AGREEMENT



DATE:     12 December 1996

PARTIES:     Touristiki Georgiki Exagogiki S.A.     ("TGE")
     9 Frangini Street
     Thessaloniki
     Greece

     Parral Compania Naviera S.A.     ("Parral")
     c/o MN Trust
     Rue Saint-Ldger 8, P.O. Box 24
     1211 Geneva 4
     Switzerland

     Casino Magic (Europe) B.V.     ("CME")
     Emmaplein 5, 1075 AW Amsterdam
     P.O. Box 75215, 1070 AE Amsterdam
     The Netherlands

     Casino Magic Hellas Management Services S.A.     ("CMH")
     711 Casino Magic Drive
     Bay St. Louis, MS 39520
     U.S.A.

     Casino Magic Corp.     ("CMC")
     711 Casino Magic Drive
     Bay St. Louis, MS 39520
U.S.A.


                                  RECITALS

     A.       TGE, Parral, CME, CMC and Casino Magic Management Services Corp.
("CMMSC") entered into that certain joint venture agreement dated 14 June 1994
which  was  amended  by  agreement  dated  29  April  1995 (such joint venture
agreement, as amended is referred to herein as the "Joint Venture Agreement").

B.     Pursuant to the Joint Venture Agreement, Porto Carras
Casino  S.A.  ("PCC")  was  created  to own and operate a gaming casino at the
Sithonia  Hotel  at  Porto  Carras  (the "Casino") and to operate the Sithonia
Hotel.    On  30  December  1994,  the Republic of Greece granted PCC a gaming
license to operate a casino at Porto Carras (the "Gaming License").

     C.      Pursuant to the terms of the Joint Venture Agreement, PCC entered
into  a  lease for the Sithonia Hotel with TGE dated 3 August 1994, as amended
(the "Lease").

     D.      Pursuant to the terms af the Joint Venture Agreement, PCC entered
into  a  management  agreement  with  CME dated 29 April 1995 (the "Management
Agreement").

     E.      Pursuant to the terms of the Joint Venture Agreement, PCC entered
into a license agreement with CMC (the "CMC License").



     F.     Pursuant to the terms O:E the Joint Venture Agreement, PCC entered
into a license agreement with TGE (the "TGE License").

     G.       On 29 April 1995 TGE, Parral, CME, CMMSC and CMC entered into an
agreement which contained a number of provisions including an agreement by CME
to advance certain funds to PCC (the "April 1995 Agreement").

     H.     Parral and CME entered into a management fee agreement dated as of
29  April  1995  pursuant  to  which CME was permitted to manage certain other
casinos  in  Greece  and was obligated to make certain payments to Parral (the
"Management Fee Agreement").



     I.     In September 1996, CME advanced funds to PCC to cover an immediate
cash shortfall.

     J.       The Tax Authorities of Thessaloniki by decisions numbered 157/96
and  158/96  notified  PCC of the assessment of a fine against PCC (the "Fine
11).

     K.      PCC is continuing to experience a severe cash shortage and cannot
survive without an immediate additional cash infusion.  As of the date hereof,
the  parties  hereto  and  PCC  have  entered into an agreement with the Buyer
pursuant  to  which all of the outstanding shares of PCC will be sold to Buyer
(the "Sale Agreement").

     L.       The parties hereto have from time to time made claims that other
parties  hereto  have not fulfilled their respective obligations     under the
Operative Aqreements and otherwise.

     M.        The purpose of this Agreement is to provide a settlement of all
past  claims  and  disputes  so that the transactions contemplated by the Sale
Agreement can be concluded.

                                  AGREEMENT:

The  parties  hereto,  each intending to be legally bound, agree that upon the
consilmmation  of  the  transactions contemplated by the Sale Agreement, the
following agreements will become effective:
                          ARTICLE 1 - DEFINITIONS

In  this  Agreement,  including  the Recitals, the following expressions shall
have the meanings indicated below:

"April  1995  Agreement"  shall  have the meaning ascri-bed to it in Recital G
hereto.

"Buyer" shall mean Murbec Inc, a company incorporated, organized and ex4-sting
under  the  laws  of  Quebec,  Canada, with a place of business at 1320 Graham
Blvd,  Suite  335,  town  of  Mount  Royal,  Quebec, Canada or another company
designated by Murbec Inc.

"Casino" shall have the meaning ascribed to it in Recital B hereto.

"CMC" shall mean casino magic Corp.

"CMC License" shall have the meaning ascribed to it in Rec'ital E hereto.
"CME" shall mean Casino Magic (Europe) B.V.
"CMHII shall mean Casino Magic Management Hellas, S.A.
"CMMSCII shall mean Casino Magic Management Services Corp.

"Fine" shall have the meaning ascribed to it in Recital J hereto.

"Gaming License,, shall have the meaning ascribed to it in Recital B hereto.

