Termination Of Joint Venture Agreement

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" s ...