CASINO  MAGIC  CORP.

1998  EXECUTIVE  OFFICER  BONUS  PLAN


     This  Bonus  Plan  (the "Plan") of Casino Magic Corp. (the "Company") has
been  established effective as of January 1, 1998, to provide an incentive for
the  executive officers of the Company to achieve, and to cause the Company to
achieve,  certain  goals  established by the Board of Directors of the Company
and  the Company's chief executive officer, including specific financial goals
of  the  Company.

     1.       Administration.  The Compensation Committee shall administer the
              --------------
Plan,  and  shall  be  the final arbitrator as to whether a Bonus is or is not
payable in accordance with the Plan and any resolution adopted under the Plan.

     2.     Participants.  Each executive officer of the Company as designated
            ------------
by  the  Compensation  Committee  and  who  enters  into an agreement with the
Company  in  such  form and content as shall be determined by the Compensation
Committee  (hereunder  referred  to  as  a  "Participant").

     3.         Definitions.  The following words and phrases when used herein
                -----------
shall  have  the  meanings  set  forth  below:

     a.     "Bonus" shall mean all cash amounts paid or payable to a person in
addition  to  any  duly  authorized  salary  paid  or  payable to such person.

     b.          "Net Income" shall mean the net income of the Company, before
provision  for  income taxes (including the effect of the payment of Bonuses),
for  any designated period as determined in accordance with generally accepted
accounting principals, consistently applied, and as presented in the Company's
Forms  10-Q  and  10-K filed with the Securities and Exchange Commission, less
the  amount  (if  any)  by  which  extraordinary  gains  (including income tax
benefits  with  respect  to  prior  years) for the period exceed extraordinary
losses  or write-offs, and prior to the deduction of expenses (if any) related
to  the  negotiation  and  consummation  of  a transaction in which there is a
Change  in  Control  or  contemplated  Change  in  Control  of  the  Company.

     c.          "Target  Net Income" for each calendar quarter shall mean the
following:

(i)          Net  Income  of  $0  in  the  first  quarter  of  1998;

(ii)          Net  Income  of  $370,623  in  the  second  quarter  of  1998;

(iii)          Net  Income  of  $5,344,738  in  the third quarter of 1998; and

(iv)          Net  Income  of  $919,250  in  the  fourth  quarter  of  1998.

     d.       "Target Net Income for 1998" shall mean Net Income of $6,634,611
calendar  year  1998.


     e.         "Maximum Bonus" shall mean the maximum Bonus payable under the
Plan,  and  shall equal four times the Quarterly Maximum Bonus established for
each  Participant  by  the  Compensation  Committee.

     f.         "Quarterly Maximum Bonus" shall mean the maximum Bonus payable
with  respect to and following the end of each calendar quarter as established
for  each  Participant  by  the  Compensation  Committee.

     g.       "Cause" with respect to the termination of a Participant, means:

     (i)    willful  and continued failure to perform substantially the duties
assigned  to  the  Participant  (other  than  any  such failure resulting from
incapacity  due  to  physical  or  mental illness), after a written demand for
substantial  performance is delivered to Participant by the Board of Directors
or  the  Chief  Executive Officer of the Company which specifically identifies
the  manner in which it is believed that the Participant has not substantially
performed  Participant's  duties,  or

     (ii)    commission  by  the  Participant  of  fraud,  misappropriation,
embezzlement  or  other  acts  of  dishonesty,  alcoholism,  drug addiction or
dependency,  or  conviction for any crime punishable as a felony or as a gross
misdemeanor  involving moral turpitude, which actions or occurrences the Board
of  Directors determines have a material adverse effect upon the Participant's
ability  to  perform  the  duties  which  have  been assumed by or assigned to
Participant,  or  determines  are  materially  adverse to the interests of the
Company,  or

     (iii)    Participant is found not to be suitable, or a similar finding is
made, by any state gaming commission or similar agency which regulates gaming.

No  act  or  failure  to  act,  on  the Participant's part shall be considered
"willful"  unless  it  is  done, or omitted to be done, by him in bad faith or
without  reasonable  belief  that  his action or omission was in the Company's
best  interests.    Any  act,  or  failure  to act, based upon authority given
pursuant  to  a  resolution  of  the Board of Directors or instructions of the
Chief  Executive  Officer  or  the  advice of counsel for the Company shall be
conclusively presumed to be in good faith and in the Company's best interests.

     h.    "Change  in  Control"  means:

(i)      the acquisition by any individual, entity or group within the meaning
of  Section  13(d)(3)  or  14(d)(2) of the Securities Exchange Act of 1934, as
amended  (the  "34  Act")  (a  "Person")  of  beneficial ownership (within the
meaning  of  Rule  13d-3  under  the  34 Act) of 25% or more of either (A) the
Company's  then  outstanding  common  stock  ("Outstanding  Stock") or (B) the
combined  voting  power  of  the  Company's then outstanding voting securities
entitled  to  vote  generally  in  the  election  of  directors
                                       2

<PAGE>
("Outstanding  Voting  Securities")  other  than  any  acquisition  (A) by any
employee  benefit  plan  (or  related  trust)  sponsored  or maintained by the
Company  or  any  entity  controlled  by it or (B) by any entity pursuant to a
transaction  which  complies with clauses (A), (B) and (C) of subsection (iii)
of  this  definition;  or

     (ii)      Individuals who as of the date hereof constitute the Board (the
"Incumbent  Board")  cease  for  any  reason to constitute at least a majority
thereof; provided, however, that any individual becoming a director subsequent
to  the  date hereof whose election or nomination was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as a member of the Incumbent Board unless his initial assumption of
office  occurs  as a result of an actual or threatened contest with respect to
the  election  or  removal  of  directors  or  other  actual  or  threatened
solicitation  of  proxies by or on behalf of a Person other than the Board; or

     (iii)    Consummation of a reorganization, merger of consolidation, share
exchange  or  sale  or  other  disposition  of all or substantially all of the
Company's  assets  (a  "Combination") unless immediately thereafter (A) all or
substantially  all  of  the  beneficial  owners  of  the Outstanding Stock and
Outstanding  Voting  Securities  immediately  prior  to  such  Combination
beneficially  own, directly or indirectly, more than 50% of, respectively, the
then  outstanding  shares of common stock and the combined voting power of the
then  outstanding voting securities entitled to vote generally in the election
of  directors,  as  the  case  may  be,  of  the  entity  resulting  from such
Combination  (including,  without  limitation, any entity which as a result of
such  transaction  owns  the Company or all or substantially all of its assets
either directly or through one or more subsidiaries) in substantially the same
proportions  as  their  ownership immediately prior to such Combination of the
Outstanding  Stock  and Outstanding Voting Securities, as the case may be, (B)
no  Person  (excluding  any  entity  resulting  from  such  Combination or any
employee  benefit  plan  (or  related  trust) of the Company or such resulting
entity)  beneficially  owns,  directly  or  indirectly,  20%  or  more  of,
respectively,  the  then  outstanding  shares of common stock of the resulting
entity  or the combined voting power of the then outstanding voting securities
of  such  entity except to the extent that such ownership existed prior to the
Combination  and  (C)  at  least  a  majority  of  the members of the board of
directors  of  the resulting entity were members of the Incumbent Board at the
time  of  the execution of the initial agreement or of the action of the Board
providing  for  such  Combination;  or

     (iv)          Approval  by  the  shareholders  of  the Company's complete
liquidation  or  dissolution.

     i.    "Good  Reason"  means:

     (i)    assignments  of  the Participant to any duties or responsibilities
that  in  any material respect are inconsistent with or result in a diminution
of  Participant's  Role  with  the  Company immediately prior to the Effective
Date, excluding an isolated, insubstantial and inadvertent action not taken in
bad  faith  and  which  is  remedied  by the Company promptly after receipt of
notice  thereof  given  by  the  Participant;
                                       3
     (ii)    any  failure  by  the  Company to provide the salary and benefits
specified  at  the  adoption  of this Plan for each Participant, other than as
agreed  to  by  the Participant, and other than an isolated, insubstantial and
inadvertent  failure  not  occurring in bad faith and which is remedied by the
Company  promptly  after  receipt  of notice thereof given by the Participant;

     (iii)    a  requirement  imposed  by  the  Company (A) that Participant's
principal  functions  be  performed  at  any  office  or  location outside the
corporate  limits  of  the  county or province within which said Participant's
principal  function  was performed immediately prior to the Effective Date, or
(B)  that  Participant  travel  on Company business to a substantially greater
extent  that  reasonably required for the performance of his or her duties; or

     (iv)    any  purported  termination  by  the  Company  of  his employment
otherwise  than  as  expressly  permitted  by  this  Plan.

     4.          Miscellaneous.
                 -------------

     a.         No Transferability of Benefits.  The right to receive benefits
                ------------------------------
under  this  Plan  shall  not  be  transferred, assigned, pledged or otherwise
disposed  of,  except  by  will  or under the laws of descent or distribution.

     b.       Taxes.  The Company may withhold from any payment due under this
              -----
Plan  any  taxes  required  to  be withheld under applicable federal, state or
local  tax  laws  or regulations, and the Participant, prior to payment, shall
execute  and deliver all applicable withholding election forms required by the
Company.

     c.     Disqualification for Bonus.  A Participant will receive no payment
            --------------------------
under  this  Plan    after  and  under  the  following  circumstances:

(i)          The  Participant  resigns  voluntarily  without  Good  Reason; or
     (ii)          The  Participant  is  terminated  for  Cause.

     d.     Change in Control.  In the event of a Change in Control during any
            -----------------
calendar  quarter, the Quarterly Maximum Bonus for that quarter will be deemed
to  be  fully  earned  by  Participant for that calendar quarter, and shall be
payable  upon  the  effectiveness  of  the  Change  in  Control.

     e.     Payment Times.  Any Bonuses earned under this Plan will be due and
            -------------
payable  within  45  days following the end of each calendar quarter for which
said  Bonus  is  earned;  provided  that  any Bonus earned with respect to the
fourth  quarter  or  the  full calendar year of 1998 will be payable within 90
days  following  the  end  of  such  calendar  year.
                                       4
     f.         Compensation Committee Discretion.  Nothing under this Plan is
                ---------------------------------
intended  to  limit  the  amount  of  Bonus  or  other  compensation which the
Compensation  Committee  may  authorize  to  be  paid  to  any  Participant.
Specifically,  but  not  in  limitation  of  the  foregoing,  the Compensation
Committee  may authorize a Bonus with respect to any calendar quarter of 1998,
wherein  the  Compensation Committee determines that the Target Net Income was
favorably  exceeded  by  10%  or  more, or may apply lesser percentages to the
Quarterly  Maximum  Bonus  when  the  Target  Net  Income  was  not  achieved.

     5.          ADDITIONAL  PROVISIONS.
                 ----------------------

     a.       No Right to Continued Employment.  This Plan does not create any
              --------------------------------
contract  of  employment  or  restrict  in any way the right of the Company to
terminate  the  employment  of  any  Participant  at any time, with or without
Cause,  subject  to the rights of the Participant, if any, to receive benefits
under  this  Plan.

     b.       Construction, Governing Laws.  Whenever the context may require,
              ----------------------------
pronouns used in this Plan shall include the corresponding masculine, feminine
or  neuter  forms,  and  the  singular form of nouns, pronouns and verbs shall
include the plural and vice versa.  This Plan shall be governed by the laws of
the  state  of  Minnesota,  except  those  dealing  with  choice  of  law.

     c.      Severability.  The invalidity of any provision or portion of this
             ------------
Plan  shall  not  affect the remainder of the Plan, which shall remain in full
force  and  effect.

     d.       Successors.  This Plan shall be binding and inure to the benefit
              ----------
of  the  Company,  its  successors and assigns, and the Participants and their
respective  heirs  and  successors.

     The  Company  has  caused  this  Plan  to be adopted and executed by each
member  of  the  Compensation  Committee.


     CASINO  MAGIC  CORP.
COMPENSATION  COMMITTEE


     _______________________________________
E.  Thomas  Welch


     _______________________________________
Roger  H.  Frommelt

                                       5