MAJESTIC STAR CASINO LLC
EMPLOYMENT AGREEMENT BETWEEN STEVEN J. LEMBERG AND THE MAJESTIC STAR CASINO, LLC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<FILENAME>k91805exv10w4.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN STEVEN J. LEMBERG AND THE MAJESTIC STAR CASINO, LLC
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4



                              EMPLOYMENT AGREEMENT

          This Employment Agreement (this "Agreement") is entered into as of
     December 17, 2004, by and between The Majestic Star Casino, LLC
     ("Employer"), and Steven J. Lemberg ("Employee").

1.   Employment. Employer hereby employs Employee, and Employee hereby accepts
     employment by the Employer, as Employer's Executive Vice President to
     perform such executive, managerial or administrative duties, commensurate
     with Employee's position, as Employer may specify from time to time, during
     the Specified Term as defined in Section 2. Employee shall report directly
     to Don H. Barden and shall continue to serve as a member of the Board of
     Directors of Majestic Star Casino, LLC during the specified term at the
     sole discretion of the Chairman. of the Board.

2.   Effective Date; Specified Term. This Agreement shall be effective as of
     Employee's commencement date. Subject to earlier termination as provided
     herein, the term of the Employee's employment hereunder shall commence on
     January 3, 2005, and terminate on the second (2nd) anniversary thereof (the
     "Specified Term"). This Agreement will automatically renew for successive
     periods of one (1) year unless written notice of intent not to renew shall
     be provided by either party no later than ninety (90) days prior to each
     contract expiration date. If either party to this Agreement chooses not to
     renew the terms and conditions set forth herein by exercising their rights
     under this paragraph 2, then Employee's Employment with Employer may
     continue on an at-will basis and no paragraph, section, duty or obligation
     appearing in this Agreement shall be binding on the parties except
     paragraphs 9, 10, 13, 14, 16, 17, and 21. Notwithstanding the foregoing,
     the parties to this Agreement are free to agree in writing to extend the
     Specified Term or other provisions of this Agreement.

3.   Compensation.


     a.   Base Salary. During the Specified Term, in consideration of the
          performance by Employee of Employee's obligations hereunder to
          Employer and its parents, subsidiaries, affiliates, and joint ventures
          (collectively, the "Employer Group"), Employer shall pay Employee an
          annual base salary (the "Base Salary") of $300,000 (three hundred
          thousand dollars). The base salary shall be reviewed annually,
          exclusively by Employer, and any increase thereto shall be in
          Employer's sole discretion. The Base Salary shall be payable in
          accordance with the payroll practices of Employer in effect from time
          to time for Employer's senior executives. Employer may withhold from
          any amounts payable under this Agreement, or any other benefits
          received pursuant hereto, such Federal, state, local and other taxes
          as shall be required to be withheld under any applicable law or
          regulation.


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     b.   Discretionary Bonus Compensation. Employee is eligible to participate
          in Employer's discretionary bonus program as formulated from time to
          time by Employer's Board of Directors in its sole discretion. Such
          program is primarily based on achievement of Employer's EBITDA goals
          and Employee's performance as determined by the Board of Directors in
          its sole discretion. Employee's Bonus Compensation shall be paid to
          him by no later than Employer pays similarly situated executives in
          the subsequent year and shall be paid to him regardless of whether or
          not he is still employed as of the March 15th date.

     c.   Employee Benefit Programs. During the Specified Term, Employee shall
          be entitled to participate in Employer's employee benefit plans as are
          generally made available from time to time to Employer's senior
          executives, subject to the terms and conditions of such plans, and
          subject to Employer's right to amend, terminate or take other similar
          actions with respect to such plans. Until Employee becomes eligible
          for insurance benefits, Employer will pay those actual COBRA costs
          incurred by Employee on behalf of the Employee and dependents, up to a
          maximum period of six (6) months only upon presentation of adequate
          documentation of such costs being incurred by Employee.

     d.   Business Expense Reimbursements. Employer will pay or reimburse
          Employee for all reasonable out-of-pocket expenses, including travel
          expenses, Employee incurs during the Specified Term in the course of
          performing Employee's duties under this Agreement upon timely
          submission of appropriate documentation to Employer, as prescribed
          from time to time by Employer.

