Exhibit 10.1


    Exhibit
      10.1

     

    EXPENSE
      REIMBURSEMENT/SHARING AGREEMENT

     

    THIS
      EXPENSE REIMBURSEMENT/SHARING AGREEMENT (“Agreement”)
      is
      executed as of this 6th day of November, 2007, by and between The Majestic
      Star
      Casino, LLC, an Indiana limited liability company (“Majestic
      Star”),
      and
      PITG Gaming, LLC, a Delaware limited liability company (“PITG
      Gaming”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Majestic Star employs certain executives and other employees, and desires to
      provide Employee/Project Expenses (as defined below) on the terms and conditions
      set forth herein;

     

    WHEREAS,
      Majestic Star has incurred certain Employee/Project Expenses prior to the
      execution date of this Agreement and Majestic Star seeks reimbursement for
      those
      Employee/Project Expenses (“Past Employee/Project Expenses”); 

     

    WHEREAS,
      Majestic Star is entering into a promissory note contemporaneously with this
      Agreement to evidence the obligations of PITG Gaming hereunder (the
“Note”);
      and

     

    WHEREAS,
      Majestic Star and PITG Gaming desire to memorialize their agreement with respect
      to the payment and reimbursement of Employee/Project Expenses;

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements herein set forth, the parties do hereby agree as
      follows:

     

    1. Majestic
      Star agrees to pay (i) all costs and expenses of executives and certain other
      employees agreed to by the parties, including, but not limited to, salaries,
      bonuses, benefit payments, insurance, and such other employee-related costs
      and
      expenses listed on Exhibit A (collectively, “Employee
      Expenses”),
      and
      (ii) other costs and expenses (including costs and expenses of professionals,
      travel and entertainment, and supplies) related to the proposed slot facility
      in
      Pittsburgh, Pennsylvania (collectively, “Project
      Expenses,”
and
      with the Employee Expenses, the “Employee/Project
      Expenses”).
      All
      Employee Expenses shall be itemized on Exhibit A and shall set forth the actual
      or estimated costs of each item. The parties may amend Exhibit A in accordance
      with the following procedures on a monthly basis. Majestic Star shall send
      to
      PITG Gaming the proposed amendment, which shall also set forth a proposed
      effective date. PITG Gaming shall have three (3) days to object to such proposed
      amendment, and in the event that there is no objection, the proposed amendment
      shall be effective on the effective date set forth therein. In the event that
      PITG Gaming shall object, the parties shall negotiate in good faith to reach
      an
      agreement with respect to such amendment. In the event that no agreement is
      reached, (i) the parties may continue this Agreement without the proposed
      amendment or (ii) either party may terminate this Agreement upon fifteen (15)
      days prior written notice. 

     


    
      
        
        

      

      
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    2. PITG
      Gaming agrees to reimburse Majestic Star for all Employee Expenses (the
“Employee
      Reimbursement Payment”),
      and
      100% of the Project Expenses and Past Employee/Project Expenses (collectively,
      the Employee Reimbursement Payment, Project Expenses and Past Employee/Project
      Expenses are the “Reimbursement
      Payment”).
      Majestic Star shall, by the 10th
      of each
      month, issue to PITG an invoice evidencing all Employee/Project Expenses
      incurred during the prior month. Past Employee/Project Expenses will be invoiced
      upon execution of this Agreement. Such Reimbursement Payment shall be paid
      to
      Majestic Star on or prior to the first day of each month following receipt
      of
      the invoice. In the event such Reimbursement Payment is not paid to Majestic
      Star by such date, interest thereon shall accrue and be payable as specified
      in
      the Note. The parties may modify the Employee Reimbursement Payment from time
      to
      time in accordance with the following procedures: (i) a party may request
      modification to the Employee Reimbursement Payment upon at least three (3)
      days
      prior written notice to the other party; (ii) during such three-day period,
      (A)
      the other party may agree to such modification (whereby the modification shall
      become effective as of the date set forth in the notice) or (B) the other party
      may refuse to agree to such modification (whereby the modification shall not
      be
      effective and the parties shall negotiate in good faith as to a different
      modification, which shall become effective if and when an agreement is reached);
      and (iii) in the event there is no response from the other party within the
      three day period described above, the proposed modification shall become
      effective as of the date set forth in the notice.

     

    3. Upon
      request, Majestic Star shall provide PITG Gaming access to any and all records
      reasonably related to Employee/Project Expenses paid by Majestic Star and
      reimbursed by PITG Gaming pursuant to this Agreement.

     

    4. Subject
      to Section 1, this Agreement may be terminated (i) by mutual consent of the
      parties or (ii) by either party upon thirty (30) days prior written notice.
      This
      Agreement shall also terminate upon the cancellation of the Note.
      Notwithstanding anything herein to the contrary, PITG shall pay all amounts
      due
      hereunder upon such termination.

     

    5. (a) This
      Agreement sets forth the entire understanding of the parties with respect to
      the
      subject matter hereof. This Agreement may not be modified, waived, terminated
      or
      amended, except expressly by an instrument in writing signed by the parties
      hereto.

     

    (b) This
      Agreement may be assigned or pledged in whole or in part by a party with the
      consent of the other party.

     

    (c) In
      the
      event that any provision of this Agreement shall be held to be void or
      unenforceable in whole or in part, the remaining provisions of this Agreement
      and the remaining portion of any provision held void or unenforceable in part
      shall continue in full force and effect.

     

    (d) Except
      as
      otherwise specifically provided herein, notice given hereunder shall be deemed
      sufficient if delivered personally or sent by registered or certified mail
      to
      the address of the party for whom intended at the principal executive offices
      of
      such party, or at such other address as such party may hereinafter specify
      by
      written notice to the other party.

     


    
      
        
        

      

      
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    (e) No
      waiver
      by any party of any breach of any provision of this Agreement shall be deemed
      a
      continuing waiver or a waiver of any preceding or succeeding breach of such
      provision or of any other provision herein contained.

     

    (f) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, without giving effect to principles of conflict of laws of
      that
      jurisdiction.

     

    6. Gaming
      Compliance. Majestic Star and PITG Gaming each understand and acknowledge that
      this Agreement, at either party’s discretion, may be subject to the other party
      and its principals completing and submitting to the requesting party and/or
      the
      Indiana Gaming Commission (“IGC”) and/or the Pennsylvania Gaming Control Board
      (“PGCB”) a due diligence compliance questionnaire (including an Authorization
      for the Release of Information) and being found suitable by the requesting
      party’s Gaming Compliance Committee, the IGC, and/or the PGCB. Notwithstanding
      any other provision in this Agreement to the contrary, Majestic Star, PITG
      Gaming, the IGC, or the PGCB may terminate this Agreement without further
      obligation or liability, except that liability incurred prior to such
      termination, if, in the judgment of either Majestic Star’s or PITG Gaming’s
      Gaming Compliance Committee, the IGC, or the PGCB, the relationship with the
      other party could subject Majestic Star or PITG Gaming to disciplinary action
      by
      gaming regulatory authorities or cause Majestic Star or PITG Gaming to lose
      or
      become unable to obtain or reinstate any federal, state and/or foreign
      registration, license or approval material to that party’s business. Majestic
      Star and PITG Gaming further each acknowledge and understand that the other
      may
      be subject to the regulatory jurisdiction of the IGC and/or PGCB and that said
      entity may disapprove any contract that it believes violates the laws and
      regulations of the State of Indiana or the State of Pennsylvania,
      respectively.

     

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

     

    THE
      MAJESTIC STAR CASINO, LLC

     

    By: /s/
      Jon S. Bennett

    Name:
      Jon
      S. Bennett

    Title:
      Vice President and Chief Financial Officer

     

    


     

    PITG
      GAMING, LLC

     

    By: /s/
      Michelle R. Sherman

    Name:
      Michelle R. Sherman

    Title:
      Vice President and Chief Financial Officer


    
      
        
        

      

      
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    EXHIBIT
      A

    


    PITG
      Gaming will reimburse Majestic Star at the percentage shown for each employee’s
      gross wages, increased 35% for benefits. In total, the Employee Expenses will
      be
      $206,000.

    


    

       

      
        	 	 	 	 	
                Percentage
                  of

              	 
	 	 	 	 	
                Wages
                  to be

              	 
	
                Employee

              	 	
                Title

              	 	
                Reimbursed

              	 
	
                Don
                  Barden

              	 	
                Chairman
                  and CEO

              	 	
                50%

              	 
	
                Andre
                  Barnabei

              	 	
                VP
                  of Human Resources

              	 	
                100%

              	 
	
                Jon
                  Bennett

              	 	
                VP
                  and CFO

              	 	
                30%

              	 
	
                David
                  Carroll

              	 	
                Vice
                  President of Human Resources

              	 	
                50%

              	 
	
                Barry
                  Elmore

              	 	
                Director
                  of Compliance

              	 	
                25%

              	 
	
                Edward
                  Fasulo

              	 	
                VP
                  and GM Pittsburgh Casino

              	 	
                100%

              	 
	
                Michael
                  Flowers

              	 	
                Director
                  of Information Technology

              	 	
                15%

              	 
	
                Jeffrey
                  Frye

              	 	
                Project
                  Manager

              	 	
                100%

              	 
	
                Scott
                  Hall

              	 	
                Project
                  Manager Information Technology

              	 	
                5%

              	 
	
                Bob
                  Hicks

              	 	
                Vice
                  President of Risk Management

              	 	
                10%

              	 
	
                Heather
                  Horvath

              	 	
                Administrative
                  Assistant

              	 	
                100%

              	 
	
                Dan
                  Ihm

              	 	
                Vice
                  President of Marketing

              	 	
                10%

              	 
	
                James
                  LeFresne

              	 	
                VP
                  of Design and Development

              	 	
                5%

              	 
	
                Sam
                  Marshall

              	 	
                Vice
                  President of Construction

              	 	
                100%

              	 
	
                Don
                  Perkins

              	 	
                Director
                  of Financial Operations

              	 	
                50%

              	 
	
                Kirk
                  Saylor

              	 	
                Executive
                  VP and COO

              	 	 	 
	
                Rand
                  Wendorf

              	 	
                Sr.
                  Project Mgr Information Technology

              	 	
                5%

              	 
	
                Larry
                  Wheeler

              	 	
                Vice
                  President and General Counsel

              	 	
                30%