"Joint  Venture  Agreement" shall have the meaning ascribed to it in Recital A
hereto.

"Lease" shall have the meaning ascribed to it in Recital C hereto.

"Management  Agreement"  shall  have  the  meaning ascribed to it in Recital D
hereto.

"Management  Fee Agreement" shall have the meaning ascribed to it in Recital H
hereto.

"Operative  Agreements"  shall  mean collectively the Joint Venture Agreement,
the  Lease,  the  Management  Agreement, the CMC License, the TGE License, the
April 1995 Agreement and the Management Fee Agreement.

"Parral" shall mean Parral Compania Naviera, S.A.
IIPCC" shall mean Porto Carras Casino S.A.

"Sale Agreement" shall have the meaning ascribed to it in Recital K hereto.

"TGE" shall mean Touristiki Georgiki Exagogiki, S.A.

'ITGE License" shall have the meaning ascribed to it in Recital F hereto.


ARTICLE 2 - MUTUAL RELEASES

2.          1  TGE  and Parral, an behalf of themselves and on behalf of their
respective  agents,  representatives,  officers,  directors,  shareholders,
successors  and  assigns  hereby  unconditionally  and  f  orever  release and
discharge  each  of  CME,  CMH and CMC, and each of their officers, directors,
employees,  shareholders,  subsidiaries,  agents,  attorneys,  successors  and
assigns  (including  without  limitation  all  persons  Twho  have  served  as
directors  of CME, CMH or CMC prior to the date hereof and all persons who may
so  serve in the future), from any and all actions, causes of actions, claims,
suits  and/or  debts,  whether  known  or  unknown, asserted o-unasserted, and
howsoever  arising  (whether  based  in contract, tort, statute or otherwise),
which  any  of  them  now  or  in  the future may have concerning, relating or
referring  to  any  facts,  circumstances,  occurrences  or events existing or
occurring  at  any  time  prior  to  and  through  the  date  the transactions
contemplated  by  tl7ie  Sale  Agreement  are  consummated,  including without
limitation,  any  such actions, causes of actions, claims, suits and/or debts,
which arise out of or are related to the Operative Agreements.


     2.2       TGE and Parral, on behalf of themselves and on behalf of @-heir
respective  agents,  representatives,  officers,  directors,  shareholders,
successors  and  assigns  hereby  unconditionally  and  forever  release  and
discharge PC,@-, and its officers, directors, employees, shareholders, agents,
attorneys,  successors  and  assigns (including without limitation all persons
who  have  served as directors of PCC prior to the date hereof and all persons
who  may so serve in the future), from any and all actions, causes of actions,
claims,  suits and/or debts, whether known or unknown, asserted or unassarted,
and howsoever arising (whether based in contract, tort, statute or otherdise),
which  any  of  them  now  or  in  the future may have concerning, relating or
referring  to  any  facts,  circumstances,  occurrences  or events existing or
occurring  at  any  time  prior  to  and  through  the  date  the transactions
contemplated  by  time  prior  to  and  through  the  date  the  transactions
contemplated  by  the  Sale  Agreement  are  consummated,  including  without
limitation,  (any such actions, causes of actions, claims, suits and/or debts,
which  arise  out  of  or  are  related  to  the  Operative  Agreements.
Notwithstanding  the  foregoing  sentence,  TGE does not release its claim for
rent  which is due and payable as of the date hereof or ng in the future.  TGE
does,  however,  pursuant  to  this  Clause elease any claim of default by PCC
under the Lease through te the transactions contemplated by the Sale Agreement
are consummated.


2.3          CMH,  CME and CMC, on behalf of themselves and on behalf of their
resioective  agents,  representatives,  officers,  directors,  shareholders,
successors  and  assigns  hereby  unconditionally  and  forever  release  and
discharge TGE and Parral, and their respective officers, directors, employees,
shareholders,  agents,  attorneys,  successors  and assigns (including without
limitation  all persons who have served as directors of TGE or Parral prior to
the  date hereof and all persons who may so serve in the future), from any and
all  actions,  causes of actions, claims, suits and/or debts, whether known or
unknown,  asserted  or  unasserted,  and  howsoever  arising (whether based in
cant--act, tort, statute or otherwise), which any of them now or in the future
may  have  concerning,  relating  or  referring  to  any facts, circumstances,
occurrences  or  events existing or occurring at any time prior to and through
the  date the transactions contemplated by the Sale Agreement are consummated,
including  without  limitation,  any  such actions, causes of actions, claims,
suits  and/or  debts,  which  arise  out  of  or  are related to the Operative
Agreements.

                      ARTICLE 3 - OPERAT = AGREEMENTS

3.1          Joint  Venture  Agreement.    The  Joint Venture Agreement will
terminate,  and  no  party  thereto  shall have any liabilities or obligations
pursuant thereto from and after such termination.