4.   Extent of Services. Employee agrees that the duties and services to be
     performed by Employee shall be performed exclusively for members of the
     Employer Group. Employee further agrees to perform such duties in an
     efficient, trustworthy, lawful, and businesslike manner. Employee agrees
     not to render to others any service of any kind whether or not for
     compensation, or to engage in any other business activity whether or not
     for compensation, that is similar to or conflicts with the performance of
     Employee's duties under this Agreement, without the prior written approval
     of the Board. The parties recognize that Employee may, with approval of
     Employer, serve on other Boards of Directors and to render services for
     charitable and religious activities.

5.   Policies and Procedure s. In addition to the terms herein, Employee agrees
     to be bound by Employer's policies and procedures including drug testing
     and background checks, as they may be established or amended by Employer in
     its sole discretion from time to time. In the event the terms in this
     Agreement conflict with Employer's policies and procedures, the terms
     herein shall take precedence. Employer recognizes that it has a
     responsibility to see that its employees understand the adverse effects
     that problem gambling and underage gambling can have on individuals and the
     gaming industry as a whole. Employee agrees to read, understand, and comply
     with Employer's policy prohibiting underage gaming and supporting programs
     to treat compulsive gambling.



                              Employment Agreement
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6.   Licensing Requirements. Employee acknowledges that Employer is engaged in a
     business that is or may be subject to and exists because of privileged
     licenses issued by governmental authorities in Nevada and other
     jurisdictions in which Employer or Employer Group is engaged or has applied
     or, during the Specified Term, may apply to engage in the gaming business.
     If requested to do so by Employer or Employer Group, Employee shall apply
     for and obtain any license, qualification, clearance or the like that shall
     be requested or required of Employee by any regulatory authority having
     jurisdiction over Employer or Employer Group.

7.   Failure to Satisfy Licensing Requirement. If Employee fails to satisfy any
     licensing requirement referred to in Section 6 above, or if any
     governmental authority directs the Employer to terminate any relationship
     it may have with Employee, or if Employer shall determine, in Employer's
     sole and exclusive judgment, that Employee was, is or might be involved in,
     or is about to be involved in, any activity, relationship(s) or
     circumstance that could or does jeopardize the business of Employer or
     Employer's Group, reputation or such licenses, or if any such license is
     threatened to be, or is, denied, curtailed, suspended or revoked, this
     Agreement may be terminated by Employer and the parties' obligations and
     responsibilities shall be determined by the provisions of Section 12.

8.   Option Provision. Employee is eligible to participate in Employer's option
     program, as may be formulated from time to time by Employer's Board of
     Directors in its sole discretion, and in accordance with such program as it
     is made available to Employer's senior executives.

9.   Restrictive Covenants.

     a.   Competition. Employee acknowledges that, in the course of Employee's
          responsibilities hereunder, Employee will form relationships and
          become acquainted with certain confidential and proprietary
          information as further described in Section 9(b). Employee further
          acknowledges that such relationships and information are and will
          remain valuable to the Employer and Employer Group and that the
          restrictions on future employment, if any, are reasonably necessary in
          order for Employer and Employer Group to remain competitive in the
          gaming industry. In recognition of their heightened need for
          protection from abuse of relationships formed or information garnered
          before and during the Specified Term of the Employee's employment
          hereunder, Employee covenants and agrees for the nine (9) month period
          immediately following termination of employment for any reason (the
          "Restrictive Period"), not to directly or indirectly be employed by,
          provide consultation or other services to, engage or participate in,
          provide advice, information or assistance to, fund or invest in, or
          otherwise be connected or associated in any way or manner with, any
          firm, person, corporation or other entity which is either directly,
          indirectly or through an affiliated company or entity, engaged in
          gaming or proposes to engage in gaming in the State of Nevada, or in
          or within a 150 mile radius of any other location in which any




