
<PAGE>   1
                                                                    EXHIBIT 2.2


                               BUY-SELL AGREEMENT

                        KNOW ALL MEN BY THESE PRESENTS:


         BOYD GAMING CORPORATION (hereinafter referred to as "Seller") whose
office address is 1950 South Industrial Road, Las Vegas, Nevada 89109-1100 and
CASINO MAGIC OF LOUISIANA, CORP. (hereinafter referred to as "Buyer") whose
office address is 711 Casino Magic Dr., Bay St. Louis, Mississippi 39520, have
and do hereby agree as follows:

         Seller agrees to sell to Buyer and Buyer agrees to purchase from
Seller, the riverboat Gaming Vessel, "MARY'S PRIZE", Official number 1028011, a
description of which is attached hereto as SCHEDULE "A", on or before August
25, 1996 (said date hereinafter referred to as "Closing").  Title to the Vessel
shall not pass to Buyer until payment is received by Seller at Closing.

PURCHASE PRICE
- --------------

         The purchase price for this sale shall be the sum of TWENTY MILLION
AND 00/100 ($20,000,000.00) DOLLARS.  This purchase price is for the Vessel
MARY'S PRIZE and all her machinery, engines, equipment, appurtenances, stores
and spare parts (hereinafter collectively referred to as "Vessel").  At the
time this Agreement is executed by all parties possession of the Vessel will be
transferred to Buyer (said time of execution and transfer of possession
hereinafter referred to as "Delivery") and all risk of loss shall pass to Buyer
at that time.  At time of Delivery, Buyer will pay to Sell TWO HUNDRED
SEVENTY-FIVE THOUSAND AND 00/100 ($275,000.00) DOLLARS.  At the time of
Closing, all funds paid to Seller by Buyer will be credited against the
purchase price of TWENTY MILLION AND 00/100 ($20,000,000.00) DOLLARS.  If
Closing does not occur on or before August 25, 1996, Seller will have no right
to compel Buyer to purchase the Vessel; however, the Seller shall retain TWO
HUNDRED THIRTY THOUSAND AND 00/100 ($230,000.00) of the funds paid by Buyer to
Seller at Delivery as liquidated damages and Buyer waives any right to a return
of such funds for any reason.  The remaining funds shall be available for Buyer
at Seller's direction to





                                       1
<PAGE>   2
resort the Vessel to the condition it was in at time of Delivery and to satisfy
all other financial obligations of Buyer, if any, under this Agreement.  Buyer
will be responsible for funds which are necessary to so restore the Vessel and
to satisfy all other financial obligations of Buyer, if any, hereunder.  If any
funds remain after such restoration and satisfaction, said funds shall be
disbursed to Buyer.

DELIVERY
- --------

         Seller agrees to deliver possession of the Vessel to Buyer in Morgan
City, Louisiana upon execution of this Agreement by all parties.  At the time
of Delivery, if possible, Seller shall provide to Buyer a full set of the
Vessel's plans, as builts, schematics, wiring specifications, low voltage
wiring diagrams, certified evacuation and safety plan, certified periodic test
procedures and all other plans and blueprints related to Vessel.  If Seller can
not provide said documents at Delivery, Seller will use reasonable, good faith
efforts to provide said documents within fifteen (15) days following Delivery,
provided, however, the Seller's failure to deliver said documents and items
shall not constitute a breach of this Agreement by Seller, nor shall such
failure constitute grounds for Buyer not to close this transaction.

         Seller shall deliver the Vessel to Buyer as is and where is.  Seller
makes NO WARRANTY of any kind whatsoever, except as to title to the Vessel,
free and clear of all liens, mortgages and encumbrances, whether expressed or
implied, including without limitations, any implied warranty of
merchantability, quality, condition, fitness for any particular purpose, or
against any redhibitory vices, or any other vices or defects, hidden, latent or
otherwise, all such warranties being expressly WAIVED by Buyer.  At time of
Closing, Seller shall not be required to provide Buyer with any approvals or
consents from the United States Coast Guard necessary to permit the Vessel to
be moved to Bossier City, Louisiana; however, by Closing, Seller shall have
exercised reasonable, good faith efforts to obtain such necessary approvals and
consents, provided, however, the Seller's failure to deliver said approvals or
consents shall not constitute a breach of this Agreement by Seller, nor shall
such failure constitute grounds for Buyer not to close this transaction.





