PURCHASE AGREEMENT



     THIS  PURCHASE  AGREEMENT  dated  as  of May 31, 1997, by and among CROWN
CASINO  CORPORATION,  a  Texas corporation (the "Purchaser"), and CASINO MAGIC
CORP.,  a Minnesota corporation (the "Seller"), being the majority shareholder
of  CASINO  MAGIC  NEUQUEN  S.A.,  a  Republic  of  Argentina corporation (the
"Company").
                   W I T N E S S E T H:
     WHEREAS,  the  Seller  is  the  owner of 559,998 shares of the issued and
outstanding  shares  of capital stock of the Company, such shares being of the
class  and  value  as  hereinafter  set  forth, and the Seller desires to sell
274,399  of  such shares to the Purchaser (all of such shares of capital stock
to be sold hereunder herein collectively referred to as the "Shares"), and the
Purchaser  desires  to  purchase the Shares, all upon the terms and conditions
set forth herein; and
     WHEREAS,  contemporaneously  with  the  consummation  of  the transaction
contemplated  hereunder,  the  Purchaser  shall  acquire  from  CASINO  MAGIC
MANAGEMENT  SERVICES,  INC., a Mississippi corporation ("CMMS"), one (1) share
of  the capital stock of the Company (the "CMMS Share"), pursuant to which, in
conjunction  with  the  purchase  of the Shares hereunder, the Purchaser shall
acquire an aggregate of 274,400 shares of capital stock of the Company; and
     WHEREAS,  the  Company  is  indebted  to  the  Seller  as  evidenced by a
Promissory  Note  from  the  Company  to  the Seller in the original principal
amount  of  $12,897,740.05 dated November 28, 1995, but effective December 27,
1994,  bearing interest at a variable rate per annum based upon the prime rate
as  quoted  in  the  Wall Street Journal (the "Original Note"), and the Seller
desires  to sell and assign, and the Purchaser desires to purchase, forty-nine
(49%)  percent  of the Seller's right, title and interest in, to and under the
Original Note; and
     WHEREAS,  the  Seller  has leased to the Company certain gaming equipment
(the  "Leased  Equipment"), and the Seller desires to sell and assign, and the
Purchaser desires to purchase, forty-nine (49%) percent of the Seller's right,
title and interest in and to (a) the Leased Equipment, (b) the Lease Agreement
between  the  Seller  and  the  Company  dated  September 25, 1995 (the "Lease
Agreement")  with respect to the Leased Equipment, and (c) the rentals paid by
the Company to the Seller therefor (the "Lease Payments"); and
     WHEREAS,  the  Seller  and  the  Company  have entered into the Technical
Assistance  Agreement  dated  September  25,  1995  (the "Technical Assistance
Agreement"),  whereby  the  Seller  has  agreed  to  supply to the Company its
"know-how"  (as  defined  in  the  Technical Assistance Agreement), for and in
consideration  of  a  fee (the "Technical Assistance Fee") equal to three (3%)
percent  of  the  total  gross income of the Company from the operation of the
Casinos  (as  hereinafter  defined),  as more fully described therein, and the
Seller  desires  to  sell  and  assign, and the Purchaser desires to purchase,
sixteen  and  four-tenths  (16.4%)  percent  of  the Seller's right, title and
interest  in,  to and under (a) the Technical Assistance Agreement and (b) the
Technical Assistance Fee; and
     WHEREAS,  the  Seller and the Company have entered into the Trademark and
Trade  Name  License  Agreement  dated  September  25,  1995  (the  "Trademark
Agreement"),  whereby the Seller has licensed to the Company the non-exclusive
right  to  use  the  trade  name  "Casino  Magic"  and the related symbols and
logotypes described therein, for and in consideration of a fee (the "Royalty")
equal  to  two  (2%)  percent  of  the  gross  income  of the Company from the
operation  of  the  Casinos,  as  more fully described therein, and the Seller
desires  to sell and assign, and the Purchaser desires to purchase, forty-nine
(49%) percent of the Seller's right, title and interest in and to the proceeds
from the Royalty; and
     WHEREAS,  this Agreement sets forth the terms and conditions to which the
parties  have  agreed  and  further contemplates the execution and delivery of
certain  collateral  agreements  and  the  consummation  of  certain  related
transactions hereinafter described;
     NOW,  THEREFORE, in consideration of the mutual promises and covenants of
the  parties,  and  subject  to the terms and conditions set forth herein, the
parties agree as follows:
     1.        Sale and Purchase of Assigned Properties.  The Seller agrees,
subject  to  the  conditions  to the Seller's obligations herein set forth, to
sell,  assign  and convey to the Purchaser on the Closing Date (as hereinafter
defined),  free  and  clear of all security interests, pledges, liens, charges
and encumbrances, (a) the Shares, (b) forty-nine (49%) percent of the Seller's
right,  title  and  interest in and to the Original Note, (c) forty-nine (49%)
percent  of  the  Seller's  right,  title  and  interest  in and to the Leased
Equipment,  the  Lease  Agreement  and  the  Lease  Payments,  (d) sixteen and
four-tenths  (16.4%)  percent of the Seller's right, title and interest in and
to  the  Technical  Assistance Agreement and the Technical Assistance Fee, and
(d)  forty-nine (49%) percent of the Seller's right, title and interest in and
to  the  Royalty.    The  Purchaser  agrees,  subject to the conditions to its
obligations  herein  set  forth, to purchase and accept the Shares, forty-nine
(49%) percent of the Seller's right, title and interest in and to the Original
Note,  the  Leased  Equipment, the Lease Agreement and the Lease Payments, and
the  Royalty,  and  sixteen  and  four-tenths  (16.4%) percent of the Seller's
right, title and interest in and to the Technical Assistance Agreement and the
Technical  Assistance  Fee,  as  aforesaid, for the consideration set forth in
Section  2(a) hereof.  The Shares, the forty-nine (49%) percent interest to be
acquired  by  the  Purchaser  hereunder from the Seller in and to the Original
Note,  the  Leased  Equipment, the Lease Agreement and the Lease Payments, the
Royalty,  and  the  sixteen  and  four-tenths  (16.4%)  percent interest to be
acquired  by  the  Purchaser hereunder from the Seller in and to the Technical
Assistance  Agreement and the Technical Assistance Fee are herein collectively
referred to as the "Assigned Properties".
     2.     Purchase Price, Payment and Allocation.
     3.     Purchase Price.  The total purchase price (the "Purchase Price")
for  the Assigned Properties is SEVEN MILLION ($7,000,000) DOLLARS, payable by
the Purchaser to the Seller on the Closing Date by wire transfer.
     4.          Allocation.  The Purchase Price for the Assigned Properties
shall be allocated as follows:
          Shares                               $   764,400
          Retained Earnings                    $   214,701
          Original Note                        $ 4,226,743
          Leased Equipment                     $   785,812
          Lease Agreement                      $   504,312
          Technical Assistance Agreement and
               Technical Assistance Fee        $  168,467
          Royalty                              $  335,565
                    Total                      $7,000,000

     5.         Further Assurances.  The Seller hereby agrees to execute and
deliver  from time to time at the request of the Purchaser and without further
consideration,  such  additional instruments of conveyance and transfer and to
take  such  other  action  as  the  Purchaser  may  reasonably  require  more
effectively to convey, assign, transfer and deliver the Assigned Properties to
the Purchaser.
     6.          Representations  and  Warranties of the Seller.  The Seller
represents and warrants to and agrees with the Purchaser that:
     7.          Organization and Standing of the Company.  The Company is a
corporation  duly  organized,  validly existing and in good standing under the
laws  of  the  Republic of Argentina and the Province of Neuquen.  The Company
has  full  corporate  power and authority to conduct its business as it is now
being  conducted.  The  Seller  has  delivered  to  the Purchaser complete and
correct copies of the Articles of Incorporation (certified by the Secretary of
the  Company)  and  By-Laws (certified by the Secretary of the Company) of the
Company as in effect on the date hereof.
     8.          Subsidiaries.  The Company has one subsidiary, Casino Magic
Support  Services,  S.A.  (the  "Subsidiary").  Except for the Subsidiary, the
Company  does  not  8.  own,  directly  or  indirectly, any of the outstanding
capital  stock  or  securities  convertible  into  capital  stock of any other
corporation,  or 8. own, directly or indirectly, any participating interest in
any partnership, joint venture or other business enterprise.
     9.          Capital Stock.  The authorized capital stock of the Company
consists    of  560,000 nominal shares of stock, with a value of one peso ($1)
each,  of  which,  on  the  date hereof, 560,000 shares are validly issued and
outstanding,  fully  paid  and nonassessable and 559,998 of which are owned by
the  Seller  and  two (2) shares of which are owned by CMMS.  The Company does
not  have  any  treasury  shares,  outstanding subscriptions, options or other
agreements  or  commitments  obligating  it to issue shares of capital stock. 
Between  the  date  hereof and the Closing Date, the Seller will not, and will
not  permit  the  Company  to  issue or enter into any subscriptions, options,
agreements  or  other  commitments in respect of the issuance, transfer, sale,
repurchase or encumbrance of any shares of capital stock.
          1.     Financial Statements.  The Seller has delivered to the
Purchaser  1.  the  compiled balance sheet of the Company at its December 31,
1996  fiscal  year  end and the related compiled statement of earnings for the
Company,  as  certified  by the Chief Financial Officer of the Seller; and 1.
the  compiled  balance  sheet of the Company at April 30, 1997 (the "Financial
Statement Date") and the related compiled statement of earnings of the Company
for  the four (4) month period then ended, as certified by the Chief Financial
Officer  of  the  Seller  (hereinafter referred to as "the Company's Financial
Statements").    The Company's Financial Statements (x) are in accordance with
the  books  of  account  and  records  of  the  Company and fairly present the
financial  position  of  the  Company  at  the date indicated, (y) contain and
reflect  adequate  reserves for all material liabilities and (z) were prepared
in accordance with generally accepted accounting principles applied on a basis
consistent  with  prior  accounting  periods  ("GAAP").   Except to the extent
reflected  or  reserved  against in the Company's Financial Statements, or any
Schedule provided for in this Section 3, the Company is not obligated for, nor
are  any  of  its  assets  or  properties subject to, any liabilities (whether
accrued, absolute, contingent or otherwise) or adverse obligations, whether or
not  such  liabilities  or  obligations  are  normally shown or reflected on a
balance  sheet, other than liabilities and obligations arising in the ordinary
course  of business since the date of the Company's Financial Statements, none
of  which  are  material  and  adverse.    The  Company's Financial Statements
correctly  reflect  the  liabilities of the Company at the Financial Statement
Date.
      1.     Absence of Certain Changes or Events.  Except as set forth in
any  Schedule  delivered to the Purchaser pursuant to this Section 3 or except
as  contemplated  by  this  Agreement, since the Financial Statement Date, the
Company has not:
     2.  issued,  delivered  or agreed to issue or deliver any stock, bonds or
other  corporate  securities  (whether  authorized and unissued or held in the
treasury)  or granted or agreed to grant any options, warrants or other rights
calling for the issuance thereof;
     3.  borrowed or agreed to borrow any funds or incurred, or become subject
to,  any  obligation  or  liability  (absolute  or  contingent)  except in the
ordinary course of business in customary amounts (not to exceed $100,000);
     4.  paid  any obligation or liability (absolute or contingent) other than
current  liabilities  reflected  in  or  shown  on  the  Company's  Financial
Statements  (or  the  notes  thereto)  and obligations or liabilities incurred
since the date thereof and permitted to be so incurred by the foregoing clause
(ii) of this Section (e);
     5.  declared  or  made,  or  agreed  to  declare  or make, any payment of
dividends  or  distribution of any assets of any kind whatsoever to the Seller
or CMMS, or purchased or redeemed any shares of its capital stock;
     6.  except  as otherwise permitted herein, sold or transferred, or agreed
to  sell or transfer, any of its assets, properties or rights (except sales in
the ordinary course of business) or canceled or agreed to cancel, any debts or
claims;
     7.  entered or agreed to enter into any agreement or arrangement granting
any  preferential  rights  to  purchase  substantially  all  of  the  assets,
properties  or  rights  of  the  Company  (including  management  and  control
thereof), or requiring the consent of any party to the transfer and assignment
of  such  assets,  properties  or  rights (or changes in management or control
thereof),  or providing for the merger or consolidation of the Company with or
into another corporation;
     8.  except  in  the  ordinary  course  of business, made or permitted any
amendment  or termination of any contract, agreement or license to which it is
a  party,  including,  without  limitation, any of the contracts or agreements
contained in the Assigned Properties;
     9. suffered any material losses or waived any rights of material value;
     10. experienced any significant labor trouble; or
     11.  suffered  any damage, destruction or loss, whether or not covered by
insurance,  which  materially and adversely affects its assets or business, or
had  any  material  adverse  change  in  the  business,  operations, financial
condition or prospects of the Company.
     Between the date hereof and the Closing Date, the Seller shall not permit
the  Company  to  do  any of the things listed in Clauses (i) through (vii) of
this Section (e) without the prior written consent of the Purchaser, except as
otherwise permitted by this Agreement.