                              Employment Agreement
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          member of the Employer Group during the Restrictive Period is engaged
          in gaming or proposes to engage in gaming. The covenants under this
          Section 9(a) include, but are not limited to, Employee's covenant not
          to:

          i.   Make known to any third party the names and addresses of any of
               the customers of Employer or any member of Employer Group, or any
               other information or data pertaining to those customers;

          ii.  Call on, solicit, induce to leave and/or take away, or attempt to
               call on, solicit, induce to leave and/or take away, any of the
               customers of Employer or any member of the Employer Group, either
               for Employee's own account or for any third party;

          iii. Call on, solicit and/or take away, any potential or prospective
               customer of Employer or any member of the Employer Group, on whom
               the Employee called or with whom Employee became acquainted
               during employment (either before or during the Specified Term),
               either for Employee's own account or for any third party; and

          iv.  Approach or solicit any employee or independent contractor of
               Employer or any member of the Employer Group with a view towards
               enticing such person to leave the employ or service of Employer
               or any member of the Employer Group, or hire or contract with any
               employee or independent contractor of Employer or any member of
               the Employer Group, without the prior written consent of the
               Employer, such consent to be within Employer's sole and absolute
               discretion.

     b.   Confidentiality. Employee covenants and agrees that Employee shall not
          at any time during the Specified Term or thereafter, without
          Employer's prior written consent, such consent to be within Employer's
          sole and absolute discretion, disclose or make known to any person or
          entity outside of the Employer Group any Trade Secret (as defined
          below), or proprietary or other confidential information concerning
          Employer or any member of the Employer Group, including without
          limitation, Employer's customers and its casino, hotel, and marketing
          data practices, procedures, management policies or any other
          information regarding Employer or any member of the Employer Group,
          which is not already and generally known to the public through no
          wrongful act of Employee or any other party. Employee covenants and
          agrees that Employee shall not at any time during the Specified Term,
          or thereafter, without the Employer's prior written consent, utilize
          any such Trade Secrets, proprietary or confidential information in any
          way, including communications with or contact with any such customer
          other than in connection with employment hereunder. For purposes of
          this Section 9, Trade Secrets is defined as data or information,
          including a formula, pattern, compilation, program, device, method,
          know-how, technique or process, that derives any economic value,
          present or potential, from


                              Employment Agreement
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          not being generally known to, and not being readily ascertainable by
          proper means by, other persons who may or could obtain any economic
          value from its disclosure or use.

     c.   Former Employer Information. Employee will not intentionally, during
          the Specified Term, improperly use or disclose any proprietary
          information or Trade Secrets of any former employer or other person or
          entity and will not bring onto the premises of the Employer any
          unpublished document or proprietary information belonging to any such
          employer, person or entity unless consented to in writing by such
          employer, person or entity.

     d.   Third Party Information. Employee acknowledges that Employer and other
          members of the Employer Group have received and in the future will
          receive from third parties their confidential or proprietary
          information subject to a duty to maintain the confidentiality of such
          information and to use it only for certain limited purposes. Employee
          will hold all such confidential or proprietary information in the
          strictest confidence and will not disclose it to any person or entity
          or to use it except as necessary in carrying out Employee's duties
          hereunder consistent with Employer's (or such other member of the
          Employer Group's) agreement with such third party.

