Exhibit 10.1


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    


    This
      Employment Agreement (this "Agreement") is entered into as of April 6, 2006,
      by
      and between The Majestic Star Casino, LLC ("Employer" or the “Company”) and Kirk
      Saylor ("Executive").

    


    
      	1.  	
              Employment.
                Employer hereby employs Executive, and Executive hereby accepts employment
                by the Employer, as the Executive Vice President and Chief Operating
                Officer of the Company and agrees to perform such executive, managerial
                and administrative duties, commensurate with Executive's position,
                as
                Employer may specify from time to time, during the Specified Term
                as
                defined in paragraph 2. 

            


    

     

    
      	2.  	
              Effective
                Date; Specified Term.
                This Agreement shall be effective as of May 15, 2006 (the “Effective
                Date”). Subject to earlier termination as provided herein, the term of
                the
                Executive's employment hereunder shall terminate twenty-four (24)
                months
                after the Effective Date (the "Specified Term"). Employer shall provide
                ninety (90) days advance written notice to Executive if Executive’s
                employment will terminate at the end of the Specified Term. If either
                party to this Agreement chooses not to renew the terms and conditions
                set
                forth herein by exercising their rights under this paragraph 2, then
                Executive’s employment with Employer may continue on an at-will basis and
                no paragraph, section, duty or obligation appearing in this Agreement
                shall be binding on the parties except paragraphs 8, 9, 14, 15, 16,
                17,
                18, 19, 20, and 22.  If Executive remains employed by Employer after
                the Specified Term, Employer shall provide Executive ninety (90)
                days
                notice in advance of the exercise of Employer’s right to terminate
                Executive at-will. Employer shall also have the right to pay Executive
                the
                equivalent of ninety (90) days Base Salary (defined below) in lieu
                of
                ninety (90) days notice of an at-will termination.
                

            


    

     

    
      	3.  	
              Compensation.

            


    

     

    
      	a.  	
              Base
                Salary. During
                the Specified Term, in consideration of the performance by Executive
                of
                Executive's obligations hereunder to Employer, Employer shall pay
                Executive an annual base salary (the "Base Salary") of Four Hundred
                Thousand Dollars ($400,000) for the first year of the Specified Term
                and a
                Base Salary of $500,000 for the second year of the Specified Term.
                The
                Base Salary shall be payable in accordance with the payroll practices
                of
                Employer as in effect from time to time for Employer's senior executives.
                The Base Salary shall be reviewed annually, exclusively by Employer,
                and
                any increase thereto shall be in Employer's sole
                discretion.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	b.  	
              Bonus
                Compensation.
                 Executive
                shall be entitled to participate in Employer’s discretionary bonus or
                incentive plan as formulated from time to time by Employer’s Board of
                Directors in its sole discretion. Such program is primarily based
                on
                achievement of Employer's EBITDA goals and Executive’s performance as
                determined by the Board of Directors in its sole discretion. The
                target
                bonus for Executive will be fifty percent (50%) of Executive’s Base Salary
                at the time the Bonus Compensation is paid.


            


    

     

    
      	c.  	
              Executive
                Benefit Programs.
                During the Specified Term, Executive shall be entitled to participate
                in
                all of Employer's Executive benefit plans (the "Plans") as are generally
                made available from time to time to Employer's senior executives,
                subject
                to the terms and conditions of such plans, and subject to Employer's
                right
                to amend, terminate or take other similar actions with respect to
                such
                plans. To the extent such Plans include life insurance, the Company
                agrees
                to provide Executive life insurance on terms and conditions no less
                favorable than similarly situated senior executives. The Executive
                shall
                receive a maximum reimbursement of five thousand dollars ($5,000)
                per
                calendar year for unreimbursed medically necessary expenses incurred
                in
                the same calendar year and submitted in accordance with Company expense
                procedures. 

            


    

     

    
      	d.  	
              Business
                Expense Reimbursements.
                Employer will pay or reimburse Executive for all reasonable out-of-pocket
                expenses, including travel expenses, Executive incurs during the
                Specified
                Term in the course of performing Executive's duties under this Agreement
                upon timely submission of appropriate documentation to Employer,
                as
                prescribed from time to time by
                Employer.