                                       2
<PAGE>   3
         Seller is required to provide Buyer with a valid Certificate of
Inspection; however, Seller shall not be required to provide a valid
Certificate of Inspection to operate as a passenger vessel, at Delivery.
Seller will use reasonable good faith efforts to obtain the Certificate of
Inspection prior to Closing, however, this is not a condition for Closing.
Buyer shall cooperate with Seller in assisting Seller to obtain the Certificate
of Inspection, and if Seller incurs any extra costs or expenses in obtaining
the Certificate of Inspection attributable to Buyer's accelerated schedule,
Buyer shall reimburse Seller for any said extra costs or expenses documented by
Seller.  Furthermore, Seller shall not be required to provide at Delivery a
Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull
Classification and Machinery Classification Certificate (if applicable) and/or
their regulatory equivalent (if applicable) at the time of Delivery; however,
Seller shall use reasonable good faith to obtain such Certificates and
documents within a reasonable time after Delivery, provided, however, the
Seller's failure to deliver said Certificates and Documents shall not
constitute a breach of this Agreement by Seller, nor shall such failure
constitute grounds for Buyer not to close this transaction.

         During the period from the time of Delivery until Closing (hereinafter
referred to as the "Period"), Buyer shall do all that is necessary on its part
to maintain the Vessel's documentation in full force, and any fee or other
expense for the maintenance of the documentation shall be paid by the Buyer.

         If Closing does not occur on or before August 25, 1996, the Vessel
shall be re-delivered to Seller in the same or as good structure, state,
condition, and class as that in which she was delivered, fair wear and tear not
affecting class excepted (the "Re-delivery").  The Vessel upon Re-delivery
shall have her survey cycles up to date and class certificates valid with no
outstanding recommendations, but only to the extent such certificates were
applicable and in force at the time of Delivery.

MAINTENANCE AND OPERATION
- -------------------------

         The Vessel shall, during the Period, be in the full possession at the
absolute disposal for all purposes of the Buyer and under its complete control
in every respect.  Buyer shall, for so long as the Vessel remains under its
control during said Period, take all reasonable steps to maintain the Vessel,
her machinery, engines, equipment,





                                       3
<PAGE>   4
appurtenances and spare parts in a good state of repair and in efficient
operating condition in accordance with good commercial maintenance practice,
ordinary wear and tear excepted.  During said Period, Buyer shall keep the
Vessel in compliance with all governmental and classification society rules and
regulations.

         While the Vessel is under Buyer's control, during the Period, Buyer
shall at its own expense or by its own procurement crew, navigate, operate,
supply, fuel, and repair the Vessel wherever required and shall, as between
itself and seller be responsible for all charges and expenses of every kind and
nature whatsoever incidental to the Vessel's use and operation during said
Period.

         During the Period, Buyer shall not have the right to transport the
Vessel from its berth in Morgan City, Louisiana without the prior written
approval of Seller.  Buyer shall have the right to shift the Vessel within the
port of Morgan City, Louisiana, with the prior written consent of Seller, which
consent shall not be unreasonably withheld.

         During the Period, Buyer shall make no structural changes to the
Vessel or in her machinery without first obtaining written approval from the
Seller.  If changes are made, the Buyer shall, if the Seller requires, restore
the Vessel to its former condition in the event Closing does not occur by
August 25, 1996.  Buyer agrees to defend, indemnify and/or hold harmless Seller
for any costs incurred by Seller for any reason which arises out of or results
from any changes and/or modifications to the Vessel.

         Prior to Closing all equipment and necessities to operate places on
the Vessel by Buyer, including without limitation gaming equipment, shall
remain at all times property of the Buyer, regardless of whether such equipment
may constitute or be deemed to constitute an appurtenance of the Vessel.

         During the Period, Buyer is required to establish and maintain
financial security or responsibility in respect of oil or other pollution
damage as required by any government agency.  The Buyer shall indemnify, defend
and hold Seller harmless against all consequences arising from the Buyer's
failure or inability to comply with governmental requirements from time of
Delivery until Closing.