     e.   Employer's Property. Employee hereby confirms that Trade Secrets,
          proprietary or confidential information and all information concerning
          customers who utilize the goods, services or facilities of any hotel
          and/or casino owned, operated or managed by Employer constitute
          Employer's exclusive property (regardless of whether Employee
          possessed or claims to have possessed such information prior to the
          date hereof). Employee agrees that upon termination of employment,
          Employee shall promptly return to the Employer all notes, notebooks,
          memoranda, computer disks, and any other similar repositories of
          information (regardless of whether Employee possessed such information
          prior to the date hereof) containing or relating in any way to the
          Trade Secrets or proprietary or confidential information of each
          member of the Employer Group, including but not limited to, the
          documents referred to in Section 9(b). Such repositories of
          information also include but are not limited to any so-called personal
          files or other personal data compilations in any form, which in any
          manner contain any Trade Secrets, or proprietary or confidential
          information of Employer or any member of the Employer Group.

     f.   Notice to Employer. Employee agrees to notify Employer immediately of
          any employers for whom Employee works or provides services (whether or
          not for remuneration to Employee or a third party) during the
          Specified Term or within the Restrictive Period. Employee further
          agrees to promptly notify Employer, during Employee's employment with
          Employer, of any contacts made by any gaming licensee that concern or
          relate to an offer of future employment (or consulting services) to
          Employee.


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10.  Representations. Employee hereby represents, warrants and agrees with
     Employer that:

     a.   The covenants and agreements contained in Sections 4 and 9 above are
          reasonable, appropriate and suitable in their geographic scope,
          duration and content; the Employer's agreement to employ the Employee
          and a portion of the compensation and consideration to be paid to
          Employee hereunder is separate and partial consideration for such
          covenants and agreements; the Employee shall not, directly or
          indirectly, raise any issue of the reasonableness, appropriateness and
          suitability of the geographic scope, duration or content of such
          covenants and agreements in any proceeding to enforce such covenants
          and agreements; and such covenants and agreements shall survive the
          termination of this Agreement, in accordance with their terms;

     b.   The enforcement of any remedy under this Agreement will not prevent
          Employee from earning a livelihood, because Employee's past work
          history and abilities are such that Employee can reasonably expect to
          find work in other areas and lines of business;

     c.   The covenants and agreements stated in Sections 4, 6, 7, and 9 above
          are essential for the Employer's reasonable protection;

     d.   Employer has reasonably relied on these covenants and agreements by
          Employee; and

     e.   Employee has the full right to enter into this Agreement and by
          entering into and performance of this Agreement will not violate or
          conflict with any arrangements or agreements Employee may have or
          agreed to have with any other person or entity.

     f.   Employee acknowledges and warrants to Employer the receipt and
          sufficiency of separate consideration for the assignment by Employer
          of Employer's rights and Employee's obligation under Section 9.

     Notwithstanding any other provision of this Agreement, Employee agrees that
     in the event of Employee's breach or threatened breach of any covenants and
     agreements set forth in Sections 4 and 9 above, Employer may seek to
     enforce such covenants and agreements in court through any equitable
     remedy, including specific performance or injunction, without waiving any
     claim for damages. In any such event, Employee waives any claim that the
     Employer has an adequate remedy at law or for the posting of a bond. Should
     the Employer fail to prevail in such action, Employer shall reimburse
     Employee for all costs and attorney fees incurred in defense of the action.
     Should Employer prevail such action, Employee shall reimburse Employer for
     all costs and attorney's fees incurred in prosecuting such action. If the
     Employer obtains equitable relief, the Employer must file for arbitration
     within fifteen (15) business days of the equitable relief being granted.