            


    

    


    
      	e.  	
              Automobile
                Allowance.
                Executive shall be entitled to an automobile allowance of $500 per
                month
                during the Specified Term.

            


    

    


    
      	f.  	
              Vacation.
                At the Effective Date, Executive shall be entitled to four (4) work
                weeks
                (the equivalent of twenty (20) days) of paid vacation to be taken
                at times
                mutually acceptable to the Employer and Executive; provided, however,
                that
                Executive shall not be entitled to compensation for any vacation
                accrued
                but not used in any anniversary year. Unused vacation days cannot
                be
                carried forward or banked for future years absent express written
                consent
                by a duly authorized representative of the Employer.
                

            


    

    


    
      	4.  	
              Extent
                of Services. 
                Executive agrees that the duties and services to be performed by
                Executive
                shall be performed exclusively for Employer. Executive further agrees
                to
                perform such duties in an efficient, trustworthy, lawful, and businesslike
                manner. Executive agrees not to render to others any service of any
                kind
                whether or not for compensation, or to engage in any other business
                activity whether or not for compensation, that is similar to or conflicts
                with the performance of Executive's duties under this Agreement,
                without
                the prior written approval of the Board of
                Directors.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	5.  	
              Policies
                and Procedures.
                In addition to the terms herein, Executive agrees to be bound by
                Employer's policies and procedures including drug testing and background
                checks, as they may be established or amended by Employer in its
                sole
                discretion from time to time. In the event the terms in this Agreement
                conflict with Employer's policies and procedures, the terms herein
                shall
                take precedence. 

            


    

     

    
      	6.  	
              Licensing
                Requirements.
                Executive acknowledges that Employer is engaged in a business that
                is or
                may be subject to and exists because of privileged licenses issued
                by
                governmental authorities in Nevada and other jurisdictions in which
                Employer and its parents, subsidiaries, affiliates and joint ventures
                (collectively “Employer Group”) is engaged in or has applied to engage in
                or, during the Specified Term, may apply to engage in business. If
                requested to do so by Employer or Employer Group, Executive shall
                apply
                for and obtain any license, qualification, clearance or the like
                that
                shall be requested or required of Executive by any regulatory authority
                having jurisdiction over Employer or Employer Group. Additionally,
                Executive shall timely prepare and submit to Employer all background
                information forms and other documents required pursuant to The Majestic
                Star Casino, LLC Gaming Compliance Program.


            


    

     

    
      	7.  	
              Failure
                to Satisfy Licensing Requirement.
                If Executive fails to satisfy any licensing requirement referred
                to in
                paragraph 6 above, or if any governmental authority directs the Employer
                to terminate any relationship it may have with Executive, or if Employer
                shall determine, in Employer's sole and exclusive judgment, that
                Executive
                was, is or might be involved in, or is about to be involved in, any
                activity, relationship(s) or circumstance that could or does jeopardize
                the business of Employer or Employer's Group, their reputation or
                such
                licenses, or if any such license is threatened to be, or is, denied,
                curtailed, suspended or revoked, this Agreement may be terminated
                by
                Employer and the parties' obligations and responsibilities shall
                be
                determined by the provisions of paragraph
                11(a).

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	8.  	
              Restrictive
                Covenants.

            


    

     

    
      	a.  	
              Competition.
                Executive acknowledges that, in the course of Executive's responsibilities
                hereunder, Executive will form relationships and become acquainted
                with
                certain confidential and proprietary information as further described
                herein. Executive further acknowledges that such relationships and
                information are and will remain valuable to the Employer and Employer
                Group and that the restrictions on future employment as set forth
                herein
                are reasonably necessary in order for Employer and Employer Group
                to
                remain competitive in the gaming industry. Executive agrees that
                during
                the period of his employment with the Company and for the twelve
                (12)
                month period following termination of his employment with the Company
                for
                whatever reason he will not become a stockholder, director, officer,
                employee or agent of or consultant to any corporation, partnership
                or
                other entity or engage in any business as a sole proprietor in or
                act as a
                consultant to any such entity or otherwise engage, directly or indirectly,
                in any enterprise, in each case which competes with or has a vendor
                relationship with any business or activity engaged in, or known by
                Executive to be contemplated to be engaged in, by the Company or
                the
                Employer Group in any county where the Company has gaming operations,
                provided, however, that competition shall not include the ownership
                (solely as an investor and without any other participation in or
                contact
                with the management of the business) of less than one percent of
                the
                outstanding shares of stock of any corporation engaged in any such
                business, which shares are regularly traded on a national securities
                exchange or in an over-the-counter market. The Company, in its sole
                discretion, may waive one or more of the restrictions set forth in
                this
                subparagraph; however, any such waiver must be in writing executed
                by an
                authorized Company representative, and shall be effective only to
                the
                extent it is set forth in writing.

