TERMINATION AGREEMENT

                              TERMINATION AGREEMENT

         THIS TERMINATION  AGREEMENT is made this ____ day of November,  1999 by
and among CASINO RESOURCE  CORPORATION OF TUNISIE,  S.A., a Tunisian corporation
("CRC Tunisia"),  CASINO RESOURCE CORPORATION,  a Minnesota corporation ("CRC"),
and SEAMAR VENTURES, LLC, a Mississippi limited liability company ("SeaMar").

                                   BACKGROUND:

         The parties  are parties to that  certain  Loan  Agreement  dated as of
August 29, 1997 (the "Loan Agreement");

         Pursuant to the terms of the Loan Agreement,  CRC Tunisia executed that
certain  Term Note  dated as of  August  29,  1997 in favor of SeaMar  (the "Old
Note");

         Pursuant to the terms of the Loan Agreement,  CRC executed that certain
Guaranty Agreement dated as of August 29, 1997 (the "Old Guaranty");

         A dispute  has  arisen  among  the  parties,  which  has been  amicably
resolved and the parties desire to memorialize such resolution.

         NOW,  THEREFORE,  for and in  consideration  of the  execution  of that
certain  Note  dated the date  hereof by CRC  Tunisia  (the "New  Note") and the
execution of that certain  Guaranty  Agreement dated the date hereof by CRC (the
"New Guaranty"), each in favor of SeaMar, the parties hereby agree as follows:

         1. The Old Guaranty be and it hereby is  terminated in all respects and
is no longer of any force or effect.





         2. The Loan  Agreement be and it hereby is  terminated  in all respects
and is no longer of any force or effect.

         3. The Old Note be and it hereby is  terminated in all respects and the
original  copy thereof is being  returned  simultaneously  with the execution of
this Termination Agreement to CRC Tunisia, marked "Paid."

         4. Upon the reasonable  request of any party, each of the other parties
shall,  from time to time,  promptly  and  without  the  payment of any  further
consideration,  execute  and  deliver to the  requesting  party any and all such
further  instruments  and  documents  as may be  necessary  or  advisable in the
opinion of the requesting  party to carry out the purposes and intention of this
Termination Agreement.

         5.  Each  party  represents  and  warrants  to one  another  that  upon
execution and delivery of this Termination Agreement, with the exception of this
Termination  Agreement,  the  New  Note  and  the  New  Guaranty,  there  are no
agreements,  obligations,  or relationships  between SeaMar on the one hand, and
either or both of CRC  Tunisia  or CRC on the  other  hand  which  have not been
terminated.

         6. This Termination  Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.






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         7. This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of Louisiana.

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

                       CASINO RESOURCE CORPORATION
                          OF TUNISIE, S.A.



                       By:________________________________


                       CASINO RESOURCE CORPORATION



                       By:________________________________



                       SEAMAR VENTURES, LLC



                       By:_______________________________






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