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11.  Termination for Death or Disability. Employee's employment hereunder shall
     terminate upon Employee's death or Disability (as defined below). In the
     event of Employee's death or Disability, Employee (or Employee's estate or
     beneficiaries in the case of death) shall have no right to receive any
     compensation or benefit hereunder or otherwise from Employer or any member
     of the Employer Group on and after the effective date of termination of
     employment other than (1) unpaid Base Salary earned to the date of
     termination of employment (which shall be paid on Employer's next scheduled
     payroll date), (2) any earned but unpaid bonus then payable to Employee
     (which shall be paid on Employer's next scheduled payroll date), (3)
     business expense reimbursement pursuant to Section 3(d), (4) benefits
     provided pursuant to Section 3(c), subject to the terms and conditions
     applicable thereto, and (5) Company paid COBRA benefits to his dependents
     for a period of twelve (12) months after which time Employee or his
     dependents shall be solely and exclusively responsible for the costs of
     such benefits. For purposes of this Section 11, Disability is defined as
     Employee's incapacity, certified by an independent licensed physician
     selected by Employer ("Employer's Physician"), which precludes Employee
     from performing the essential functions of Employee's duties hereunder for
     a period of not less than sixty (60) consecutive days or ninety (90) days
     in any rolling one hundred eighty (180) day period. In the event Employee
     disagrees with the conclusions of the Employer's Physician, Employee (or
     Employee's representative) shall designate a physician ("Employee's
     Physician"), and Employer's Physician and Employee's Physician shall
     jointly select a third physician ("Third Physician"), who shall make the
     determination which determination shall be final and binding on the parties
     hereto. The cost of the third physician shall be the responsibility of the
     Employer. Employee hereby consents to any examination or to provide or
     authorize access to any medical records that may be reasonably required by
     Employer's Physician or the Third Physician in connection with any
     determination to be made pursuant to this Section 11.

12.  Termination.

     a.   Termination by Employer for Cause. Employer may terminate Employee's
          employment hereunder for Cause (as defined below) at any time. If
          Employer terminates Employee's employment for Cause, Employee shall
          have no right to receive any compensation or benefit hereunder or
          otherwise from Employer or any member of the Employer Group on and
          after the effective date of termination of employment other than (1)
          unpaid Base Salary earned to the date of termination of employment
          (which shall be paid on Employer's next scheduled payroll date), (2)
          business expense reimbursement pursuant to Section 3(d), and (3)
          benefits provided pursuant to Section 3(c), subject to the terms and
          conditions applicable thereto. For purposes of this Section 12 (a),
          Cause is defined as Employee's (i) failure to abide by Employer's
          policies and procedures, (ii) gross misconduct, gross negligence,
          insubordination, or willful inattention to Employer's business, (iii)
          failure to perform the duties required of Employee up to the standards
          established by the Board, or other material breach of this Agreement
          (other than as a result of a Disability), or (iv) failure or inability
          to satisfy the



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          requirements stated in Section 7 above. Should Employer believe that
          cause exists to terminate Employee, Employer agrees to provide written
          notice to Employee of the specific items identified as cause and to
          afford Employee a period of twenty (20) business days from receipt of
          the written notice to remedy these deficiencies to Employer's
          satisfaction, which Employer shall not unreasonably withhold. If, at
          the conclusion of the cure period, Employer determines Employee has
          not satisfactorily remedied the deficiency, Employer shall notify
          Employee who shall be immediately terminated. Further, nothing in this
          paragraph 12 precludes Employer from immediately terminating
          Employee's employment if Employee engages in felonious criminal
          conduct, physically aggressive conduct toward any co-worker, patron,
          vendor or customer of employer, illegal drug use, or based upon any
          gaming authority's demand Employer do so.

     b.   Termination Without Cause. Employer may terminate Employee at any time
          upon forty-five (45) business days' written notice, or, in the
          Employer's sole discretion, the equivalent of Base Salary in lieu of
          notice, consistent with, and not in addition to, those amounts due
          under paragraph 12(f) below.

     c.   Termination by Employee for Good Reason. Employee may terminate
          Employee's employment upon forty-five (45) days advance written notice
          for "Good Reason" (as defined below) by giving notice to the Company
          stating the basis for such Good Reason termination. The Company will
          have the opportunity to cure the items set forth in the Good Reason
          notice within a twenty (20) business day cure period. "Good Reason"
          shall mean (i) any material breach of this Agreement by the Company;
          (ii) any material reduction in the nature or scope of Employee's
          title, authority, powers, functions, duties, reporting requirements or
          responsibilities or (iii) following a Change in Control. "Change in
          Control" means (i) a sale, exchange or transfer of more than 50% of
          the assets or earning power of the Company on a consolidated basis or
          more than 50% of its stock; (ii) a merger or consolidation of the
          Company (excluding merger or consolidation where the voting securities
          of the Company prior to the merger or consolidation continue to
          represent more than 50% of the combined voting power of the surviving
          entity after the merger or consolidation), (iii) any reorganization,
          reverse stock split or recapitalization that would result in a change
          in control, (iv) any liquidation or dissolution of the Company, or (v)
          any transactions or series of related transactions having the same
          effect as a change in control. Notwithstanding the foregoing to the
          contrary, Good Reason shall not exist unless Employee first provides
          the Board with notice of the facts alleged to constitute Good Reason
          and until such breach, reduction or requirement remains uncured for
          twenty (20) business days following the Board's receipt of such
          written notice from Employee. This twenty (20) business day cure
          period shall not apply to a change in control.




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     d.   Resignation by Employee. Employee shall have the right to voluntarily
          terminate his employment upon forty-five (45) days written notice to
          the Employer.

     e.   Termination by Non-renewal. Termination by non-renewal by either
          Employer or Employee means notice of intent not to renew this
          Agreement within the time specified in Section 2.

     f.   Consequences of Termination by Employee for Good Reason, by Employer
          Without Cause, or as a Result of Notice of Employer's Choice Not to
          Renew the Agreement. Should Employee's employment be terminated
          without Cause by Employer, for Good Reason by Employee, or as a result
          of the failure of the Employer to renew the Agreement, Employee shall
          be entitled to continued base pay for a maximum of of six (6) months
          or the period left on the Agreement, whichever is less, Bonus
          Compensation under Paragraph 3(c) corresponding to the period of
          employment, and Employer paid COBRA benefits for a period of six (6)
          months following termination. There shall be no duty to mitigate by
          Employee.

     g.   Consequences of Termination for Cause by Employer, Resignation by
          Employee or Termination by Non-renewal by Employee. In the event
          Employee is terminated for cause, Employee resigns or Employee
          exercises his right not to renew this Agreement, Employee shall not be
          entitled to receive any compensation or benefits under this Agreement
          except his earned and unpaid Base Salary up to date of said
          termination.

13.  Arbitration of Disputes. All disputes arising out of or relating to this
     Agreement, with the exception of relief sought pursuant to section 9 above,
     shall be resolved only by final and binding arbitration using the following
     procedure:

     a.   The Parties shall first attempt to select an arbitrator by the mutual
          agreement. If the arbitrator is not selected by mutual agreement of
          the parties within thirty (30) days of either party providing notice
          of intent to arbitrate, then the arbitrator will be selected from a
          panel of experienced employment arbitrators supplied by the American
          Arbitration Association (AAA), utilizing the AAA National Rules for
          the Resolution of Employment Disputes. Once either party provides
          notice to the other of the intent to arbitrate, and if no arbitrator
          is mutually agreed upon, it shall be the joint obligation of the
          Parties to file for arbitration with AAA with the Employer paying the
          filing and administrative fees and related expenses established by AAA
          except as set forth in subparagraph (d) below.

     b.   The arbitrator will decide the time and place of the hearing in Wayne
          or Oakland County or such other location as may be mutually agreed to
          by the Parties.



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     c.   The Arbitrator shall have power to award all relief as allowed by law
          or contract, including the award of reasonable costs and attorney fees
          to the prevailing party.

     d.   Should the arbitrator rule in favor of Employee, the Employer shall be
          responsible for the entire arbitrator's fee. Should the arbitrator
          rule in favor of the Employer, Employee shall be responsible for one
          half of the arbitrator's fee.

     e.   The award of the Arbitrator may be entered in the Circuit Court for
          the County of Oakland, Michigan.