     12.     Tax Matters.
     1.     As used herein "Tax" or "Taxes" shall mean taxes of any kind
payable  to any taxing authority of the Republic of Argentina, the Province of
Neuquen, the City of Neuquen, or any other country or jurisdiction including,
without  limitation,  1.  income,  gross  receipts, admission or head tax, ad
valorem,  value  added,  sales,  use,  service,  franchise,  profits,  real or
personal  property,  capital stock, license, payroll, withholding, employment,
social  security,  workers  compensation,  unemployment  compensation  and
insurance, utility, severance, production, excise, stamp, occupation, premium,
transfer  and  gains  taxes,  1. customs duties, imposts, charges, levies, or
other  assessments  of any kind, 1. interest, penalties, and additions to tax
imposed with respect to the above taxes, and 1. any damages, costs, expenses,
fees or other liability arising from such Tax or Taxes.
     1.     The Company has filed all returns for Taxes required to be filed
by  it  and  has  paid all Taxes (including interest and penalties thereon, if
any) owing by it, except for (A) Taxes which have not yet accrued or otherwise
become  due  for  which  adequate  provision  has  been  made in the Company's
Financial  Statements,  and  (B) all sums alleged to be due and owing by it to
the  City  of  Neuquen for an admission or head tax (the "Head Tax") levied at
the  rate  of one (1) peso for each person admitted to the Company's Casino in
the City of Neuquen.  The amount of alleged unpaid Head Tax as of May 29, 1997
is approximately 600,000 pesos.
     2.      Concession Contract.  The Seller has delivered to the Purchaser
a  true  and  correct  copy  of  the  Concession  Contract for the Management,
Operation,  Maintenance  and  Related  Services  of  the  Gaming Houses of the
Provincial  Casino  in the Cities of Neuquen and San Martin de Los Andes dated
December 21, 1994 (the "Concession Contract") with respect to the operation of
the  Company's  casinos  located  in  San  Martin  de  Los  Andes and Neuquen,
Argentina  (collectively,  the  "Casinos").   The Concession Contract has been
duly  executed  by  the  Company, is currently in effect, is valid and binding
upon  the  parties  thereto  and  is  enforceable  in all material respects in
accordance with its terms.  Neither the Company nor the Seller is aware of any
facts  that  would  prevent  the  performance of the Concession Contract.  The
Company  is  not  in  default  under  the  Concession Contract and no claim of
default  been  asserted by the Province of Neuquen.  The Company has committed
no act and there has been no omission which will result in the breach by it of
the Concession Contract.
     3.       Title to Properties and Related Matters.  The assets reflected
in  the  Company's Financial Statements, were at the date thereof, and, except
for  assets  consumed  or disposed of in the ordinary course of business since
the  date  thereof, are now owned by the Company by good title, free and clear
from  all  security  interests,  mortgages,  liens,  claims,  defects  and
encumbrances except liens, charges or encumbrances discussed or referred to in
the Company's Financial Statements or the related notes or schedules thereto. 
All  such  assets  (including  the  Leased  Equipment)  are  in good operating
condition  and  repair, subject to ordinary wear and tear.  All of such assets
have  been  properly  maintained, with no extraordinary maintenance planned or
anticipated,  and  are  adequate  and  sufficient  for  the  operation  of the
Company's  business  as  historically  operated  by the Company.  There are no
material  capital expenditures currently contemplated or necessary to maintain
the current operation of the Company's business.
     4.      Consents.  Prior to Closing the Company shall have obtained all
approvals  or  consents  which  must  be  obtained  in order to effectuate the
transactions  contemplated  hereby  and to satisfy the terms and conditions of
this Agreement
     5.       Litigation and Proceedings.  Except for matters or proceedings
with  respect  to  the  Head  Tax,  certain  employee  matters,  none of which
individually  or  in  the  aggregate  are  material,  and  a  dispute with the
Argentinean  customs  officials regarding imported gaming equipment, there are
no  actions,  suits or proceedings pending or, to the knowledge of the Seller,
threatened  against  or  affecting  the  Company  or  the Seller, at law or in
equity,  or  before  or  by  any  governmental  department, commission, board,
bureau,  agency  or  instrumentality,  domestic  or  foreign,  or  before  any
arbitrator  of  any  kind,  which  involve  the possibility of any judgment or
liability  not  fully  covered  by  casualty  or  liability insurance; and the
Company  is  not  in  default  with  respect  to  any  judgment,  order, writ,
injunction,  decree,  award,  or,  to  the  best of the Seller's knowledge and
belief,  in  default  with  respect  to  any  rule  or regulation of an court,
arbitrator  or  governmental  department, commission, board, bureau, agency or
instrumentality.
     6.     Insurance Coverage.  The Company maintains policies of casualty,
liability,  use and occupancy, and other forms of insurance with reputable and
financially  sound insurers, covering its properties and assets in amounts and
against  such  losses  and  risks  as  are generally maintained for comparable
businesses  and properties, and valid policies for such insurance are now duly
in force.
     7.         Trademarks and Licenses.  The Company owns or has all rights
necessary  to  use  all trademarks and copyrights necessary for the conduct of
its  business as currently conducted, including, without limitation, the right
to  use the name "Casino Magic", and to the best of the Seller's knowledge and
belief,  the  conduct of such business does not conflict with or infringe upon
any  trademark,  trade name or copyright of others.  The Company has, and will
continue  to  have,  the  right  to  use the name "Casino Magic" and all marks
associated therewith pursuant to the Trademark Agreement.
     8.  Approvals, Permits, Authorizations and Regulations.  To the best of
the  Seller's  knowledge and belief, the Company's business is being conducted
in  compliance  with all applicable laws, ordinances, rules and regulations of
all  governmental  authorities,  and  neither  the  Company  nor  any officer,
director,  stockholder,  agent  or  employee  has  violated,  in  any material
respect,  any  law,  ordinance,  rule  or  regulation  in  connection with the
Company's business.  Further, the Company has not received any notice (written
or  otherwise)  from any governmental authority asserting or investigating any
alleged  failure  to  comply  with any applicable law, ordinance or regulation
other  than  matters or proceedings related to the Head Tax and a dispute with
the Argentinean customs officials regarding imported gaming equipment.
     9.          Guarantees,  Etc.  The Company has not given any guarantee,
indemnity,  warranty  or  bond,  or  incurred  any other similar obligation or
created  any security for or in respect of, liabilities, actual or contingent,
of any other person.
     10.       Absence of Adverse Agreements.  The Company is not a party to
any  instrument  or  agreement  or  subject  to any charter or other corporate
restriction  or  any  judgment,  (other  than  a  judgment  relating  to  the
enforceability  of  the Head Tax) order, writ, injunction, decree, award, rule
or regulation which materially and adversely affects the business, properties,
assets or condition, financial or otherwise, of the Company.
     11.      No Defaults.  The Company is not in default under, nor, to the
best  of  the Seller's knowledge and belief, has any event occurred which with
notice  or  lapse  of  time  or both, could result in a waiver of any material
right  or  default under, any outstanding indenture, mortgage, lease, contract
or agreement (including, without limitation, the Concession Contract) to which
the  Company is a party or by which the Company or its assets may be bound, or
under  any provision of the Company's Articles of Incorporation or By-Laws (or
comparable  instruments).   All liabilities of the Company are, and will be on
the Closing Date, current and not in default.
     12.      No Conflicts.  The execution and performance of this Agreement
and  the transactions contemplated hereby will not violate any provision of or
result  in  a  breach  of  or  constitute  a  default  under  the  Articles of
Incorporation  or By-Laws of the Company, or under any order, writ, injunction
or  decree of any court, governmental agency or arbitration tribunal, or under
any  contract,  agreement  or instrument to which the Company is a party or by
which  its  properties may be bound, or, to the best of the Seller's knowledge
and belief, under any law, statute or regulation.
     13.     Books and Records.  The books and records of the Company are in
all  material  respects  complete  and correct and to the best of the Seller's
knowledge  and  belief,  have been maintained in accordance with good business
practice and reflect a true record of all meetings or proceedings of the Board
of Directors and Shareholders of the Company.
     14.        Brokers.  Neither the Company nor the Seller, except for the
possible  obligation of the Seller with Oppenheimer & Co., Inc., is a party to
or  in any way obligated under a contract or other agreement, and there are no
outstanding  claims against either of them, for the payment of any broker's or
finder's  fees  in  connection  with  the  origin,  negotiation,  execution or
performance of this Agreement.
     15.     Title to Shares and Authority.  Each of the Seller and CMMS now
has  and  on the Closing Date will have valid title to the Shares and the CMMS
Share,  respectively,  and on the Closing Date will have full right, power and
authority  and due authorization to sell and transfer such Shares and the CMMS
Share  hereunder, and upon the delivery of and payment for such Shares and the
CMMS  Share, the Seller, with respect to the Shares, and CMMS, with respect to
the  CMMS  Share, will transfer to the Purchaser valid title thereto, free and
clear of any security interests, pledges, liens or similar encumbrances.  This
Agreement  constitutes the valid and legally binding obligation of the Seller,
enforceable in accordance with its terms.
     16.         Original Note.   The unpaid balance of the Original Note is
$8,626,007,  as of the date hereof. The Original Note has been entered into in
accordance  with  all  applicable  laws  and  there  are  no  restrictions,
governmental  or  otherwise, on the payment of the Original Note in accordance
with  its  terms.  The Seller has not pledged or assigned its rights under the
Original  Note, and on the Closing Date the Seller will have full right, power
and  authority  to sell and assign to the Purchaser a forty-nine (49%) percent
interest  in  and  to  the  Original  Note,  free  and  clear  of all security
interests,  liens  and  pledges.   The Seller has delivered to the Purchaser a
true and correct copy of the Original Note.
     17.       Leased Equipment.  The Seller now has and on the Closing Date
will  have  valid  title  to the Leased Equipment and on the Closing Date will
have  full  right,  power  and  authority  and  due  authorization to sell and
transfer  a  forty-nine (49%) percent interest in and to the Leased Equipment,
the  Lease  Agreement and the Lease Payments payable with respect thereto, and
upon  delivery  and  payment for such interest in and to the Leased Equipment,
the  Lease  Agreement  and the Lease Payments, the Seller will transfer to the
Purchaser  valid  title  thereto,  free  and  clear of any security interests,
pledges,  liens or similar encumbrances.  A true and correct copy of the Lease
Agreement  and  a  list  of  the  Leased  Equipment have been delivered to the
Purchaser.
     18.        Trademark Agreement.  The Seller has not pledged or assigned
its rights under the Trademark Agreement or to the Royalty, and on the Closing
Date  the  Seller will have full right, power and authority to sell and assign
to  the  Purchaser a forty-nine (49%) percent interest in and to proceeds from
the  Royalty,  free  and  clear of all security interests, liens and pledges. 
Notwithstanding  the  foregoing,  the  Purchaser  acknowledges  that it is not
acquiring,  nor  shall  it be deemed to acquire, any ownership or other rights
whatsoever in the trade names, trademark, logotypes and symbols covered by the
Trademark  Agreement.    The  Seller has delivered to the Purchaser a true and
correct copy of the Trademark Agreement.
     19.      Technical Assistance Agreement.  The Seller has not pledged or
assigned  its  rights  under  the  Technical  Assistance  Agreement  or to the
Technical  Assistance  Fee,  and on the Closing Date the Seller will have full
right,  power  and authority to sell and assign to the Purchaser a sixteen and
four-tenths  (16.4%)  percent  interest  in  and  to  the Technical Assistance
Agreement  and  the  Technical  Assistance Fee, free and clear of all security
interests, liens and pledges.
     20.      Bankroll and Reserves of the Company.  As of the Closing Date,
the Company shall have cash on hand for the Casinos' bankroll and reserves for
all  debts and other obligations of the Company in the amount of not less than
$350,000  (the  "Reserve  Amount").    The  Reserve Amount is adequate for the
operation  of  the  Casinos  and  the  business of the Company in the ordinary
course  of  business  as  heretofore  conducted.    The cash on hand as of the
Closing  Date  in excess of the Reserve Amount shall be paid by the Company to
Casino  Magic.    Such  excess  cash  on  hand  to  be paid to Casino Magic is
approximately $321,733.
     21.         Disclosure.  To the best of the Seller's knowledge, neither
this  Agreement,  the  Schedules  attached  hereto,  nor  any  other  document
furnished  by  the  Company  or the Seller to the Purchaser, taken as a whole,
contain  any  untrue  statement of a material fact or omit to state a material
fact  necessary  to  make  the  statements  contained  herein  and therein not
misleading, and except as disclosed herein or therein, there is no fact (other
than  matters  of a general economic or a political nature which do not effect
the  business  of  the  Company uniquely) known to the Seller which materially
adversely  effects  or  in the future can be reasonably expected to materially
adversely  effect  the properties, business, operations or financial condition
or prospects of the Company.
     22.     Representations and Warranties of the Purchaser.  The Purchaser
represents and warrants to the Seller that:
     23.         Organization, Standing and Authority of the Purchaser.  The
Purchaser  is  a  corporation  duly  organized,  validly  existing and in good
standing  under  the  laws of the State of Texas, and has full corporate power
and  authority  to conduct its business as it is now being conducted, to enter
into and carry out the provisions of this Agreement.
     24.          No  Violation.  Neither the execution and delivery of this
Agreement,  nor the consummation of the transactions contemplated hereby, will
24.  violate  any provision of the Articles of Incorporation or By-Laws of the
Purchaser,  24.  violate any provision of any agreement or other obligation to
which  the Purchaser is a party or by which the Purchaser is bound or to which
its  assets  are  subject,  24. violate or result in a breach of, constitute a
default  under,  any judgment, order, decree, rule or regulation of any court,
governmental agency or arbitration tribunal to which the Purchaser is subject,
or  24.  to the best of the Purchaser's knowledge and belief, violate any law,
statute or regulation.
     25.          Corporate  Proceedings  of  the Purchaser.  The execution,
delivery and performance of this Agreement has been authorized by the Board of
Directors  of  the  Purchaser,  and  this  Agreement constitutes the valid and
legally  binding  obligation  of the Purchaser, enforceable in accordance with
its terms.
     26.          Brokers.    The  Purchaser is not a party to or in any way
obligated  under  a  contract or other agreement, and there are no outstanding
claims  against  it,  for  the  payment  of  any  broker's or finder's fees in
connection  with  the  origin,  negotiation,  execution or performance of this
Agreement.
     27.     Investment.  The Shares will be acquired for investment and not
with a view to distribution thereof, nor with any intention of distributing or
selling or otherwise disposing of the Shares.
     28.      Disclosure.  To the best of the Purchaser's knowledge, neither
this  Agreement,  nor  any  other  document  furnished by the Purchaser to the
Seller,  taken  as a whole, contain any untrue statement of a material fact or
omit  to  state  a  material  fact  necessary to make the statements contained
herein and therein not misleading.
     29.     Conditions to Obligations of the Purchaser.  The obligations of
the  Purchaser  to  consummate  the  transaction  contemplated hereby shall be
subject  to  the  satisfaction,  on  or before the Closing Date, of all of the
following conditions unless expressly waived in writing by the Purchaser:
     30.          Representations  and  Covenants.   All representations and
warranties  of  the  Seller  contained  in this Agreement shall be true in all
material respects on and as of the Closing Date as if such representations and
warranties  were  made  on  and as of such date (except to the extent any such
representation  or  warranty  is  made as of a specified date), and the Seller
shall  have performed all agreements and covenants to be performed by it on or
prior to the Closing Date, and the Purchaser shall have received a certificate
dated  the  Closing Date, signed by the Seller, to the effect that such is the
case.
     31.          Opinion of Counsel.  The Purchaser shall have received the
opinion of Robert A. Callaway, General Counsel for the Seller and the Company,
dated the Closing Date, to the effect that:
     32.  the Company is a corporation duly organized, validly existing and in
good  standing under the laws of the Republic of Argentina and the Province of
Neuquen  and  has  corporate power to carry on its business as it is now being
conducted;
     33.  the  authorized  capital  stock  and  the  outstanding shares of the
Company  are  as set forth in Section 3(c) hereof, and the Shares and the CMMS
Share are duly and validly issued, fully paid, non-assessable and outstanding;
     34. this Agreement has been duly executed and delivered by the Seller and
constitutes  the  valid  and  binding  obligation of the Seller enforceable in
accordance  with  its  terms  (except  as  otherwise  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium and similar laws affecting creditors'
rights  and except that such counsel need not express an opinion as to whether
any covenant contained herein is specifically enforceable);
     35.  the  CMMS Stock Purchase Agreement (as hereinafter defined) has been
duly  executed  and  delivered  by  CMMS and constitutes the valid and binding
obligation  of  CMMS  enforceable  in  accordance  with  its  terms (except as
otherwise  limited  by  bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and except that such counsel need not
express an opinion as to whether any covenant contained herein is specifically
enforceable);
     36.  to  such counsel's knowledge, after due inquiry, the transfer of the
Assigned Properties from the Seller and the CMMS Share from CMMS shall vest in
the  Purchaser  valid ownership in the Assigned Properties and the CMMS Share,
free  and  clear  of  all  security  interests,  pledges, liens, encumbrances,
charges  or assessments, and no other endorsement is required to transfer such
ownership to the Purchaser, and such counsel is not aware of any adverse claim
with respect to any Assigned Properties and the CMMS Share;
     37.  except  as stated in such opinion or in Section 3 of this Agreement,
such  counsel  does  not  know  of  any litigation, proceeding or governmental
investigation  pending  or threatened against or relating to the Company or to
the  properties  or  business of the Company or against the Seller relating to
the transactions contemplated by this Agreement;
     38. to such counsel's knowledge, no authorization, consent or approval of
any  court  or  governmental body or authority is necessary to the validity of
the transfer by the Seller of the Shares and by CMMS of  the CMMS Share to the
Purchaser  as  provided  in  this  Agreement  and  in  the CMMS Stock Purchase
Agreement, respectively; and
     39.  to  such  counsel's  knowledge,  the consummation of the transaction
contemplated  by  this Agreement or the CMMS Stock Purchase Agreement will not
result  in  the  breach  of  or  constitute  a  default  under the Articles of
Incorporation  or  By-Laws  of  the  Company,  or  any loan, credit or similar
agreement  or  any  court decree to which the Company, the Seller or CMMS is a
party  and  of  which  such  counsel has knowledge, or by which any of them or
their properties may be bound.
     40.        Approval by Board of Directors of the Seller.  The Purchaser
shall  have  received  resolutions  of  the  Board of Directors of the Seller,
certified  by the Secretary or an Assistant Secretary of the Seller, approving
the transaction contemplated by this Agreement.
     41.         No Damage or Destruction.  Prior to the Closing Date, there
shall  not  have occurred any casualty to any facility, property, equipment or
inventory  owned  or  used  by the Company as a result of which either 41. the
monetary  amount of damage or destruction aggregates five (5%) percent or more
of  the  aggregate  book  value  shown  on  the books of account of the entire
facilities, properties and equipment of the Company, or 41. the total monetary
amount  of  damage  or  destruction  is  less  than  five  (5%) percent of the
aggregate  book  value shown on the books of account of the entire facilities,
properties and equipment of the Company, but more than $100,000, and such loss
shall  not  be substantially covered by valid, existing insurance underwritten
by responsible insurers.
     42.       No Material Adverse Changes.  The Seller shall have delivered
to  the  Purchaser  its  certificate  stating  that there has been no material
adverse  change (other than as permitted or contemplated under this Agreement)
in  the business, operations, financial condition or properties of the Company
since the Financial Statement Date.
     43.         Absence of Litigation.  No litigation, governmental action,
insolvency,  receivership  or  other  proceeding  shall  have been threatened,
asserted or commenced with respect to the transaction contemplated herein.
     44.         Shareholders' Agreement. The Purchaser and the Seller shall
have  entered  into  a  Shareholders'  Agreement  in substantially the form of
Exhibit "A" attached hereto.
