ASSUMPTION AGREEMENT 
 
 
This Agreement, dated the 13th day of May, 1996, is entered into among 
Casino Magic Corp.("Magic"), Jefferson Casino Corp. ("JCC"), (Magic and JCC, 
"Purchasers"), Capital Gaming International, Inc. ("CGII"), and Crescent 
City Capital Development Corp. ("CCCDC"). 
 
 
                                  RECITALS: 
 
WHEREAS, CCCDC is currently debtor in possession in a Chapter 11 bankruptcy 
proceeding pending in the United States Bankruptcy Court for the Eastern 
District of Louisiana (the "Bankruptcy Case"); and 
 
WHEREAS, pursuant to a Stock Purchase Agreement dated February 21, 1996, 
Purchasers agreed to purchase all of the newly issued capital stock of 
Reorganized CCCDC pursuant to a Plan of Reorganization submitted in the 
Bankruptcy Case; and 
 
WHEREAS, pursuant to paragraph 4 of the Stock Purchase Agreement, Purchasers 
agreed to assume at the Closing all the secured obligations of CCCDC to 
Bally Gaming, Inc. and International Game Technology collateralized by 
security interests in gaming equipment manufactured and sold by Bally 
Gaming, Inc. and International Game Technology to CCCDC in an aggregate 
amount not exceeding $6,500,000 (the "Assumed Liabilities"); and 
 
WHEREAS, on April 29, 1996, a Second Amended Plan of Reorganization was 
confirmed in the Bankruptcy Case which provided for the consummation of the 
Stock Purchase Agreement conditioned, among other things, on the assumption 
of the Assumed Liabilities as set forth in paragraph 4 of the Stock Purchase 
Agreement; and 
 
WHEREAS, Purchasers, in connection with the Closing of the Stock Purchase 
Agreement, wish to confirm the assumption of indebtedness required by the 
Letter Agreement and the Plan. 
 
NOW, THEREFORE, in consideration of the above, it is agreed as follows: 
 
1.  ASSUMPTION. Purchasers hereby assume all liability and obligation with 
respect to the Assumed Liabilities. 
 
2.  INDEMNIFICATION. Purchasers agree to indemnify, defend and hold harmless 
CGII, CCCDC, and their respective officers, directors, attorneys and agents, 
from and against any liability, cost or expense (including reasonable 
attorneys fees) arising out of or resulting from Purchasers' failure to 
fulfill its obligations as set forth in paragraph 1 above. 
 
IN WITNESS WHEREOF, the undersigned have executed this Assumption Agreement 
as of the date and year first written above. 
 
                                   CASINO MAGIC CORP. 
 
                                   By: /s/ Robert Callaway 
                                   Name: Robert Callaway 
                                   Title: Secretary 
 
 
                                   JEFFERSON CASINO CORP. 
 
                                   By: /s/ Robert Callaway 
                                   Name: Robert Callaway 
                                   Title: Secretary 
 
 
                                   CAPITAL GAMING INTERNATIONAL, INC. 
 
                                   By: /s/ Edward M. Tracey 
                                   Name: Edward M. Tracy 
                                   Title: President and CEO 
 
 
                                   CRESCENT CITY CAPITAL 
                                   DEVELOPMENT CORP. 
 
                                   By: /s/ Edward M. Tracey 
                                   Name: Edward M. Tracy 
                                   Title: President and CEO