exhibit_10-2.htm


     

     

     

                                                                                                             EXHIBIT 10.2

     

     

    


    EMPLOYMENT
AGREEMENT

    


    This Employment Agreement (this
"Agreement") is entered into as of June   11   ,
2007,
by and between Barden Nevada Gaming, LLC ("Employer" or the “Company”) and
Michael Darley ("Executive").

    


    
      	
              1.  

            	
              Employment.  Employer
      hereby employs Executive, and Executive hereby accepts employment by the
      Employer, as the Vice President and General Manager of Fitz Casino and
      Hotel – Las Vegas 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 1, 2007 (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”).  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 6, 7, 8, 9, 14, 15, 16, 17,
      18, 19, 20, and 22.  Notwithstanding the foregoing, the parties
      to this Agreement are free to agree in writing to extend the Specified
      Term or other provisions of this
Agreement.

            


    

     

    
      	
              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 Two Hundred
      Seventy Thousand Dollars ($270,000.00). 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, which shall be equal to a target rate of thirty
      percent (30%) of the actual Base Salary that was paid to Executive during
      the bonus plan year and based on the current bonus program in effect at
      that time.

            


    

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              c.  

            	
              Executive Benefit
      Programs.  During the Specified Term, Executive shall be
      entitled to participate in all of Employer's 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 ($5,000.00) per
calendar year for un- reimbursed medically necessary expenses incurred in the
same calendar year and submitted in accordance with Company Policy.

     

    
      	
              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.  

            	
              Vacation.  At
      the Effective Date, Executive shall be entitled to four (4) work weeks
      (the equivalent of twenty (20) days) 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 except upon termination of Executives
      employment by Executive With Cause or termination by the Company Without
      Cause.  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.  Executive agrees to sign an acknowledgement form,
      which states that the Company is Executive’s primary
      Employer.  Additionally, any services performed by Executive
      that are outside the realm of his duties and responsibilities, as the
      Employer’s Vice President and General Manager of Fitz Casino and Hotel –
      Las Vegas, will not be performed on Company time or during Company
      business hours; and such outside services will not be rendered by
      utilizing Company property.

            


    

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              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.  Any and all costs associated with training and license
      qualifications, clearances or the like shall be paid by the
      Employer.

            


    

     

    
      	
              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).

            


    

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              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.  Except as otherwise
      provided in paragraphs, 11 and 12, 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 within downtown Las Vegas, Nevada, which is bounded on the
      north by Bonanza, south by Charleston Blvd, on the east by Las Vegas
      blvd., and on the west by Main Street, or within  50 mile radius
      of the Indiana jurisdiction in the Employer Group is engaged in gaming or
      proposes to engage in Gaming; 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;

            


    

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              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;  and

            


    

     

    
      	
               
      

            	
              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.

            


    

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              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;

            


    

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              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;  (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; (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;
      and, (6) any earned and unpaid
vacation.

            


    

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              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) failure to abide by Employer’s policies and
      procedures; (ii) misconduct, gross negligence, insubordination, or
      inattention to Employer’s business; (iii) failure to perform the duties
      required of Executive up to the standards established by the Executive
      Vice President/Chief Operating Officer, or other material breach of this
      Agreement; or, (iv) failure or inability to satisfy the requirements
      stated in paragraphs 6,  7,  and
      8 above.  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.

            


    

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
       

      
        	
                b.  

              	
                Without
      Cause.  Employer may terminate Executive at any time
      during the Specified Term upon thirty (30) days’ written notice, or, in
      the Employer’s sole discretion, the equivalent of thirty (30) 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 six  (6)
      months’ Base Salary or the remainder of annual Base Salary due under this
      Agreement, whichever is less;  (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; (5) Employer
      paid COBRA benefits for a period of six (6) months following termination;
      and, (6) any earned and unused vacation.  Employer agrees to
      waive the non-compete provision of paragraph 8(a) in the event Employer
      terminates Executive without Cause.

              


      

       

    

     

    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:  (i) failure of
      Employer to pay Executive's compensation when due; (ii) material
      reductions in Executive's duties and responsibilities without his consent;
      or (iii) following a Change in Control.  "Change in Control"
      means:  (a) 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; (b) 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); (c) any reorganization, reverse stock split or
      recapitalization that would result in a change in control; (d) any
      liquidation or dissolution of the Company; or, (e) any transactions or
      series of related transactions having the same effect as a Change in
      Control.  Should Executive terminate for Good Reason, Executive
      shall be entitled to:  (1) unpaid Base Salary earned to the date
      of termination of employment plus the equivalent of an additional six (6)
      months’ Base Salary or the remainder of annual Base Salary due under this
      Agreement, whichever is less; (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; (5) Employer paid COBRA
      benefits for a period of six (6) months following termination; and (6) any
      earned and unused vacation.  Employer agrees to waive the
      non-compete provisions set forth in paragraph 8(a) in the event Executive
      terminates his employment pursuant to paragraph 12(a)(i) and
      12(a)(iii).

            


    

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


     

    Good
Reason shall not exist unless Executive first provides the Executive Vice
President/Chief Operating Officer with written notice of the facts alleged to
constitute Good Reason and until such breach, reduction or requirement remains
uncured for thirty (30) business days following the Executive Vice President/
Chief Operating Officer’s receipt of such written notice from
Executive.  This thirty (30) business day cure period shall not apply
to a Change in Control.

     

    
      	
               
      

            	
              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.

            


    

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              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                                                        Barden
Neavda Gaming

    301 Fremont
Street                                                                              c/o
Barden Development Inc.

    Las
Vegas, NV
89101                                                                          163
Madison Suite 2000

    Attn:
Kirk
Saylor                                                                                 Detroit,
MI 48226

    Executive
Vice President/Chief Operating
Officer                          Attn:
Michelle Sherman

    Facsimile
#: (702) 382-5562

    


    AND

    


    Corporate
V.P. of Human Resources

    The
Majestic Star Casino, LLC

    301
Fremont Street

    Las
Vegas, NV 89101

    Facsimile
#: 702-382-5562

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    


    To
Executive:

    


    Michael
Darley

    3992 Via
Flamina Court

    Henderson,
NV 89052

    


    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 the Executive Vice President/Chief
      Operating Officer 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 the Executive Vice President/Chief Operating
      Officer.  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.

            


    

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    


     

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

    


    


    
      	
              MICHAEL
      DARLEY

            
	 
      	 
      
	 
      	
              /s/
      Michael L. Darley

            
	 
      	
              Signature

            
	
              Date:

            	
              7/25/07

            


    

    


    


    


    
      	
              THE
      MAJESTIC STAR CASINO, LLC

            
	 
      	 
      
	
              By:

            	
              /s/
      Kirk Saylor

            
	 
      	
              KIRK
      SAYLOR

            
	
              Its:

            	
              Executive
      Vice President and Chief Operating Officer

            
	
              Date:

            	
              6/11/07

            


    

    


    


    


    


    
      
        
           


        

        
          13