     The arbitration procedures described in this section shall be the
     exclusive dispute resolution mechanism under this Agreement. The Parties
     waive all rights to trial, including trial by jury, with respect to
     disputes arising out of or relating to this arrangement.

14.  Cooperation Following Termination. Following termination of employment of
     Employee's employment hereunder for any reason, Employee agrees to
     reasonably cooperate with Employer upon the reasonable request of the Board
     and to be reasonably available to Employer with respect to matters arising
     out of Employee's services to any member of the Employer Group. Employer
     shall reimburse, or at Employee's request, advance Employee for expenses
     reasonably incurred in connection with such matters.

15.  Interpretation; Each Party the Drafter. Each of the parties was represented
     by or had the opportunity to consult with counsel who either participated
     in the formulation and documentation of, or was afforded the opportunity to
     review and provide comments on, this Agreement. Accordingly, this Agreement
     and the provisions contained in it shall not be construed or interpreted
     for or against any party to this agreement because that party drafted or
     caused that party's legal representative to draft any of its provisions.

16.  Indemnification. Employer shall indemnify Employee to the fullest extent
     permitted by Michigan law and the articles of incorporation and bylaws of
     the Employer. Such indemnification may include the following:

     a.   Indemnification Involving Third Party Claims. Employer shall indemnify
          Employee if Employee is a party to or is threatened to be made a party
          to or otherwise involved in any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (each a "Claim"), other than a Claim by or in the name
          of Employer or any entity in the Employer Group, by reason of the fact
          that Employee is or was serving as an employee or agent of Employer or
          any entity in the Employer Group (each an "Indemnifiable Event"),
          against all expenses, including attorneys' fees, judgments, fines, and
          amounts paid in settlement (collectively, "Expenses") actually and
          reasonably incurred by Employee in connection with the investigation,
          defense, settlement or appeal of such Claim, if Employee either is not
          liable pursuant to




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          Michigan law or acted in good faith and in a manner Employee
          reasonably believed to be in or not opposed to the best interests of
          Employer and, in the case of a criminal Claim, in addition had no
          reasonable cause to believe that his or her conduct was unlawful.
          Should the parties determine that there is a conflict, real or
          potential, Employee shall have the right to select his own independent
          counsel and the Employer shall provide direct payment to such counsel
          for all reasonable attorney fees and costs.

     b.   Determination of Appropriateness of Indemnification. Notwithstanding
          the foregoing, the obligations of Employer shall be subject to the
          condition that, unless ordered by a court, a determination shall have
          been made that indemnification is proper under the specific
          circumstances, pursuant to and in accordance with Michigan law, as in
          effect from time to time.

     c.   Indemnification for Defense Only. The indemnification authorized by
          this Section does not include any actions, suits or proceedings
          initiated by Employee against Employer or any entity in the Employer
          Group.

     d.   Settlement of Claims. Neither Employee nor Employer shall settle any
          Claim without the prior written consent of the other (such consent not
          to be unreasonably withheld or delayed).

17.  Severability. If any provision hereof is unenforceable, illegal or invalid
     for any reason whatsoever, such fact shall not affect the remaining
     provisions hereof, except in the event a law or court decision, whether on
     application for declaration, or preliminary injunction or upon final
     judgment, declares one or more of the provisions of this Agreement that
     impose restrictions on Employee unenforceable or invalid because of the
     geographic scope or time duration of such restriction. In such event,
     Employer shall have the option:

          (A) To deem the invalidated restrictions retroactively modified to
          provide for the maximum geographic scope and time duration that would
          make such provisions enforceable and valid; or

          (B) To terminate this Agreement pursuant to Section 12 which shall not
          be considered termination for Cause.

     Exercise of any of these options shall not affect Employer's or Employee's
     right to seek damages or such additional relief as may be allowed by law in
     respect to any breach by of the enforceable provisions of this Agreement.