            


    

     

    
      	b.  	
              Non-solicitation-
                Customers:
                During and after Executive’s employment with Employer, the Executive
                covenants not to:

            


    

     

    
      	 	
              i.
                

            	
              Make
                known to any third party or use other than in the performance of
                his
                duties the names and addresses of any of the customers of Employer
                or any
                member of Employer Group, or any other information or data pertaining
                to
                those customers;

            


    

     

    
      	 	
              ii.

            	
              Call
                on, solicit, induce to leave and/or take away, or attempt to call
                on,
                solicit, induce to leave and/or take away, any of the customers of
                Employer or any member of the Employer Group, either for Executive's
                own
                account or for any third party; 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              iii.

            	
              Call
                on, solicit and/or take away, any potential or prospective customer
                of
                Employer or any member of the Employer Group, on whom the Executive
                called
                or with whom Executive became acquainted during employment (either
                before
                or during the Specified Term), either for Executive's own account
                or for
                any third party; and

            


    

     

    
      	 	
              c.

            	
              Non-Solicitation-
                Employees and Independent Contractors.
                For the twelve (12) month period immediately following cessation
                of
                Executive’s employment with Employer for any reason whatsoever, Executive
                covenants not to approach or solicit any employee or independent
                contractor of Employer or any member of the Employer Group with a
                view
                towards enticing such person to leave the employ or service of Employer
                or
                any member of the Employer Group, or hire or contract with any employee
                or
                independent contractor of Employer or any member of the Employer
                Group,
                without the prior written consent of the Employer, such consent to
                be
                within Employer's sole and absolute
                discretion.

            


    

     

    
      	 	
              d.

            	
              Confidentiality.
                Executive covenants and agrees that Executive shall not at any time
                during
                the Specified Term or thereafter, without Employer's prior written
                consent, such consent to be within Employer's sole and absolute
                discretion, disclose or make known to any person or entity outside
                of the
                Employer Group any Trade Secret (as defined below), or proprietary
                or
                other confidential information, in any form, concerning Employer
                or any
                member of the Employer Group, including without limitation, Employer's
                customers, its casino, hotel, and marketing practices and procedures,
                management and employment practices, procedures and policies, or
                any other
                information regarding Employer or any member of the Employer Group,
                which
                is not already and generally known to the public through no wrongful
                act
                of Executive or any other party. Executive covenants and agrees that
                Executive shall not at any time during the Specified Term or thereafter,
                without the Employer's prior written consent, utilize any such Trade
                Secrets, proprietary or confidential information in any way other
                than in
                connection with his employment hereunder. For purposes of this Agreement,
                Trade Secrets is defined as data or information, including a formula,
                pattern, compilation, program, device, method, know-how, technique
                or
                process, that derives any economic value, present or potential, from
                not
                being generally known to, and not being readily ascertainable by
                proper
                means by, other persons who may or could obtain any economic value
                from
                its disclosure or use.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              e.

            	
              Third
                Party Information.
                Executive acknowledges that Employer and other members of the Employer
                Group have received and in the future will receive from third parties
                their confidential or proprietary information subject to a duty to
                maintain the confidentiality of such information and to use it only
                for
                certain limited purposes. Executive will hold all such confidential
                or
                proprietary information in the strictest confidence and will not
                disclose
                it to any person or entity or to use it except as necessary in carrying
                out Executive's duties hereunder consistent with Employer's (or such
                other
                member of the Employer Group's) agreement with such third
                party.

            


    

     

    
      	 	
              f.