3.2     Management Agreement. CMH shall agree to an immediate termination of
the Management Agreement.

3.3  April  1995 Acireement. The April 1995 Agreement will terminate, and no
party  thereto shall have any liabilities or obligations pursuant thereto from
and after such termination.

3.4          Management  Fee  Agreement.   The Management Fee Agreement will
terminate,  and  no  party  thereto  shall have any liabilities or obligations
pursuant thereto from and after such termination.

3.5          Lease.    The  Lease  shall  remain in effect notwithstanding the
consummation of the transactions contemplated by the Sale Agreement.

3.6  CMC  License.   The CMC License will be amended as provided in the Sale
Agreement.

3.7     TGE License.  The TGE License shall remain in effect notwithstanding
the consummation of the transactions contemplated by the Sale Agreement.

                         ARTICLE 4 - MISCELLANEOUS

4.  1          Governincr  Laws.     This Agreement shall be governed by and
construed in accordance with the laws of England.

4.2       Counterparts and Execution.  This Agreement may be executed in any
number  of  counterparts  and  with  facsimi          signatures.   Any single
counterpart  or  set  of  counterparts  signed,  in either case by the parties
hereto either as originals or as facsimile copies, shall constitute a full and
original agreement for all purposes.

4.3        Notices.  In any case where any notice Or Other COMMunications is
required or permitted to be given hereunder, such notice or co=unication shall
be  in  Twriting  and  (a)  personally  delivered by means of courier or other
available  f  orm,  (b)  sent  by  postage  prepaid registered airmail, or (c)
transmitted by telex or (d) transmitted by telefax, as follows:

(a)     If to TGE:
               Touristiki Georgiki Exagogiki S.A.
               Porto Carras, Neos Marmaras, Sithonia
               63081 Halkidiki
               Greece
               Telecopier No.: (375) 71229

     With copy to:
               Touristiki Georgiki Exagogiki S.A.
               28 Akadimias Street
               106 71 Athens
               Greece
               Telecopier No.: (1)3644103



(b)     If to Parral:
               Parral Compania Naviera S.A
               c/o MN Trust
               Rue Saint-Ldger 8, P.O. Box 24
               1211 Geneva 4
               Switzerland
               Telecopier No.: (22) 313 31 20



     With copy to:
               Mr. E.K. Stavrianakis
               Attorney at Law
               Albany House
               324/326 Regent Street
               London, WlR SAA
               Telecopier No. (071) 436 3618



(c)     If to CME:
               Casino Magic (Europe) B.V.
               Attn: Chief Executive Officer
               711 Casino Magic Drive
               Bay St. Louis, MS 39520
               Telecopier No.: (601) 467-7998

(d)     If to CMH:
               Casino Magic Hellas Management Services,
               S.A.
               Attn: Chief Executive Officer
               711 Casino magic Drive
               Bay Saint Louis, Mississippi 39520
               Telecopier No.: (601) 467-7998

(e)     If to CMC:
               Casino Maqic Corp.
               Attn: Chief Executive Officer
               711 Casino Magic Drive
               Bay Saint Louis, Mississippi 39520
               Telecopier No.: (601) 467-7998

(f)      If to CME, CMH or CMC a copy to:
               General Counsel
               Casino Magic Crop.
               711 Casino maqic Drive

               Bay Saint Louis, Mississippi 39520
               Telecopier No.: (601) 467-7998


All such notices or other communications shall be deemed to have been given or
received  (i)  upon  reciaipt  if  personally delivered, (ii) on the fifth day
following  posting if by mail, (iii) when sent with confirmed answerback if by
telex,  and  (iv)  when  sent  with  transmission  confirmation evidence if by
telefax.

4.4      Arbitration.  Any disputes arising out of this Agreement, including
any  questions  regarding  its  existence,  validity  or  termination shall be
referred  to  and finally resolved by arbitration in London under the Rules of
the  London  Court  of International Arbitration, which Rules are deemed to be
incorporated  by  reference  into  this  Clause.    Such  arbitration shall be
conducted in accordance with the provisions of the Arbitration Act 1979.

4.5          Bindinct  Effect;  Assicrnment.   Except as otherwise expressly
provided,  this  Agreement shall inure to the benefit and be binding upon each
party hereto and their respective successors and permitted assigns.

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

                         TOURISTIKI GEORGIKI EXAGOGIKI S.A.

                         By:
                         Title: Chairman of the Board of Directors

                         PARRAL COMPANI NAVIERA S.A.

                         By:
                         Title:


                         CASINO MAGIC
                         HELLAS MANAGEMENT SERVICES S.A.

                         By:
                         Title:


                         CASINO MAGIC (EUROPE) B.V.


                         By:
                         Title:


                         CASINO MAGIC CORP.


                         By:
                         Title: