company's  normal  payroll   practices  and  subject  to  applicable  taxes  and
withholdings.  During the second year of the Original Term, the General  Manager
shall  receive a base  salary  not less than  $275,000.  During  any year of the
Extended Term, the General Manager's salary shall be determined by the Executive
Committee in its sole and absolute discretion (collectively, "Base Salary").

           3.2 1999 Bonus.  In addition to the Base Salary  described in Section
3.1 above,  the Company  shall also pay the  General  Manager a bonus for fiscal
year ending  November 30, 1999 (the "1999  Bonus") in an amount to be determined
by the Executive Committee but which shall not be less than $75,000. The Company
will pay the General  Manager $25,000 of the 1999 Bonus as of the Effective Date
with the  remainder of the 1999 Bonus paid on or before  December 15, 1999.  Any
bonus  during the  remainder  of the Term will be  determined  by the  Executive
Committee in its sole and absolute discretion.

           3.3 Reinstatement  Bonus. In addition to the Base Salary and the 1999
Bonus described in Sections 3.1 and 3.2 above,  respectively,  the Company shall
also pay the General Manager a one-time reinstatement bonus of $25,000 which was
paid on the Effective Date.

           3.4  Moving  Expenses.  The  General  Manager  shall be  entitled  to
reimbursement  from  the  Company  in an  amount  not to  exceed  $5000  for any
reasonable   out-of-pocket  expenses  as  a  result  of  the  General  Manager's
relocation from Shreveport, Louisiana.

      4.   Reimbursement of Expenses; Benefits.

           4.1 Automobile;  Country Club Membership.  The Company recognizes the
General  Manager's need for an automobile for business  purposes.  In connection
with the General Manager's performance of his duties hereunder, during the Term,
the  Company  shall  provide  the  General  Manager  with a  monthly  automobile
allowance  of  $600.00;  provided  that the  General  Manager  shall  have  sole
responsibility  for  the  General  Manager's  automobile,   including,   without
limitation,  all fuel,  maintenance and insurance expenses associated therewith.
The Company shall also reimburse the General Manager for all reasonable dues and
expenses  relating to the Company's  membership (of which the General Manager is
permitted to use) at each of the Country Club of Louisiana,  the University Club
and the  Camelot  Club.  The Company  shall  reimburse  the  General  Manager in
accordance  with the  provisions  of  Section  4.2  below  for all dry  cleaning
expenses  reasonably  and  necessarily   incurred  by  the  General  Manager  in
connection with his duties herewith.

           4.2  Reimbursement  of  Expenses.   Upon  submission  of  appropriate
documentation  and  in  specific  accordance  with  such  guidelines  as  may be
established  from time to time by the  Company,  the  General  Manager  shall be
entitled to reimbursement for all reasonable, out-of-pocket expenses incurred by
him during the Term in connection with the proper and efficient discharge of his
duties hereunder.

           4.3 Employee Benefit Plans and Programs. During the Term, the General
Manager  shall be entitled to  participate  in all  pension,  medical and dental
insurance, hospitalization,  disability and other similar employee benefit plans
and programs of the Company,  subject to  eligibility  and vesting  requirements
from time to time in effect, which at any time during the Term may be offered by
the Company to its management employees generally, provided that nothing in this
Agreement  shall  require the Company at any time to create or continue any such
plan or program or to fix,  amend or retain  eligibility  requirements  so as to
include  the  General  Manager.   The  General  Manager  shall  be  entitled  to
participate in the Management Company's (as defined below) Deferred Compensation
Plan.  The  Company  shall  maintain a $250,000  life  insurance  policy for the
General Manager for the benefit of the General Manager. Notwithstanding anything
to the contrary contained in this Section 4.3, the undertaking by the Company to
provide to the General Manager benefits  pursuant to an employee benefit plan or
program or life  insurance  policy  shall be subject to the  eligibility  of the
General  Manager to  participate in any such plan or program or qualify for such
policy without unreasonable cost or expense to the Company, as determined by the
Company in its reasonable discretion.

           4.4 Vacations.  The General  Manager shall be entitled to that amount
of paid  vacation  during  each  calendar  year as is the  Company's  policy for
management  employees,  taking into  consideration  the business needs of Casino
Rouge.