18.  Notice. For purposes of this Agreement, notices and all other
     communications provided for in this Agreement shall be in writing and shall
     be deemed to have been duly given (i) when personally delivered, (ii) the
     business day following the day when deposited with a reputable and
     established overnight express courier (charges prepaid), or (iii) five (5)
     days following mailing by certified or registered mail, postage prepaid and
     return receipt



                              Employment Agreement
                                  Page 11 of 14


<PAGE>



     requested. Unless another address is specified, notices shall be sent to
     the addresses indicated below:

     To Employer:

     The Majestic Star Casino, LLC
     c/o Fitzgeralds Casino Hotel
     301 Fremont Street, 12th Floor
     Las Vegas, Nevada  89101
     Attn:    Don H. Barden
     Title:   President and CEO
     Fax:     (313) 496-8700

     And to:

     Elayna J. Youchah
     Schreck Brignone
     300 South Fourth Street, Suite 1200
     Las Vegas, Nevada 89101
     Fax: (702) 382-8135
     eyouchah@schrecklaw.com



     To Employee:

     Steven J. Lemberg
     366 Waddington Road
     Bloomfield Hills, MI  48301

     And to:

     Donald A. Van Suilichem
     40900 Woodward Ave.
     Suite 105
     Bloomfield Hills, MI 48304
     dvslawyer@voyager.net
     (248) 644-2419

     or to such other address as either party shall have furnished to the
     other in writing in accordance herewith.

19.  No Waiver of Breach or Remedies. No failure or delay on the part of
     Employer or Employee in exercising any right, power or remedy hereunder
     shall operate as a waiver




                              Employment Agreement
                                  Page 12 of 14


<PAGE>

     thereof nor shall any single or partial exercise of any such right, power
     or remedy preclude any other or further exercise thereof or the exercise of
     any other right, power or remedy hereunder. The remedies herein provided
     are cumulative and not exclusive of any remedies provided by law.

20.  Amendment or Modification. No amendment, modification, termination or
     waiver of any provision of this Agreement shall be effective unless the
     same shall be in writing and signed by a member of the Board (other than
     Employee), and Employee, nor consent to any departure by the Employee from
     any of the terms of this Agreement shall be effective unless the same is
     signed by a member of the Board (other than Employee). Any such waiver or
     consent shall be effective only in the specific instance and for the
     specific purpose for which given.

21.  Governing Law; Venue. The laws of the State of Michigan shall govern the
     validity, construction, and interpretation of this Agreement, without
     regard to conflict of law principles. Each party irrevocably submits to the
     exclusive jurisdiction of the courts of the State of Michigan located in
     Wayne County in any action, suit or proceeding arising out of or relating
     to this Agreement or any matters contemplated hereby, and agrees that any
     such action, suit or proceeding shall be brought only in such court.

22.  Headings. The headings in this Agreement have been included solely for
     convenience of reference and shall not be considered in the interpretation
     or construction of this Agreement.

23.  Assignment. This Agreement is personal to Employee and may not be assigned
     by Employee.

24.  Successors and Assigns. This Agreement may be assigned by Employer to its
     successors and shall be binding upon the successors and assigns of
     Employer.

25.  Prior Agreements. This Agreement shall supersede and replace any and all
     other prior discussions and negotiations as well as any and all agreements
     and arrangements that may have been entered into by and between Employee or
     any predecessor thereof, on the one hand, and Employee, on the other hand,
     prior to the Closing Date relating to the subject matter hereof. Employee
     acknowledges that all rights under such prior agreements and arrangements
     shall be extinguished.

     IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement
in Detroit, Michigan, as of the date first written above.

     "EMPLOYEE"



     /s/ Steven J. Lemberg
     ----------------------
     Signature









                              Employment Agreement
                                  Page 13 of 14


<PAGE>






     "EMPLOYER"


     By:      /s/ Don H. Barden
              -------------------
     Name:    Don H. Barden
     Its:     President and CEO












                              Employment Agreement
                                  Page 14 of 14


</TEXT>
</DOCUMENT>