                                       4
<PAGE>   5
INSPECTION
- ----------

         During the Period, except for restricted areas involved in the
Vessel's gaming operations, Seller or its designee shall have the right at any
reasonable time to inspect or survey the Vessel to ascertain the condition of
the Vessel and to satisfy itself that the Vessel is being properly maintained.

SURVEY AND INVENTORY
- --------------------

         A complete survey and inventory at time of Delivery and, if Closing
does not occur, Re-delivery of the Vessel's equipment, outfit, appliances and
all the consumable stores on board the Vessel shall be made by Seller and Buyer
on Delivery and on Re-delivery.  The Buyer and the Seller, respectively, shall
at the time of Delivery and Re-delivery pay for all bunkers, oils, fuel, water,
provisions, paints, oils ropes, and other consumable stores on the said Vessel
at the market prices.

MORTGAGE
- --------

         The Vessel is subject to a Preferred Ship Mortgage (the "Mortgage") n
favor of First Security Bank of Utah, N.A., not in its individual capacity, but
solely in its capacity as Trustee, (hereinafter after referred to as
"Mortgagee").  From the date of Delivery until Closing, this Agreement shall be
subject and subordinate to the terms and conditions of the Mortgage and the
other loan documents referred to therein.  Buyer agrees to comply with the
insurance requirements under the Mortgage as per the Insurance Schedule
attached hereto as SCHEDULE "B".  Seller agrees not to default on the Mortgage
and will notify Buyer within three (3) days of any notice of default Seller
receives from the Mortgage Holder.

         Seller agrees to deliver to Buyer at the time of Closing good title to
Vessel which is free from all encumbrances, leases, maritime liens and/or debts
of any kind whatsoever, including but not limited to, the Preferred Ship
Mortgage on Vessel, in favor of First Security Bank of Utah, N.A.  Should any
such claim exist against the Vessel, Seller hereby undertakes to indemnify,
defend and hold Buyer harmless against all consequences of such claims.  Should
the Vessel be arrested by reason of claims or liens arising out of her
operation hereunder by seller prior to Delivery, Seller shall at its own
expense take all reasonable steps to secure the release of the Vessel and
discharge any such claims or liens.





                                       5
<PAGE>   6
         This Agreement is not conditioned upon obtaining Seller's mortgagee's
approval; however, in the event, such approval is required by Seller's
mortgagee, Seller shall be responsible for obtaining such approval from
Seller's mortgagee for Seller to enter into this Agreement.

         Seller agrees to provide Buyer with a valid Bill of Sale with warranty
of title to transfer ownership to the Vessel to Buyer at the time of Closing.
Seller shall also transfer and assign to Buyer and subrogate Buyer to any
warranty, right or claim, if any such warranty, right or claim exists, that
Seller has, or may have, against the builder of the Vessel or any supplier of
equipment for the Vessel.  Seller shall also provide Buyer with satisfactory
evidence of corporate power and authority to transfer Vessel.

INSURANCE
- ---------

         During the Period, the Vessel shall be kept insured by the Buyer at
Buyer's expense.  Buyer shall acquire the insurance described herein on
SCHEDULE "B" in the amounts and deductibles specified therein.  Seller
certifies that the insurance described in SCHEDULE "B" complies with the
insurance required in the Mortgage.  The insurance referenced herein shall be
acquired and arranged by the Buyer to protect the interest of the Seller, the
Seller's Mortgagee and the Buyer.  Seller and Seller's Mortgagee shall be named
as additional insureds on all policies of insurance obtained by Buyer pursuant
to this Agreement.  Buyer may at its discretion arrange for additional
insurance to that required herein and any insurance to protect the interest of
any managers it may appoint, any other entity, or any insurance required to
operate the Vessel as a Gaming Vessel.

         Should the Vessel become an actual or constructive total loss under
the insurance, during the Period, all insurance payments for such loss shall be
paid to Seller for distribution between Seller, Mortgagee and Buyer according
to their respective interests.  Buyer shall then be under no further obligation
to Seller in respect to the Vessel under this Agreement.  All other rights of
the parties remain in full force and effect.  In the event the Vessel is an
actual or constructive total loss, during the Period, this Agreement shall
terminate as of the event giving rise to the loss.