     45.         Purchase of CMMS Share.   The Purchaser and CMMS shall have
entered  into a Stock Purchase Agreement (the "CMMS Stock Purchase Agreement")
whereby the Purchaser shall have acquired the CMMS Share.
     46.        Conditions to Obligations of the Seller.  The obligations of
the  Seller to consummate the transaction contemplated hereby shall be subject
to  the  satisfaction,  on or before the Closing Date, of all of the following
conditions, unless expressly waived in writing by the Seller:
     47.          Representations  and  Covenants.   All representations and
warranties  of  the Purchaser contained in this Agreement shall be true in all
material respects on and as of the Closing Date as if such representations and
warranties  were  made  on  and  as  of such date and the Purchaser shall have
performed  all  agreements  and covenants to be performed by it on or prior to
the  Closing  Date, and the Seller shall have received a certificate dated the
Closing Date, signed by the President or a Vice President of the Purchaser, to
the effect that such is the case.
     48.     Opinion of Counsel.  The Seller shall have received the opinion
of  T.  J.  Falgout, III, General Counsel for the Purchaser, dated the Closing
Date, to the effect that:
     49.  the  Purchaser is a corporation duly organized, validly existing and
in  good standing under the laws of the State of Texas and has corporate power
to carry on its business as it is now being conducted;
     50.  this  Agreement  has been duly authorized, executed and delivered by
the Purchaser, and (assuming valid execution and delivery by the other parties
hereto  or  thereto) is, or will be upon such execution, the valid and binding
obligation  of the Purchaser in accordance with its terms (except as otherwise
limited by bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting  creditors' rights, and except that such counsel need not express an
opinion  as  to  whether  any  covenant  contained  herein  is  specifically
enforceable); and
     51.  to  such  counsel's  knowledge,  the consummation of the transaction
contemplated  by this Agreement will not result in the breach of or constitute
a  default under the Articles of Incorporation or By-Laws of the Purchaser, or
any  loan,  credit  or  similar  agreement  or  any  court decree to which the
Purchaser is a party or by which the Purchaser or its properties may be bound.
     52.          Certified  Resolutions.    The  Seller shall have received
resolutions  of  the  Board  of  Directors  of the Purchaser, certified by the
Secretary  or  an  Assistant  Secretary  of  the  Purchaser,  authorizing  the
execution, delivery and performance of this Agreement.
     53.         Shareholders' Agreement. The Purchaser and the Seller shall
have  entered  into  a  Shareholders'  Agreement  substantially in the form of
Exhibit "A" attached hereto.
     54.      The Closing.  The execution and delivery of this Agreement and
the  instruments,  certificates  and  other  documents required hereunder (the
"Closing")  shall  take place at the offices of Crown Casino Corporation, 4040
North  MacArthur Boulevard, Suite 100, Irving, Texas, at 10:00 a.m. local time
on  May  30, 1997, or at such subsequent time and day or other location as may
be mutually agreed by the Purchaser and the Seller.  The date and time of such
execution  and  delivery  is herein called the "Closing Date".  On the Closing
Date, against delivery of the Purchase Price pursuant to Section 2 hereof, 54.
certification  of  ownership  and  a  copy  of  the  Company's  stock register
representing  the Purchaser's ownership of the Shares and the CMMS Share shall
be  delivered  by the Company, to the Purchaser, 54. the Original Note and the
unpaid  principal  and  accrued interest thereon shall be evidenced by two (2)
promissory  notes (the "New Notes"), one payable to the Seller and one payable
to  the  Purchaser, in the amount of 51% and 49%, respectively, of such unpaid
balance,  which  New  Notes  shall  be  substantially  the same except for the
principal  amount,  and  54.  a  bill  of sale and assignment conveying to the
Purchaser  the  Purchaser's  interest  in and to (i) the Leased Equipment, the
Lease  Agreement  and  the  Lease  Payments,  (ii)  the  Technical  Assistance
Agreement  and  the  Technical Assistance Fee, and (iii) the Royalty.  The New
Notes  referenced  in  (b) above and bill of sale and assignment referenced in
(c)  above  shall be in substantially the form attached hereto as Exhibits "B"
and "C", respectively.
     55.     Nature and Survival of Representations and Warranties.
     56.     Nature of Statements.  All statements contained in any schedule
or any certificate or other instrument delivered by or on behalf of the Seller
or  the  Purchaser  pursuant  to  this  Agreement  or  in  connection with the
transactions  contemplated  hereby  shall  be  deemed  representations  and
warranties made by the Seller or the Purchaser, as the case may be.
     57.          Survival  of  Representations  and  Warranties.    All
representations,  warranties, covenants, agreements and undertakings contained
herein  or  in  any  Schedule,  certificate  or  other  document  shall remain
operative  and in full force and effect, and shall survive the Closing and the
delivery  of  all  consideration and documents pursuant to this Agreement, and
shall continue in effect for a period of four (4) years after the Closing Date
and,  as to representations made by the Seller concerning or affecting any tax
liability  of  the  Company,  until  a  date which is six (6) months after the
statute  of  limitations  has  run  against the applicable taxing authorities;
provided, however, that any such representation, warranty, covenant, agreement
or  undertaking  as to which a bona fide claim shall have been asserted during
such  survival  period  shall continue in effect until such time as such claim
shall have been resolved in accordance with the terms of this Agreement.

<PAGE>
     58.     Indemnification by Seller and Related Matters.
     59.          Indemnification  by  Seller.  The Seller agrees to defend,
indemnify  and  hold  harmless  the  Purchaser and its successors and assigns,
from, against and in respect of any and all loss or damage resulting from:
     60.  the  breach by the Seller of any of the warranties, representations,
covenants, agreements or undertakings contained herein;
     61.  the  breach  by  CMMS  of  any  of  the warranties, representations,
covenants,  agreements  or  undertakings  contained in the CMMS Stock Purchase
Agreement; and
     62. any liability arising out of any and all actions, suits, proceedings,
claims, demands, judgments, costs and expenses (including reasonable legal and
accounting  fees)  incident  to  any  of  the  foregoing  (collectively,  the
"Losses").