       5. Termination. The General Manager's employment under this Agreement may
be terminated prior to the end of the Term by the Company or the General Manager
only under the following circumstances:

           5.1 Death.  The General  Manager's  employment  under this  Agreement
shall terminate upon the General Manager's death.

           5.2  Disability.  The Company  may  terminate  the General  Manager's
employment  under this Agreement by notice to the General Manager if the General
Manager is unable to perform  the  General  Manager's  services by reason of the
General  Manager's  "Disability."   "Disability"  means  the  General  Manager's
inability to perform his duties  under this  Agreement by reason of any physical
or mental  impairment  which  reasonably  can be  expected to result in death or
which has lasted or  reasonably  can be expected to last for at least six months
during any twelve month period.

           5.3 Cause.  The Company may terminate this Agreement  immediately for
any action by the General Manager involving (a) willful misconduct,  dishonesty,
fraud, theft,  neglect,  (b) breach of this Agreement (c) the willful refusal or
failure of the General  Manager to  discharge  his duties  hereunder  where such
refusal or failure is not remedied  within three days after the date the General
Manager  receives notice from the Company of its intent to terminate the General
Manager's  employment,  or (d) if  General  Manager is  convicted  of any felony
(each, a "Cause").

                5.4 Change of Control.  If there shall be  consummated:  (a) any
transaction  that  results in a  majority  of the common  stock,  or  securities
convertible  into or  exchangeable  for a majority of the common  stock,  of the
Company  being  no  longer  held  by  the  existing  holders  of  the  Company's
outstanding  common stock immediately  prior to such transaction,  (b) any sale,
lease,  exchange or other  transfer (in one  transaction  or a series of related
transactions)  of all,  or  substantially  all, of the  operating  assets of the
Company to any person or entity of which a majority in interest of such entity's
outstanding voting equity interests are not owned by the existing holders of the
Company's  outstanding common stock immediately prior to such transaction or (c)
the  shareholders  of the Company approve a plan or proposal for the liquidation
or dissolution of the Company, then the General Manager, at his sole discretion,
shall be entitled to terminate this Agreement.

                5.5  Voluntarily.  The General  Manager may also  terminate  the
General  Manager's  employment  hereunder at anytime,  for any reason,  upon the
General  Manager  giving  the  Company at least 60 days'  written  notice of the
General Manager's intention to so terminate.

           6. Payments to General Manager after Termination of Employment.

                6.1 Payments After Death or Disability. If the General Manager's
employment is terminated under Section 5.1 or 5.2 above,  the General  Manager's
designated  beneficiary,  or, in the absence of such designation,  the estate or
other  legal  representative  of the General  Manager,  shall be entitled to all
accrued Base Salary and all other amounts due the General Manager which may have
accrued during the current fiscal year and through the date of death.

                6.2  Payments  After  Termination  for  Cause.  If  the  General
Manager's  employment  hereunder  is  terminated  under  Section 5.3 above,  the
General  Manager  shall  receive  the Base  Salary  accrued  through the date of
termination  in  accordance  with the terms of this  Agreement  and shall not be
entitled to receive any other payments or  compensation  from the Company of any
nature whatsoever.

                6.3 Payments After Termination for Reasons other than for Cause.
If the General Manager's  employment  hereunder is terminated by the Company for
reasons other than Cause,  the General  Manager shall receive an amount equal to
the Change of Control Payment (as hereinafter  defined),  which shall be paid in
cash at the time of the General Manager's  departure,  all other amounts due the
General  Manager  which may have  accrued  during the  current  fiscal  year and
through  the  date  of  termination  and no  other  compensation  of any  nature
whatsoever.

                6.4 Payments  After  Termination  for Change of Control.  If the
General  Manager's  employment  hereunder is terminated under Section 5.4 above,
then the General  Manager shall receive a termination fee equal to two times his
then current  Base  Salary,  plus two times the average of any bonus paid to the
General  Manager for the two  proceeding  fiscal  years (the  "Change of Control
Payment").  The  Company  shall pay the  General  Manager  the Change of Control
Payment  in cash on the  date on  which  the  General  Manager's  employment  is
terminated.

                6.5  Payments  After  Voluntary  Termination.   If  the  General
Manager's  employment  hereunder  is  terminated  under  Section 5.5 above,  the
General  Manager  shall  receive  the Base  Salary  accrued  through the date of
termination  in  accordance  with the terms of this  Agreement  and shall not be
entitled to receive any other payments or  compensation  from the Company of any
nature whatsoever.

           7. Confidentiality. The General Manager shall not, during the Term or
any  time  after  the  Term,  use or  divulge  to any  person  any  confidential
information  relating to the Company,  CRC Holdings,  Inc. a Florida corporation
(the  "Management  Company"),  or any other casino entity owned or controlled by
Dan Meadows,  Jerry Bayles or Thomas  Meehan (the "SH Entity" and together  with
the  Management  Company,  the  "Affiliated   Companies")  or  their  respective
businesses,  which may have come to the General Manager's  knowledge at any time
during his employment with the Company, including, without limitations, business
plans,  financial information,  methods of operation and doing business,  sales,
files, forms, lists and names of and the needs and requirements of suppliers and
the nature and content of any  contracts.  Any  reference  to the Company or the
Affiliated  Companies  in this Section 7 shall be deemed to include all of their
respective direct and indirect subsidiaries.  The General Manager further agrees
that all records and copies of records  pertaining to the  operations,  business
and  customers  of the  Company  or the  Affiliated  Companies  that are made or
received by the  General  Manager  during the Term shall be the  property of the
Company or the Affiliated Companies, as the case may be, and the General Manager
agrees  to  keep  such  records  subject  to the  Company's  or  the  Affiliated
Companies' custody and control and to surrender to the Company or the Affiliated
Companies  such  of  those  records  as  are  still  in  his  possession  at the
termination of this Agreement.

           8.   Non-Competition.

                8.1 Non-Competition. The General Manager acknowledges and agrees
that during the Term,  and, if this  Agreement is terminated  pursuant to any of
Sections 5.2, 5.3, 5.4 or 5.5 above,  for a period of two (2) years  thereafter,
the General  Manager will not,  without the prior written consent of the Company
within  the  Restricted  Territory  (as  defined  below),   individually  or  in
conjunction  with  others,  directly  or  indirectly,  engage in any part of the
Prohibited  Business  (as  defined  below),  whether  as an  officer,  director,
proprietor, employer, partner, independent contractor, investor (other than as a
holder solely as an investment of less than 2% of the  outstanding  capital of a
publicly traded corporation), consultant, advisor, employee, agent or otherwise.
For purposes of this Section 8.1, the term "Prohibited  Business" shall mean the
ownership, operation, development or management of any gaming facility or gaming
related enterprise including, without limitation, any riverboat gaming facility.
The term  "Restricted  Territory" shall mean the Parish of East Baton Rouge, the
cities  of Lake  Charles  and New  Orleans,  Louisiana  and the  gulf  coast  of
Mississippi.

                8.2  Non-Solicitation.  The  General  Manager  acknowledges  and
agrees that during the Term, and for a period of two (2) years  thereafter,  the
General  Manager will not,  hire,  directly or  indirectly,  any employee of the
Company or the Affiliated Companies in any capacity  whatsoever,  nor attempt to
induce,  directly or  indirectly,  any employee of the Company or the Affiliated
Companies to leave the employment of the Company or the Affiliated Companies, as
the case may be, to work for the General  Manager or for any other person,  firm
or corporation.


                8.3  Acknowledgment  of  Reasonableness.   The  General  Manager
acknowledges  and agrees that the  limitations  set forth in this  Section 8 are
reasonable with respect to scope,  duration and geographic area and are properly
required for the protection of the legitimate  business interests of the Company
and the  Affiliated  Companies.  If any  provisions of Section 8 relating to the
time period, scope of activities or geographic area of restrictions are declared
by a court of  competent  jurisdiction  to exceed the maximum  permissible  time
period,  scope of activities or geographic area, the maximum time period,  scope
of activities  or  geographic  area, as the case may be, shall be reduced to the
maximum which such court deems enforceable. If any provisions of Section 8 other
than those described in the preceding  sentence are adjudicated to be invalid or
unenforceable,  the invalid or unenforceable  provisions shall be deemed amended
(with respect only to the  jurisdiction  in which such  adjudication is made) in
such  manner  as to  render  them  enforceable  and to  effectuate  as nearly as
possible the original intentions and agreement of the parties.

           9.  Remedies.  The  restrictions  set forth in  Sections  7 and 8 are
considered  by the parties to be reasonable  for the purposes of protecting  the
value of the business and goodwill of the Company and the Affiliated  Companies.
The General Manager  acknowledges that the Company and the Affiliated  Companies
would be  irreparably  harmed and that  monetary  damages  would not  provide an
adequate  remedy in the event of a breach of the  provisions of Sections 7 or 8.
Accordingly,  the General Manager agrees that, in addition to any other remedies
available  to the  Company  and the  Affiliated  Companies,  the Company and the
Affiliated  Companies shall be entitled to injunctive and other equitable relief
to secure the enforcement of those provisions.

           10.  Representations  and  Warranties  of the  General  Manager.  The
General  Manager  represents  and  warrants to the Company that he is free to be
retained by the Company and perform his services  hereunder  and he has no other
prior  obligations  or  commitments of any kind which could in any way interfere
with his acceptance,  or the full performance of his obligations  hereunder,  or
the exercise of his best efforts  hereunder.  The General Manager represents and
warrants  to the  Company  that he has  reviewed  this  Agreement  with  his own
independent legal counsel.

           11. Notices.  All notices or other  communications which any party to
this Agreement may desire or be required to give under this  Agreement  shall be
in writing and shall be  delivered  personally  or sent by  facsimile or prepaid
overnight  courier to the  address  of such party set forth  below or such other
address  as either  party may from time to time give  notice to the other in the
aforesaid manner:

      If to the Company:      Louisiana Casino Cruises, Inc.
                              1717 North River Road
                              Baton Rouge, Louisiana 70802
                                 Attn: President
                           Facsimile No.:225-709-7770

           with copies to:    Carnival Resorts and Casinos, Inc.
                                3250 Mary Street
                              Miami, Florida 33133
                              Attn: Chairman and Chief Executive Officer
                              Facsimile No.: 305-445-4266

                              Stearns Weaver Miller Weissler
                              Alhadeff & Sitterson, P.A.
                              150 West Flagler Street, Suite 2200
                              Miami, Florida 33130
                              Attn: Richard E. Schatz, Esq.
                              Facsimile No.: 305-789-3395

If to the General Manager:    Dale A. Darrough
                               4714 Hamblin Drive
                              Baton Rouge, LA 70809
                                  Facsimile No.

           Such notices  shall be deemed given when  received or, in the case of
facsimile,  the date on which the  transmitting  party received  confirmation of
receipt by  facsimile,  telephone  or  otherwise,  or, in the case of  overnight
courier, the next day.

           12.  Miscellaneous.

                12.1 Entire  Agreement.  This  Agreement is intended to and does
constitute  the entire  agreement  between the parties and  supersedes all prior
oral or written  agreements or  understandings of the parties with regard to the
subject  matter of this  Agreement.  No agreements or  representations,  oral or
otherwise,  express  or  implied,  with  respect to the  subject  matter of this
Agreement  have been made by either party which are not  expressly  set forth in
this  Agreement.  No amendment,  termination  or waiver of any provision of this
Agreement  shall be binding  upon a party  unless in writing and executed by the
party or  parties  to be bound  thereby.  No  waiver  shall  be  construed  as a
continuing waiver thereof or a waiver of any other provision of this Agreement.

                12.2 No  Delegation.  The  obligations  of the  General  Manager
hereunder are personal in nature, and the General Manager shall not delegate his
obligations or duties hereunder,  or any portion thereof, to any other person or
entity.

                12.3  Governing  Law.  This  Agreement  shall be governed by and
construed and enforced in accordance with the laws of the State of Louisiana.

                12.4 Prevailing Parties. In the event of a dispute regarding any
of the terms of this  Agreement,  the party  prevailing in such dispute shall be
paid  its  legal  costs,  including  reasonable  attorneys'  fees,  incurred  in
connection  with  the  enforcement  or  interpretation  of  this  Agreement,  in
litigation and in  preparation  for  litigation,  and at trial and in connection
with any appellate action.

                12.5  Severability.  The invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

                12.6   Counterparts.   This   Agreement   may  be   executed  in
counterparts,  each of which  shall be  deemed  an  original  and all of  which,
together, will constitute one and the same agreement. Any facsimile version of a
manually  executed  signature  page delivered by one party to the other shall be
deemed a manually executed and delivered original.

                12.7 Survival.  The terms of Sections 7, 8, 9, 10 and 12 of this
Agreement shall survive the expiration or termination of this Agreement.

                12.8  Construction.  This  Agreement  shall be  interpreted  and
construed  without  reference  to any rule  requiring  that  this  Agreement  be
interpreted or construed against the party causing it to be drafted.

                12.9  Affiliated  Companies  as Third Party  Beneficiaries.  The
parties  hereto  expressly  agree that the  Affiliated  Companies  are  intended
third-party  beneficiaries  of the provisions of Sections 7, 8 and 9 hereof with
an independent right to enforce such provisions, in addition to any other rights
which any Affiliated Company may have.



<PAGE>


      IN WITNESS  WHEREOF,  the undersigned  have entered into this Agreement on
the date set forth above.


                               LOUISIANA  CASINO  CRUISES,  INC., a
                              Louisiana corporation


                               By:
                               Name:
                               Title:





                                DALE A. DARROUGH