         During the Period, Seller shall, upon the request of Buyer, promptly
execute such documents as may be required to enable Buyer to abandon the Vessel
to its insurers and





                                       6
<PAGE>   7
claim a constructive total loss, provided, however, that if the Vessel's
insurers declare the Vessel to be a total loss or a constructive total loss,
but Seller gives notice in writing to Buyer that Seller desires that the Vessel
not be abandoned and that a partial loss only be claimed, then this Agreement
shall terminate as from the date of the event giving rise to such loss and any
insurance payments in respect of the partial loss shall be paid to Seller.

         Prior to the time of Closing, neither Buyer nor Seller shall do any
act or voluntarily permit any act which causes the insurance required herein to
be suspended, impaired, defeated, or canceled.

         Buyer further agrees to provide to Seller within one (1) day of
execution of this Agreement an opinion letter from Buyer's insurance agent
stating that all conditions and terms of SCHEDULE "B" have been met.

LIENS
- -----

         During the Period, Buyer shall be allowed to install furniture,
fixtures, machinery and equipment on the Vessel relating to its Gaming
operation including but not limited to food and beverage service, any
machinery, device, equipment or furniture used directly or indirectly in the
conduct of Gaming operations, gaming devices, table games, surveillance
equipment, computers and bar equipment, and to secure the acquisition of this
furniture, fixtures, machinery, and equipment with a lien superior in rank to
any other lien as it relates to the furniture, fixtures, machinery and
equipment referenced herein.

         Buyer shall indemnify, defend and hold Seller and the Vessel harmless
against any lien of whatsoever nature arising upon the Vessel during the
Period, and against any claims against Seller or the Vessel arising out of the
operation of the Vessel by Buyer or out of any neglect of Buyer in relation to
the Vessel or the operation thereof; provided, however, that Buyer's obligation
to indemnify Seller shall not extend to liens arising from the acts or
omissions of Seller.  Should the Vessel be arrested by reason of claims or
liens arising out of her operation hereunder by Buyer during the Period, Buyer
shall at its own expense take all reasonable steps to secure the release of the
Vessel and discharge any such claims or liens.




                                       7
<PAGE>   8
TOWAGE
- ------

         After Delivery and prior to Closing, all towage in connection with
transporting the Vessel as permitted under this Agreement with Seller's consent
shall be for the Buyer's benefit and Buyer shall pay and be responsible for any
costs associated with transporting the Vessel and the cost of repairing damage
occasioned thereby shall be borne by Buyer.

TAXES
- -----

         It is understood and agreed by Seller and Buyer that the sale of
Vessel by Seller constitutes an isolated and occasional sale by Seller, and
that no sale, use, transfer or other tax(es) should be payable in connection
therewith; however, if any such tax(es) is payable, Buyer shall pay such
tax(es) and shall indemnify and hold harmless Seller for any such tax(es).
Seller shall be responsible for any ad valorem property taxes applicable to the
Vessel prior to Delivery of the Vessel to Buyer, and Buyer will be responsible
for all ad valorem property taxes applicable to the Vessel after Delivery.

NOTICES
- -------

         Unless otherwise provided in this Agreement, all payments, notices and
communications with respect to this Agreement shall be made to Buyer at 711
Casino Magic Drive, Bay St. Louis, Mississippi 39520 and to Seller at 2950 S.
Industrial Road, Las Vegas, Nevada 89109-1100, Attn: Ellis Landau.

         During the Period, not withstanding any provisions of this Agreement
to the contrary, the parties agree that no notice from Buyer shall be effective
unless it is also given to the Mortgagee.  Any notice of default shall state
the nature of the alleged default.  The Mortgagee shall be given notice of any
legal proceeding between Seller and Buyer and/or any alleged default by Seller
and the Mortgagee shall have the right to intervene in any such legal
proceeding and be made a party thereto.

         The parties hereto agree to give notice of any default on any of the
parties respective obligations under this Agreement to the Louisiana Gaming
control Board, Louisiana State Police, Gaming Enforcement Division, upon
occurrence of such default.  Furthermore, all parties agree to give immediate
notice to the Louisiana Gaming Control Board, Louisiana State Police, Gaming
Enforcement Division, in the event that this Agreement does not close by August
25, 1996.