            	
              Employer's
                Property.
                Executive hereby confirms that Trade Secrets, proprietary or confidential
                information and all information concerning Employer or Employer Group’s
                customers, goods, services or facilities owned, operated or managed
                by
                Employer constitute Employer's exclusive property (regardless of
                whether
                Executive possessed or claims to have possessed such information
                prior to
                the date hereof). Executive agrees that upon termination of employment,
                Executive shall promptly return to the Employer all documents, papers,
                notes, notebooks, memoranda, computer disks, and any other similar
                repositories of information (regardless of whether Executive possessed
                such information prior to the date hereof) containing or relating
                in any
                way to the Trade Secrets or proprietary or confidential information
                of
                each member of the Employer Group, including but not limited to,
                the
                documents referred to in paragraph 9(c). Such repositories of information
                also include but are not limited to any so-called personal files
                or other
                personal data compilations in any form, which in any manner contain
                any
                Trade Secrets or proprietary or confidential information of Employer
                or
                any member of the Employer Group.

            


    

     

    
      	 	
              g.

            	
              Notice
                to Employer.
                Executive agrees to notify Employer immediately of any employers
                for whom
                Executive works or provides services (whether or not for remuneration
                to
                Executive or a third party) during the Specified Term or within the
                Restrictive Period. 

            


    

     

    
      	9.  	
              Representations. 
                Executive hereby represents, warrants and agrees with Employer
                that:

            


    

     

    
      	 	
              a.

            	
              The
                covenants and agreements contained in paragraphs 4 and 8 above are
                reasonable, appropriate and suitable in their geographic scope, duration
                and content; the Employer's agreement to employ the Executive and
                a
                portion of the compensation and consideration to be paid to Executive
                hereunder is separate and partial consideration for such covenants
                and
                agreements; the Executive shall not, directly or indirectly, raise
                any
                issue of the reasonableness, appropriateness and suitability of the
                geographic scope, duration or content of such covenants and agreements
                in
                any proceeding to enforce such covenants and agreements; and
                such covenants and agreements shall survive the termination of this
                Agreement, in accordance with their
                terms;

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              b.

            	
              The
                enforcement of any remedy under this Agreement will not prevent Executive
                from earning a livelihood, because Executive's past work history
                and
                abilities are such that Executive can reasonably expect to find work
                in
                other areas and lines of business;

            


    

     

    
      	 	
              c.

            	
              The
                covenants and agreements stated in paragraphs 4, 6, 7 and 8 above
                are
                essential for the Employer's reasonable protection;
                

            


    

     

    
      	 	
              d.

            	
              Employer
                has reasonably relied on these covenants and agreements by Executive;
                and

            


    

     

    
      	 	
              e.

            	
              Executive
                has the full right to enter into this Agreement and by entering into
                and
                performance of this Agreement will not violate or conflict with any
                arrangements or agreements Executive may have or agreed to have with
                any
                other person or entity.

            


    

     

    
      	 	
              f.

            	
              Executive
                acknowledges and warrants to Employer the receipt and sufficiency
                of
                separate consideration for the assignment by Employer of Employer's
                rights
                and Executive's obligation under paragraph
                8.

            


    

     

    Notwithstanding
      paragraph 19, Executive agrees that in the event of Executive's breach or
      threatened breach of any covenants and agreements set forth in paragraphs 4
      and
      8 above, Employer may seek to enforce such covenants and agreements in court
      through any equitable remedy, including specific performance or injunction,
      without waiving any claim for damages. In any such event, Executive waives
      any
      claim that the Employer has an adequate remedy at law or for the posting of
      a
      bond.

     

    
      	10.  	
              Termination
                for Death.
                Executive's employment hereunder shall terminate upon Executive's
                death.
                In the event of Executive's death, Executive (or Executive's estate)
                shall
                have no right to receive any compensation or benefit hereunder or
                otherwise from Employer or any member of the Employer Group on and
                after
                the effective date of termination of employment other than: (1) unpaid
                Base Salary earned to the date of termination of employment (which
                shall
                be paid on Employer's next scheduled payroll date), (2) any earned
                but
                unpaid Bonus Compensation under paragraph 3(b) prorated for the period
                of
                employment during the applicable bonus period (which shall be paid
                on
                Employer's next scheduled payroll date), (3) business expense
                reimbursement pursuant to paragraph 3(d), (4) benefits provided pursuant
                to paragraph 3(c), subject to the terms and conditions applicable
                thereto,
                and (5) the equivalent of sixty (60) days Base Salary together with
                two
                months COBRA payment for Executive’s then-insured dependents at the
                Employer’s expense.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	11.  	
              Termination
                by Employer

            


    

     

    
      	a.  	
              For
                Cause.
                Employer may terminate Executive's employment hereunder for Cause
                (as
                defined below) at any time. If Employer terminates Executive's employment
                for Cause, Executive shall have no right to receive any compensation
                or
                benefits hereunder or otherwise from Employer or any member of the
                Employer Group on and after the effective date of termination of
                employment other than: (1) unpaid Base Salary earned to the date
                of
                termination of employment (which shall be paid on Employer's next
                scheduled payroll date), (2) business expense reimbursement pursuant
                to
                paragraph 3(d), and (3) benefits provided pursuant to paragraph 3(c),
                subject to the terms and conditions applicable thereto. For purposes
                of
                this paragraph 11, Cause is defined as Executive's:
                

            


    

     

    
      	i.  	
              willful
                failure to perform his duties under this Agreement, willful malfeasance
                in
                the performance of his duties under this
                Agreement;

            


    

     

    
      	ii.  	
              willful
                failure to abide by Employer's policies and
                procedures;

            


    

     

    
      	iii.  	
              failure
                to obtain or retain in full force and effect any material permits,
                licenses, approvals or other authorizations which may be required
                by any
                state or local authorities, including but not limited to, any relevant
                State and local gaming authorities, in order to permit Executive
                to
                continue his services as contemplated by this
                Agreement;

            


    

     

    
      	iv.  	
              failure
                to follow the business-related direction of the Chief Executive Officer
                of
                the Company, the Chairman of the Board or the entire Board, including,
                without limitation, with respect to the hiring and termination of
                other
                executives and consultants of the
                Company;

            


    

     

    
      	v.  	
              conviction
                of any felony or crime involving moral turpitude;
                and

            


    

     

    
      	vi.  	
              commission
                of fraud or embezzlement or similar dishonesty with respect to the
                Company.

            


    

     

    Should
      Employer believe that cause exists to terminate Executive, Employer agrees
      to
      provide written notice to Executive of the specific items identified as cause
      and afford Executive a period of thirty (30) business days from receipt of
      the
      written notice to remedy the deficiencies to Employer's satisfaction. If, at
      the
      conclusion of the cure period, Employer determines Executive has not
      satisfactorily remedied the deficiency, Employer shall notify Executive who
      shall be immediately terminated. Nothing in this paragraph 11 precludes Employer
      from immediately terminating Executive's employment if Executive is convicted
      of
      felonious criminal conduct, physically aggressive conduct toward any co-worker,
      patron, vendor or customer of Employer, illegal drug use, or based upon any
      gaming authority's demand that Employer do so.

     

    
      	 	
              b.

            	
              Without
                Cause.
                Employer may terminate Executive at any time during the Specified
                Term
                upon ninety (90) days’ written notice, or, in the Employer’s sole
                discretion, the equivalent of ninety (90) days’ Base Salary in lieu of
                notice. In addition to any amount due in lieu of notice, should Employer
                terminate Executive’s employment without cause, then Executive shall have
                no right to receive any compensation or benefits hereunder or otherwise
                from Employer or any member of the Employer Group on or after the
                effective date of termination of employment other than: (1) unpaid
                Base
                Salary earned to the date of termination of employment plus the equivalent
                of an additional twelve (12) months Base Salary or the remainder
                of annual
                Base Salary due under this Agreement, whichever is less. Notwithstanding
                the foregoing, in no event shall the additional Base Salary payment
                under
                this subsection (1) be no less than six (6) months; (2) earned but
                unpaid
                Bonus Compensation under Paragraph 3 (b) prorated for the period
                of
                employment during the applicable bonus period, (3) business expense
                reimbursement pursuant to paragraph 3 (d), (4) benefits provided
                pursuant
                to paragraph 3(c), subject to the terms and conditions applicable
                thereto,
                and (5) Employer paid COBRA benefits for a period of six (6) months
                following termination; and (6) any earned and unused
                vacation.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	12.  	
              Termination
                By Executive