     63.         Procedure for Making Claims.  If and whenever the Purchaser
desires  to  claim indemnification by the Seller pursuant to the provisions of
this  Section  9,  the  Purchaser  shall  promptly  deliver  to  the  Seller a
certificate  signed  by the Chairman of the Board, President or Vice President
of  the  Purchaser (the "Notice of Claim") 63. stating that the Purchaser, its
successors  and  assigns,  has  paid  or  properly  accrued losses, damages or
expenses  in  an aggregate stated amount to which the Purchaser is entitled to
indemnification  pursuant  to  this  Section 9, provided, however, such notice
shall  be  given  prior  to  the payment of an indemnity item if reasonable in
light  of  the circumstances causing, or threatening to cause, a loss, and 63.
specifying  the  individual  items  of loss, damage or expense included in the
amount so stated, the date each such item was paid or properly accrued and the
nature  of  the  misrepresentation,  breach of warranty or claim to which such
item is related, provided, however, failure to notify the Seller shall relieve
the  Seller from liability only if it is prejudiced thereby.  The Seller shall
have  the  right  to  defend  any claim by a third party at the expense of the
Seller.    The  Purchaser  shall  provide  to  the  Seller prompt and complete
disclosure  of  all pertinent information in the possession of or available to
the  Purchaser  and shall extend full and timely assistance in the cooperation
in the investigation of the defense of the claim, suit or action, with respect
to  which  such indemnification is claimed.  The Seller, in the defense of any
such  suit,  action  or  proceeding,  shall  not  consent  to the entry of any
judgment or decree except with the written consent of the Purchaser, nor enter
into  any  settlement (except the written consent of the Purchaser) which does
not  include  as  an  unconditional term thereof the giving by the claimant or
plaintiff  to  the  Purchaser  of a release from every liability in respect of
such  claim,  suit,  action  or  proceeding.  In any defense of any claim by a
third  party,  the Purchaser shall have the right (but shall not be obligated)
to participate in such defense through counsel of its own selection and at its
own expense.
     64.       Head Tax.  The Seller agrees to pay to the Company, directly,
or  if  not  paid  by  the Seller directly, on demand by the Purchaser, out of
monies owed to the Seller under the Seller's New Note, the Lease Payments, the
Technical  Assistance  Fee and the Royalty, an amount equal to the unpaid Head
Tax  for  all  periods  prior  to  the  Closing  Date, if and when paid by the
Company.    To  the  extent  the  Company  pays such Head Tax and subsequently
receives  a  refund  thereof or credit or offset therefor, the Seller shall be
reimbursed  by  the  Company  for the amount paid to the Company by the Seller
pursuant to this Section 9(c).
     65.          Customs  Dispute.    The Seller agrees to pay the Company,
directly,  or  if not paid by the Seller directly, on demand by the Purchaser,
out  of  monies  owed  to  the  Seller  under the Seller's New Note, the Lease
Payments, the Technical Assistance Fee and the Royalty, an amount equal to the
fine, penalty or other assessment (the "Customs Assessment") imposed upon, and
paid  by,  the  Company,  arising  out  of  the  Company's  dispute  with  the
Argentinean customs officials regarding the imported gaming equipment.  To the
extent  the  Company  pays  the Customs Assessment and subsequently receives a
refund thereof or credit or offset therefor, the Seller shall be reimbursed by
the  Company for the amount paid to the Company by the Seller pursuant to this
Section 9(d).
     66.     Indemnification by the Purchaser and Related Matters.
     67.          Indemnification by the Purchaser.  The Purchaser agrees to
defend, indemnify and hold harmless the Seller and its successors and assigns,
from, against and in respect of any and all loss or damage resulting from:
     68.  the  breach  by  the  Purchaser  of  any  of  its  warranties,
representations, covenants, agreements or undertakings contained herein; and
     69. any liability arising out of any and all actions, suits, proceedings,
claims, demands, judgments, costs and expenses (including reasonable legal and
accounting  fees)  incident  to  any  of  the  foregoing  (collectively,  the
"Losses").
     70.          Procedure  for  Making Claims.  If and whenever the Seller
desires  to  claim indemnification by the Purchaser pursuant to the provisions
of  this  Section  10,  the  Seller  shall promptly deliver to the Purchaser a
certificate  signed by the Seller (the "Notice of Claim") 70. stating that the
Seller,  its  successors  or  assigns,  have  paid or properly accrued losses,
damages  or  expenses  in  an  aggregate  stated amount to which the Seller is
entitled  to  indemnification  pursuant to this Section 10, and 70. specifying
the  individual  items  of  loss,  damage or expense included in the amount so
stated, the date each such item was paid or properly accrued and the nature of
the  misrepresentation,  breach  of  warranty  or  claim to which such item is
related,  provided, however, failure to notify the Purchaser shall relieve the
Purchaser  from  liability  only  if  it is prejudiced thereby.  The Purchaser
shall  have  the  right to defend any claim by a third party at the expense of
the  Purchaser.  The Seller shall provide to the Purchaser prompt and complete
disclosure  of  all pertinent information in the possession of or available to
the  Seller  and shall extend full and timely assistance in the cooperation in
the investigation of the defense of the claim, suit or action, with respect to
which  such  indemnification is claimed.  The Purchaser, in the defense of any
such  suit,  action  or  proceeding,  shall  not  consent  to the entry of any
judgment  or  decree  except  with the written consent of the Seller nor enter
into  any settlement (except the written consent of the Seller) which does not
include  as  an  unconditional  term  thereof  the  giving  by the claimant or
plaintiff  to  the Seller of a release from every liability in respect of such
claim,  suit,  action  or  proceeding.  In any defense of any claim by a third
party,  the  Seller  shall  have  the  right  (but  shall not be obligated) to
participate  in  such  defense through counsel of its own selection and at its
own expense.
     71.         Expenses.  The Seller and the Purchaser shall pay their own
expenses  (including  without  limitation  counsel  and  accounting  fees  and
expenses)  incident  to the preparation and carrying out of this Agreement and
the consummation of the transactions contemplated hereby.
     72.   Notices.  All notices, demands and requests which may be given or
which  are required to be given by either party to the other, and any exercise
of  a right of termination provided by this Agreement, shall be in writing and
shall  be  deemed  effective  when  either:  72.  personally  delivered to the
intended  recipient;  72. sent by certified or registered mail, return receipt
requested, addressed to the intended recipient at the address specified below;
72.  delivered in person to the address set forth below for the party to which
the  notice  was  given;  72.  deposited  into  the  custody  of  a nationally
recognized  overnight  delivery  service  such as Federal Express Corporation,
Emery or Purolator, addressed to such party at the address specified below; or
72.  sent  by  facsimile,  telegram  or  telex, provided that receipt for such
facsimile,  telegram  or  telex  is  verified  by the sender and followed by a
notice  sent  in accordance with one of the other provisions set forth above. 
Notices shall be effective on the date of delivery or receipt, of, if delivery
is  not accepted, on the earlier of the date that delivery is refused or three
(3) days after the date the notice is mailed.  For purposes of this Paragraph,
the addresses of the parties for all notices are as follows (unless changes by
similar  notice in writing are given by the particular person whose address is
to be changed):
     73.  if to the Seller, to Casino Magic Corp., 711 Casino Magic Drive, Bay
St. Louis, MS 39530; Attention: Marlin F. Torguson, Chairman of the Board; Fax
(601) 467-7998;
     With  a copy to: Robert A. Callaway, General Counsel, Casino Magic Corp.,
711 Casino Magic Drive, Bay St. Louis, MS 39530; Fax (601) 467-3407;
     74.    or  if  to  the Purchaser, to Crown Casino Corporation; 4040 North
MacArthur  Boulevard,  Suite  100,  Irving,  Texas 75038; Attention: Edward R.
McMurphy, President; Fax (972) 719-4466;
     With  a copy to: T. J. Falgout, III, Executive Vice President and General
Counsel,  4040  North MacArthur Boulevard, Suite 100, Irving, Texas 75038; Fax
(972) 719-4466.
Any  party hereto may designate a different address by written notice given to
the other parties.
     75.     Satisfaction of Conditions; Termination.
     76.       Best Efforts to Satisfy Conditions.  The Seller agrees to use
its  best  efforts to bring about the satisfaction of the conditions specified
in Section 5 hereof, and the Purchaser agrees to use its best efforts to bring
about the satisfaction of the conditions specified in Section 6 hereof.
     77.          Termination.    This  Agreement may be terminated, without
liability on the part of any party hereto to any other party hereto, by:
     78.  the Board of Directors of the Purchaser, if a material default shall
be  made  by the Seller in the observance or in the due and timely performance
by  the  Seller  of any of the covenants of the Seller herein contained, or if
there shall have been a material breach by the Seller of any of the warranties
and  representations  of  the Seller herein contained, or if the conditions of
this Agreement to be complied with or performed at or before the Closing shall
not  have  been  complied  with  or  performed  at  the time required for such
compliance or performance and such non-compliance or non-performance shall not
have been waived by the Purchaser; or
     79.  the  Seller, if a material default shall be made by the Purchaser in
the observance or in the due and timely performance by the Purchaser of any of
the covenants of the Purchaser herein contained, or if there shall have been a
material  breach by the Purchaser of any of its warranties and representations
herein  contained,  or if the conditions of this Agreement to be complied with
or  performed  by  the  Purchaser at or before the Closing shall not have been
complied  with  or  performed  at  the  time  required  for such compliance or
performance  and  such  non-compliance  or non-performance shall not have been
waived by the Seller.
In  the event of termination by the Purchaser or the Seller as provided above,
written notice shall forthwith be given to the other party.
     80.     Miscellaneous.
     81.        Assignment.  This Agreement may not be assigned by any party
hereto  without  the  prior  written  consent  of the other parties, provided,
however,  the  Purchaser  shall have the right at any time prior to Closing to
assign  this Agreement to a corporation wholly owned by the Purchaser, so long
as  the  Purchaser,  by  written agreement acceptable to the Seller, agrees to
guarantee the performance by such assignee of the terms and provisions hereof.
 Subject  to  the  foregoing,  this .Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
     82.          Section and Paragraph Headings.  The Section and Paragraph
headings  of  this  Agreement  are  for  reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
     83.     Amendment.  This Agreement may be amended only by an instrument
in writing executed by the parties hereto.
     84.       Entire Agreement. This Agreement and the exhibits, Schedules,
certificates  and documents referred to herein constitute the entire agreement
of  the  parties, and supersede all understandings with respect to the subject
matter hereof.
     85.       Public Announcements.  No publication and/or press release of
any  nature  shall  be  issued pertaining to this Agreement or the transaction
contemplated  hereby  without  the prior written approval of the Purchaser and
the Seller, except as may be required by law.
     86.      Counterparts.  This Agreement may be executed in counterparts,
each  of  which shall be deemed an original, but all of which shall constitute
one and the same instrument.
     87.     Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
     88.     Arbitration.    All disputes or claims arising out of or in any
way  relating  to this Agreement shall be submitted to and determined by final
and  binding  arbitration  under  the  rules  of  the  American  Arbitration
Association.    Arbitration  proceedings may be initiated by any party to this
Agreement  upon  notice  to  the  other  party and to the American Arbitration
Association and shall be conducted by three (3) arbitrators under the rules of
the American Arbitration Association in Dallas, Texas; provided, however, that
the  parties  may  agree  following  the  giving  of  such  notice to have the
arbitration  proceedings  conducted with a single arbitrator.  The notice must
specify  in  general  the  issues  to  be  resolved  in  any  such arbitration
proceeding.   The arbitrators shall be selected by agreement of the parties to
the  arbitration  proceeding  from  a  list  of  five  (5) or more arbitrators
proposed  to  the  parties  by  the American Arbitration Association or may be
persons  not on such list as agreed to by the parties to such arbitration.  If
the parties to the arbitration proceedings fail to agree on one (1) or more of
the persons to serve as arbitrators within fifteen (15) days after delivery to
each  party  hereto  of  the  list  as  proposed  by  the American Arbitration
Association,  then  at  the request of any such party to such proceeding, such
arbitrators  shall  be  selected at the discretion of the American Arbitration
Association.    Where  the  arbitrators  shall  determine  that an arbitration
proceeding  was  commenced  by  a  party  frivolously  or  without  a basis or
primarily  for  the purpose of harassment or delay, the arbitrators may assess
such  party  the cost of such proceedings including reasonable attorneys' fees
of  any  other  party.    In  all  other  cases, each party to the arbitration
proceeding  shall  bear  its  own costs and its pro-rata share of the fees and
expenses  charged  by the arbitrators and the American Arbitration Association
in  connection with any arbitration proceeding.  Any award or equitable relief
granted by the arbitrators shall be enforced in accordance with the provisions
of Texas Statutes.  Notwithstanding the foregoing, nothing herein will prevent
a  party from seeking and obtaining equitable relief from a court of competent
jurisdiction pending a final decision of the arbitrators and the proper filing
of  such  decision with such court, in which event, each of the parties hereto
(i)consents and submits to the jurisdictionof the Courts of the State of Texas
and  of  the  Courts  of  the United States for a judicial district within the
territorial  limits  of the State of Texas for all purposes of this Agreement,
including,  without  limitation,  any  action or proceeding instituted for the
enforcement  of any right, remedy, obligation or liability arising under or by
reason  hereof;  and  (ii) consents and submits to the venue of such action or
proceeding in the City of Dallas and County of Dallas, Texas (or such judicial
district of a Court of the United States as shall include the same).
     IN  WITNESS WHEREOF, this Agreement has been duly executed by the parties
as of the date and year first above written.

                              PURCHASER:

                              CROWN CASINO CORPORATION


                              By:  /s/ Edward R. McMurphy
                                   Edward R. McMurphy, President


                              SELLER:

                              CASINO MAGIC CORP.


                              By:  /s/ Robert A. Callaway
                                   Robert A. Callaway, Secretary