                                       8
<PAGE>   9
CONSIDERATION
- -------------

         Except as set forth in this Agreement, no consideration has been paid
to Seller by Buyer prior to the date hereof and no consideration will be paid
to Seller by Buyer until Closing.

GOVERNING LAW
- -------------

         This Agreement shall be governed by the laws of the United States of
America and the State of Louisiana and any and all disputes arising out of this
Agreement shall be brought in the United States District Court for the Eastern
District of Louisiana.

COMPLIANCE WITH GAMING LAWS
- ---------------------------

         The parties have entered into this Agreement with the understanding
that the Agreement complies with all gaming laws and regulations of the State
of Louisiana.  Should, however, any provision of this Agreement he found to be
in violation of said laws or regulations, this Agreement shall be void ab
initio.

SPECIFIC PERFORMANCE
- --------------------

         If either Seller or Buyer should default on any of its respective
obligations under this Agreement, the non-defaulting party, in addition to and
not in derogation of any other of its rights, may sue for specific performance
of this Agreement.  Furthermore, if any legal action or other proceeding is
brought for the enforcement of this Agreement or any provision hereof, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and other reasonable
costs incurred in such action or proceeding, in addition to any other relief to
which such party shall be entitled.

PRIOR AGREEMENTS
- ----------------

         This Agreement supersedes all prior agreements and constitutes the
entire agreement between the parties concerning the subject matter hereof, and
this Agreement specifically negates and nullifies the Bar Boat Charter entered
into by the parties on June 26, 1996.

AMENDMENTS
- ----------

         During the Period, this Amendment may not be amended or modified
except by an instrument executed by both parties.




                                       9
<PAGE>   10
SEVERABILITY
- ------------

         The provisions of the Agreement are separate and severable.  If any
provision, item or application of this Agreement shall be deemed invalid in
whole or in part, such invalidity shall not affect the other provisions, items,
or applications of this Agreement which can be given effect without the invalid
provision, item or application.

LICENSEE
- --------

         Under no circumstance shall any term or condition of this Agreement be
construed to give Seller any ownership, interest and/or control, either actual
or constructive, in the Buyer, or any of its subsidiaries or its parent
corporation.

CASINO MAGIC CORP.
- ------------------

         Casino Magic Corp. shall be a signatory to this Agreement for the
limited purpose of guaranteeing performance and payment of all obligations of
Buyer in this Agreement except the obligation to close.  Casino Magic Corp.
expressly and specifically states and Seller agrees that Casino Magic Corp. is
not guaranteeing and it is not liable for any obligation of Buyer to close this
Agreement and Casino Magic Corp. is not guaranteeing payment of the Purchase
Price of TWENTY MILLION DOLLARS AND 00/100 ($20,000,000.00) due to Seller from
Buyer at Closing.

TIME OF THE ESSENCE
- -------------------

         Time is expressly declared to be of the essence in this Agreement.  If
Closing does not occur on or before August 25, 1996, this will constitute an
event of default and the non-defaulting party may elect to terminate this
Agreement if it so desires and/or pursue any contractual or legal remedies it
may have.

CITIZENSHIP
- -----------

         Buyer warrants to Seller that it is now, and will remain until
Closing, a citizen of the United States of America as defined in 46 U.S.C. 802.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives on this ___ day of
September, 1996.


WITNESSES:                                      BOYD GAMING CORPORATION
                                                (Seller)


                                                By:
- ------------------------                           -------------------------


                                                Title:
- ------------------------                              -----------------------




                                       10
<PAGE>   11
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives on this ____ day of
September, 1996.

WITNESSES:                                  CASINO MAGIC OF LOUISIANA CORP.
                                            (Buyer)

                                            By:
- -----------------------                         ---------------------------

                                            Title:
- -----------------------                           -------------------------



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives on this ____ day of
September, 1996.

WITNESSES:                                  CASINO MAGIC CORP.
                                            (Signatory)

                                            By:
- -----------------------                         ---------------------------

                                            Title:
- -----------------------                           ------------------------- 




                                       11