            


    

     

    
      	a.  	
              For
                Good Reason.
                Executive may terminate Executive's employment hereunder for Good
                Reason
                upon thirty (30) days prior written notice to Employer. “Good Reason”
                shall mean: (a) failure of Employer to pay Executive's compensation
                when
                due, (b) material reductions in Executive's duties and responsibilities
                without his consent, or (c) following a Change in Control. "Change
                in Control" means: (i) a sale, exchange or transfer of more than
                50% of
                the assets or earning power of the Company on a consolidated basis
                or more
                than 50% of its stock; (ii) a merger or consolidation of the Company
                (excluding merger or consolidation where the voting securities of
                the
                Company prior to the merger or consolidation continue to represent
                more
                than 50% of the combined voting power of the surviving entity after
                the
                merger or consolidation), (iii) any reorganization, reverse stock
                split or
                recapitalization that would result in a change in control, (iv) any
                liquidation or dissolution of the Company, or (v) any transactions
                or
                series of related transactions having the same effect as a Change
                in
                Control. Should there be a change in control, Executive shall be
                entitled
                to: (1) unpaid Base Salary earned to the date of termination of employment
                plus the equivalent of an additional twelve (12) months Base Salary
                or the
                remainder of annual Base Salary due under this Agreement, whichever
                is
                less. Notwithstanding the foregoing, in no event shall the additional
                Base
                Salary payment under this subsection (1) be no less than six (6)
                months;
                (2) earned but unpaid Bonus Compensation under Paragraph 3 (b) prorated
                for the period of employment during the applicable bonus period,
                (3)
                business expense reimbursement pursuant to paragraph 3 (d), (4) benefits
                provided pursuant to paragraph 3(c), subject to the terms and conditions
                applicable thereto, and (5) Employer paid COBRA benefits for a period
                of
                six (6) months following termination; and (6) any earned and unused
                vacation.

            


    

     

    Good
      Reason shall not exist unless Executive first provides Employer’s Board of
      Directors with written notice of the facts alleged to constitute Good Reason
      and
      until such breach, reduction or requirement remains uncured for twenty (20)
      business days following the Board of Director’s receipt of such written notice
      from Executive. This twenty (20) business day cure period shall not apply to
      a
      Change in Control. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Should
      Executive terminate his employment for Good Reason other than a Change of
      Control, then Executive shall have no right to receive any compensation or
      benefits hereunder or otherwise from Employer or any member of the Employer
      Group on or after the effective date of termination of employment other than:
      (1) unpaid Base Salary earned to the date of termination of employment plus
      the
      equivalent of an additional twelve (12) months Base Salary or the remainder
      of
      Base Salary due under this Agreement, whichever is less, (2) unpaid Bonus
      Compensation under Paragraph 3(c) prorated for the period of employment, (3)
      business expense reimbursement pursuant to paragraph 3(d), (4) benefits provided
      pursuant to paragraph 3(c), subject to the terms and conditions applicable
      thereto, and (5) Employer paid COBRA benefits for a period six (6) months
      following termination; and (6) any earned and unused vacation.

    


     

    b. Without
      Good Reason.
      Executive may terminate his employment for any reason other than Good Reason,
      death or disability, upon providing to Employer thirty (30) days advance written
      notice of such termination. Should Executive terminate his employment for a
      reason other than Good Reason, death or disability, Executive shall have no
      right to receive any compensation or benefit hereunder or otherwise from
      Employer or any member of the Employer Group on and after the effective date
      of
      termination other than: (1) unpaid Base Salary earned to the date of termination
      of employment (which shall be paid on Employer's next scheduled payroll date),
      (2) business expense reimbursement pursuant to paragraph 3(d), and (3) benefits
      provided pursuant to paragraph 3(c), subject to the terms and conditions
      applicable thereto.

    


    
      	13.  	
              Release;
                Full Satisfaction.
                Notwithstanding anything to the contrary, no payments or benefits
                shall be
                provided that are in addition to the payments or benefits that would
                be
                provided pursuant to paragraphs 11(b) and 12(a) unless and until
                Executive
                executes and delivers a standard form of general release of claims,
                and
                such release has become irrevocable; provided, however, that Executive
                shall not be required to release any indemnification rights or continuing
                rights to benefits under Employer's benefit plans, in accordance
                with the
                terms and conditions of such plans.

