AGREEMENT


THIS AGREEMENT is made this .12. day of December 1996 by and between:

Parral  Compania  Naviera S.A., a company incorporated, organized and existing
under  the  laws of Panama with a place of business at rue Saint-Leger 8, P.O.
Box  24,  1211  Geneva  4,  Switzerland,  (hereinafter  referred  to  as
"Parral/Seller"),

Casino  Magic  (Europe)  B.V.,  a company incorporated, organized and existing
under  the  laws of the Netherlands with its registered office at Emmaplein 5,
1075  AW  Amsterdam,  P.O.  Box  75215,  1070  AE  Amsterdam, the Netherlands,
(hereinafter referred to as "CME/Seller"),

on the one part, and

Murbec  Inc,  a company incorporated, organized and existing 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,
(hereinafter referred to as "Buyer"),

on the other part, and

Porto Carras Casino S.A., a company incorporated, organized and existing under
the  laws  of  Greece,  with  its  registered  office  at  9  Frangini Street,
Thessaloniki, Greece, (hereinafter referred to as "PCC/Company"),

Casino  Magic  Hellas  Management  Services  S.A.,  a  company  incorporated,
organized  and existing under the laws of Greece, with its registered of f ice
at 57, Themistokli Sofouli Street, Kalamaria, Greece, (hereinafter referred to
as "CMH/Manager"),

Touristiki  Georgiki  Exagogiki  S.A.,  a  company incorporated, organized and
existing  under the laws of Greece, with its registered of f ice at 9 Frangini
Street, Thessaloniki, Greece, (hereinafter referred to as  "TGE/Lessor"),

Casino  Magic  Corp.  a company incorporated, organized and existing under the
laws  of  the  State of Minnesota, USA, with a place of business at 711 Casino
Magic  Drive,  Bay  St.  Louis,  MS 39520, U.S.A., (hereinafter referred to as
"CMC/Licensor").

The  above  parties  have  reached  an  agreement  for  the sale of all of the
outstanding  shares in the share capital of PCC (the "Shares") to Buyer on the
following terms:

1.1.          Buyer  agrees  to  acquire 51% of the Shares from Parral for the
consideration  of a sum of US$1,000,000 net of any charges whatsoever, payable
in  immediately available funds to Parral or in the manner described in clause
8.3. hereof, and the obligations undertaken under the terms of this Agreement.
 Buyer  agrees  to  acquire  49%  of  the  Shares  of    PCC  from CME for the
consideration  of  US$l and the obligations undertaken under the terms of this
Agreement.

1.2.          Any  charges,  taxes or other payments whatsoever related to the
transfer  of  the  shares  or which may be imposed as a result thereof will be
borne  exclusively  by  Buyer.  Parral and CME shall not be liable to make any
payment  whatsoever  in connection with the transfer of the Shares to Buyer or
in  connection  with  PCC in general, except any payment that CME may be under
the obligation to make under clause 3 hereof.

2.1       Buyer acknowledges that PCC has and will have at the time of closing
the  transaction  hereby  agreed  (the  "Closing") significant obligations and
liabilities and is satisfied about it.


2.2          Parral,  CME,  PCC,  CMH,  TGE and CMC make no representations or
warranties  whatsoever  in  respect  of the obligations and liabilities of PCC
except the following:

(i)          PCC, CME, PARRAL and CMH warrant that the gaming equipment of the
Porto  Carras Casino has been purchased and not leased by PCC and that PCC has
not granted any contractual security interest on such equipment.

(ii)        PCC warrants that it has not entered into any employment contracts
with  its  employees other than usual employment contracts under Greek law and
in  particular  that it has not entered into employment contracts of unusually
lengthy period or contracts with special advisors on a long term basis.  It is
however  acknowledged  and  agreed  that  PCC  has recognized prior service of
certain employees with TGE and assumed relevant liabilities in connection with
the accrual of severance pay in favour of these employees.

(iii)      PCC warrants that income tax for financial year 1995, calculated on
the basis of declared income, has been paid.

2.3          Buyer  unconditionally  guarantees and undertakes that all of the
obligations  and liabilities of PCC accrued and/or accruing to the date of the
Closing which could result in personal liability on the part of any members of
the  board  of directors of PCC past or present shall be paid and satisfied in
full.