            


    

     

    
      	14.  	
              Cooperation
                Following Termination.
                Following termination of Executive's employment hereunder for any
                reason,
                Executive agrees to cooperate with Employer upon the reasonable request
                of
                the Board of Directors and to be reasonably available to Employer
                with
                respect to matters arising out of Executive's services. Employer
                shall
                reimburse, or at Executive's request, advance Executive for expenses
                reasonably incurred in connection with such
                matters.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	15.  	
              Interpretation;
                Each Party the Drafter.
                Each
                of the parties was represented by or had the opportunity to consult
                with
                counsel who either participated in the formulation and documentation
                of,
                or was afforded the opportunity to review and provide comments on,
                this
                Agreement. Accordingly,
                this Agreement and the provisions contained in it shall not be construed
                or interpreted for or against any party to this agreement because
                that
                party drafted or caused that party's legal representative to draft
                any of
                its provisions.

            


    

     

    
      	16.  	
              Severability.
                If any provision hereof is unenforceable, illegal or invalid for
                any
                reason whatsoever, such fact shall not affect the remaining provisions
                hereof, except in the event a law or court decision, whether on
                application for declaration, or preliminary injunction or upon final
                judgment, declares one or more of the provisions of this Agreement
                that
                impose restrictions on Executive unenforceable or invalid because
                of the
                geographic scope or time duration of such restriction. In such event,
                Employer shall have the option:

            


    

     

    (a) To
      deem
      the invalidated restrictions retroactively modified to provide for the maximum
      geographic scope and time duration that would make such provisions enforceable
      and valid; or

     

    (b) To
      terminate this Agreement pursuant to paragraph 11(a) or 11(b), whichever is
      applicable.

     

    Exercise
      of any of these options shall not affect Employer's right to seek damages or
      such additional relief as may be allowed by law in respect to any breach by
      Executive of the enforceable provisions of this Agreement.

     

    
      	17.  	
              Notice.
                For purposes of this Agreement, notices and all other communications
                provided for in this Agreement shall be in writing and shall be deemed
                to
                have been duly given: (i)
                when personally delivered, (ii) when delivered by facsimile upon
                receipt
                of confirmation that the transmission was successful, (iii) the business
                day following the day when deposited with a reputable and established
                overnight express courier (charges prepaid), or (iv) five (5) days
                following mailing by certified or registered mail, postage prepaid
                and
                return receipt requested.
                Unless
                another address is specified, notices shall be sent to the addresses
                indicated below: 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    To
      Employer:     With
      a copy to its:

    


    The
      Majestic Star Casino, LLC  Vice
      President and General Counsel

    c/o
      Barden Development, Inc.  301
      Fremont Street

    163
      Madison, Suite 2000    Las
      Vegas, NV 89101

    Detroit,
      MI 48226 

    Attn:
      Don
      H. Barden     Facsimile
      #: 702-384-5741

    Facsimile
      #: 313-496-8700

    


    To
      Executive:

    


    Kirk
      Saylor

    413
      St.
      Andrews Court

    Las
      Vegas, NV 89144 

     

    


    or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith.

     

    
      	18.  	
              Tax
                Withholding.
                Notwithstanding any other provision of this Agreement, Employer may
                withhold from any amounts payable under this Agreement, or any other
                benefits received pursuant hereto, such federal, state, local and
                other
                taxes as shall be required to be withheld under any applicable law
                or
                regulation.

            


    

     

    
      	19.  	
              Dispute
                Resolution.

            


    

     

    
      	a.  	
              Any
                dispute, claim or controversy arising from or related in any way
                to this
                Agreement or the interpretation, application, breach, termination
                or
                validity thereof, including any claim of inducement of this Agreement
                by
                fraud, or arising from or related in any way to Executive's employment
                with Employer will be submitted for final resolution by private
                arbitration before a single arbitrator and in accordance with the
                National
                Rules for the Resolution of Employment Disputes and practices then
                in
                effect of, the American Arbitration Association, or any successors
                thereto
                ("AAA"), except where those rules conflict with these provisions,
                in which
                case these provisions control; provided, however, that Employer shall
                have
                the right to seek in court equitable relief, including a temporary
                restraining order, preliminary or permanent injunction or an injunction
                in
                aid of arbitration, to enforce its rights set forth in paragraph
                8. The
                arbitration will be held in Las Vegas, Nevada.


            


    

     

    
      	b.  	
              Giving
                recognition to the understanding of the parties hereto that they
                contemplate reasonable discovery, including document demands and
                depositions, the arbitrator shall provide for discovery in accordance
                with
                the Nevada Rules of Civil Procedure as reasonably applicable to this
                private arbitration.

            


    

     

    
      	c.  	
              To
                the extent possible, the arbitration hearings and award will be maintained
                in confidence, except as may be required by law or for the purpose
                of
                enforcement of an arbitration
                award.

            


    

     

    
      	d.  	
              Each
                party shall bear its own costs and expenses incurred in connection
                with
                arbitration proceedings pursuant to this Agreement to arbitrate.
                To the
                extent permitted by law, the costs and expenses of the arbitrator(s)
                and
                related expenses shall be shared equally between Employer, on one
                hand,
                and Executive on the other hand.

            


    

     

    
      	e.  	
              Each
                party hereto waives, to the fullest extent permitted by law, any
                claim to
                punitive or exemplary or liquidated or multiplied damages from the
                other.

            


    

     

    
      	20.  	
              No
                Waiver of Breach or Remedies.
                No failure or delay on the part of Employer or Executive in exercising
                any
                right, power or remedy hereunder shall operate as a waiver thereof
                nor
                shall any single or partial exercise of any such right, power or
                remedy
                preclude any other or further exercise thereof or the exercise of
                any
                other right, power or remedy hereunder. The remedies herein provided
                are
                cumulative and not exclusive of any remedies provided by
                law.

            


    

     

    
      	21.  	
              Amendment
                or Modification.
                No amendment, modification, termination or waiver of any provision
                of this
                Agreement shall be effective unless the same shall be in writing
                and
                signed by a member of the Board (other than Executive), and Executive,
                nor
                consent to any departure by the Executive from any of the terms of
                this
                Agreement shall be effective unless the same is signed by a member
                of the
                Board (other than Executive). Any such waiver or consent shall be
                effective only in the specific instance and for the specific purpose
                for
                which given. 

            


    

     

    
      	22.  	
              Governing
                Law; Venue.
                The laws of the State of Nevada shall govern the validity, construction,
                and interpretation of this Agreement, without regard to conflict
                of law
                principles. Each party irrevocably submits to the exclusive jurisdiction
                of the courts of the State of Nevada in any action, suit or proceeding
                of
                any kind arising out of or relating to this Agreement (including
                arbitration) or any matters contemplated hereby, and agrees that
                any such
                action, suit or proceeding shall be brought only in such
                court.

            


    

     

    
      	23.  	
              Headings.
                The headings in this Agreement have been included solely for convenience
                of reference and shall not be considered in the interpretation or
                construction of this Agreement. 

            


    

     

    
      	24.  	
              Assignment.
                This Agreement is personal to Executive and may not be assigned by
                Executive. 

            


    

     

    
      	25.  	
              Successors
                and Assigns.
                This Agreement may be assigned by Employer to its successors and
                shall be
                binding upon the successors and assigns of Employer.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	26.  	
              Prior
                Agreements.
                At the Effective Date, this Agreement shall supersede and replace
                any and
                all other prior discussions and negotiations as well as any and all
                agreements and arrangements that may have been entered into by and
                between
                Employer or any predecessor thereof, on the one hand, and Executive,
                on
                the other hand, prior to the Effective Date relating to the subject
                matter
                hereof. Executive acknowledges that all rights under such prior agreements
                and arrangements shall be
                extinguished.

            


    

     

    IN
      WITNESS WHEREOF,
      Employer and Executive have entered into this Agreement as of the date first
      written above.

    


    KIRK
      SAYLOR

    


    


    /s/
      Kirk Saylor  

    Signature

    


    


    THE
      MAJESTIC STAR CASINO, LLC

    


    


    


    By:
      /s/
      Don H. Barden  

    Don
      H. Barden

    Its:
       President
      and CEO