2.4      CME, Parral, CMC, CMH and PCC acknowledge that the liabilities on the
books  of  PCC owing to CME, CMC and CMH were intended to be treated as equity
contributions  and  not  as  obligations  of  PCC to CME, CMC and CMH.  At the
Closing,  Parral  and  CME  shall  take  all  necessary  actions to have those
liabilities  of  PCC owing to CME, CMH and CMC converted into share capital of
PCC.    All  the shares which will be issued as a result of such conversion of
liabilities into share capital will at and upon Closing also be transferred to
the  Buyer for the consideration of US$l and the obligations undertaken on the
terms of this Agreement.

3.     PCC, CMC, CME and CMH will at and upon Closing mutually release each of
the  other  entities  from  any  claims  whatever.   In consideration for such
release  CMC  shall  procure  that CME shall pay PCC at the Closing the sum of
US$500.000.

4.     With regard to the lease between PCC and TGE for the Sithania Hotel, it
is agreed subject to the Closing that there will be no increase or decrease in
the  Minimum  Rent (as defined in the Lease Contract) after the increase which
becomes  effective  on  lst  January 1997, provided the formula for percentage
rent  will remain unchanged.  The past due amounts owed to TGE under the lease
must  be  paid as soon as possible after the Closing.  As of November 30, 1996
the total amount owed to TGE under the lease did not exceed GRD 195-000-GOO

5. The management agreement between CMH and PCC will on Closing be terminated.

6.     The license agreement between CMC and PCC will be amended at Closing to
provide  for  the  elimination of the royalty set forth therein and to provide
for termination six months after the Closing.

7.1.        CME and PCC warrant that there are no other agreements between PCC
and  any company affiliated with CME or obligations of PCC towards any company
affiliated with CME except this Agreement and those mentioned herein.

7.2.         PARRAL and PCC warrant that there are no other agreements between
PCC and PARRAL or obligations of PCC towards PARRAL except this Agreement.

7.3.        TGE and PCC warrant that there are no other agreements between PCC
and TGE or obligations of PCC towards TGE except this Agreement; the lease for
the  SITHONIA  hotel,  PCC's  obligation to make payments f or common services
shared with TGE and normal trade payables.


8.1      The consummation of the transactions hereby agreed will be contingent
upon  the  approval of the transfer of the Shares to Buyer by the Greek Gaming
Commission, the Greek Minister of Tourism and any other competent Greek Gaming
Authorities  f  or the transfer of the Shares which approvals must be obtained
within three months f from the date hereof.  If the Closing cannot be effected
due  to  delay  on  the  part  of  the  Greek  Gaming Commission (or any other
competent Gaming Authority f or such approval to be obtained) then the 3-month
period shall be extended further as it shall be reasonably required.

8.2      The closing will take place not later than five (5) working days from
the  date  on which the approval by the Greek Gaming Commission (and any other
competent  Authority  involved  related  to  Gaming)  shall  have  been given,
PROVIDED  ALWAYS  that  Buyer  has  duly  complied  with  all  its obligations
hereunder.

8.3     Subject to the satisfaction of the requirements referred to in Clauses
8.1  and  8.2 above, at the Closing Buyer shall in exchange of the transfer of
the  Shares  pay  to  Parral  the sum of US$1,000,000 net of any withholdings,
taxes or any other charges whatsoever in immediately available funds and shall
pay  to CME the sum of US$l.  Provided that the Buyer shall have the option to
pay  to  Parral  a  sum  of    S$500.000 in immediately available funds at the
Closing  and  a  sum  of  US$500.000 within 6 months from  the date of Closing
secured  by  a bank guarantee acceptable to Parral to be delivered at the time
of Closing.

9. 1      During the period from the date of this Agreement to the date of the
Closing,  Buyer  will make sure that PCC will continue to properly operate the
Casino  and  will contribute to PCC in time the funds required for PCC to meet
its obligations punctually and in particular and in order of priority:

(a)         pay all taxes and social security contributions that are currently
overdue  and all interest, fines and penalties associated with any non payment
or  late payment thereof and pay all taxes and social security contributions
as they come due and all interest, fines and penalties associated with any non
payment  or  late  payment  thereof,  including 20@. of the fine that has been
imposed on PCC anticipated to be ascertained before 31 December 1996;



(b) pay all the employees as THEIR- salaries, bonuses and
other benefits come due;



(c)       pay or otherwise settle amounts to the suppliers, vendors, directors
and other creditors of PCC and persons to whom PCC is obligated as they become
due, including those already due;



(d)         maintain an appropriate amount of working capital to permit PCC to
properly operate in a normal and reasonable manner; and

(e)     maintain cash in the cage of at least GRD 130,000,000.



9.2         Buyer shall make arrangements for an immediate cash infusion to be
made to PCC to enable PCC to meet its financial obligations.  In this respect,
Buyer  shall  procure  that  an  amount  of  GRD 400,000,000 be paid to PCC as
follows:

GRD 150,000,000 shall be paid by Buyer to PCC by 16 December 1996; and

GRD 130,000,000 shall be paid by Buyer to PCC by 8t-h January 1997; and

GRD 120,000,000 Shall be paid by Buyer to PCC at the Closing.

9.3      CMH as the manager of PCC during the (interim) period to the Closing,
shall,  in  conjunction with Buyer's representative, use PCC's available funds
(including  those  contributed  by  Buyer)  in  discharge  of  the
obligations/liabilities  of  PCC  in  the order of priority referred to in the
foregoing Clause 9.1.

10.1          Buyer  will  immediately  after the execution of this Agreement,
nominate five members for the board of directors of PCC.  Parral and CME shall
immediately  hold  an  extraordinary  meeting  of  the General Assembly of the
shareholders  of  PCC  and  elect  the  members  of  the board of directors so
nominated  by Buyer.  Buyer shall procure that the new members of the Board of
Directors  immediately  after  being  elected  pass  a  resolution  approving,
retroactively,  any  and  all  acts  undertaken  by  Lynn Simmons, as managing
director of PCC, including the signing of this Agreement, until that date.

10.2       From the date hereof through the Closing or the termination of this
Agreement,  CMH shall, in conjunction with Buyer's representative, continue to
manage PCC pursuant to the current management agreement between PCC and CMH in
a manner consistent with the past and will not make any substantial changes in
the  operations  of PCC without the approval of Buyer; provided, however, that
CMH  shall not be entitled to any compensation under such management agreement
during  such period.  In addition, from the date hereof through the Closing or
the  termination of this Agreement, no royalties shall accrue to CMC under the
license agreement between CMC and PCC.

10.      3 Buyer will immediately make all appropriate applications and submit
fully  all  documents  required  to  the Greek Gaming Commission and any other
competent  Greek  Authorities  related to Gaming.  All parties hereto will use
their best good faith efforts to obtain approval of the transfer of the Shares
to  Buyer  from  the  competent  Greek  Authorities  related  to Gaming at the
shortest  time  after  the execution of this Agreement as the intention of the
parties  hereto  is to consummate this Agreement and proceed to the Closing as
soon as possible.

11.     I If the transaction does not close for any reason by 12 March 1997 or
such  later  date  as  provided  for in Clause 8.1 above, this Agreement shall
terminate and the funds advanced by Buyer will be considered a loan to PCC and
will  be  repaid  by  PCC out of free cash f low or at the time of any sale of
PCC;  provided  however  that if this Agreement be breached by Buyer and Buyer
does  not remedy such breach within five working days from receiving notice of
the  breach  by  any  of the other parties to this Agreement, PCC will have no
obligation to repay any funds advanced to it by Buyer under clause 9.2 hereof.
 Notice  to  the  Buyer  is  valid  if  delivered  and  addressed to Mr. Nikos
Salavrakos 8, Valaoritou Str.  Athens, Tel 3638123, 3615315.

11.2       In the event that Buyer is not in default hereunder, on 31, January
1997 and approval of the Greek Gaming Commission and any other competent Greek
Gaming  Authorities required have not yet been given, Buyer may terminate this
Agreement  by  written  notice  of  such  termination  to Parral and CME given
immediately thereafter.  In the event that Buyer so terminates this Agreement,
the  funds  advanced by Buyer to PCC will be considered a loan to PCC and will
be repaid by PCC out of free cash flow or at the time of any sale of PCC.



IN  WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement in
seven (7) originals as of the day and year first written above.


PARRAL COMPANIA NAVIERA S.A.

By:
Title:


CASINO MAGIC (EUROPE) B.V.

By:
Title:


MURBEC, Inc.

By:
Title:


PORTO CARRAS CASINO S.A.

By:
Title:


CASINO MAGIC HELLAS
MANAGEMENT SERVICES S.A.

By:
Title:


TOURISTIKI GEORGIKI
EXAGOGIKI S.A.

By:
Title:


CASIO MAGIC CORP.

By:
Title: