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                                                                    EXHIBIT 10.4



                    [BLAKE DAWSON WALDRON LAWYERS LETTERHEAD]


                            SYSTEM UPGRADE AGREEMENT

                                ACRES GAMING INC

                                  CROWN LIMITED





                                  7 June 1999
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                                    CONTENTS



<TABLE>
<S>                                                                     <C>
1.    INTERPRETATION                                                      1

2.    ACRES'S OBLIGATIONS                                                 4

3.    CROWN'S OBLIGATIONS                                                 4

4.    LICENCE AND ESCROW ARRANGEMENT                                      5

5.    DELIVERY, INSTALLATION AND COMMISSIONING                            5

6.    ACCEPTANCE                                                          6

7.    COOPERATION                                                         6

8.    UPGRADES OF SOFTWARE AND ASSOCIATED DOCUMENTATION                   6

9.    TRAINING                                                            7

10.   PAYMENT                                                             7

11.   PRICE                                                               7

12.   WARRANTY SUPPORT                                                    8

13.   HARDWARE ACCEPTANCE                                                 8

14.   INTELLECTUAL PROPERTY WARRANTIES AND INDEMNITY                      8

15.   CONFIDENTIALITY                                                     9

16.   WARRANTIES                                                         10

17.   REPRESENTATIONS AND WARRANTIES                                     10

18.   LIABILITY OF ACRES IS LIMITED                                      11

19.   TERMINATION                                                        11

20.   CONTROLLED CONTRACT PROVISIONS                                     12
</TABLE>

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<TABLE>
<S>                                                                     <C>
21.   FORCE MAJEURE EVENTS                                               13

22.   DISPUTES                                                           14

23.   NOTICES                                                            14

24.   MUTUAL CO-OPERATION                                                15

25.   GENERAL                                                            15

SCHEDULE

1.    FUNCTIONAL SPECIFICATION                                           17

2.    PRICE SCHEDULE                                                     18

3     TIME LINE                                                          20

4     END USER SOFTWARE LICENSE AGREEMENT                                21

5     LIST OF EQUIPMENT TO BE RETURNED TO ACRES                          26
</TABLE>



                                                                              ii
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                            SYSTEM UPGRADE AGREEMENT

DATE 7 June 1999

PARTIES

       ACRES GAMING INC of 815 NW Ninth Street, Corvallis Oregon, USA ("ACRES")

       CROWN LIMITED ACN 006 973 262 of 99 Queensbridge Street, Southbank
       Victoria, Australia ("CROWN")

RECITALS

A.     Crown has installed at the Southbank Complex the System which is made up
       of components created by Aristocrat, Acres and Crown.

B.     Crown wishes to upgrade the System.

C.     Crown and Acres have agreed that Acres will upgrade part of the System by
       delivering and installing the Acres Component on the terms set out in
       this agreement.

OPERATIVE PROVISIONS:

1.     INTERPRETATION

1.1    DEFINITIONS

       In this Agreement, unless the context otherwise requires:

       "ACCEPTANCE NOTIFICATION" has the meaning given in clause 6;

       "ACRES COMPONENT" means that part of the System to be upgraded by Acres
       as set out in the Functional Specification;

       "ARISTOCRAT" means Aristocrat Leisure Industries Pty Ltd ACN 001 660 715
       of 71 Longueville Road, Lane Cove, NSW 2066;

       "ARISTOCRAT COMPONENT" means that part of the System to be upgraded by
       Aristocrat as set out in the Functional Specification;

       "ASSOCIATED DOCUMENTATION" means the operating, programming and user
       manuals, modification manuals, flow charts, drawings, design
       documentation and other materials relating to the Software and as amended
       from time to time under this agreement;

       "CONFIDENTIAL INFORMATION" means in relation to a party, information
       that:

       (a)    is by nature confidential; or

       (b)    is designated by a party to be confidential; or

       (c)    the other party knows or ought reasonably to know is confidential
              including:

              (i)    information comprised of or relating to any intellectual
                     property rights of the party;

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              (ii)   information relating to the financial position of the
                     party, and in particular, includes information relating to
                     the assets or liabilities of the party and any other matter
                     that does or may affect the financial position or
                     reputation of the parties;

              (iii)  information relating to the internal management structure
                     of the party, or the personnel, policies and strategies of
                     the parties;

              (iv)   business plans;

              (v)    information of the party to which the other party has
                     access other than information referred to in paragraphs
                     (i), (ii) and (iii) that has any actual potential
                     commercial value to the first party or to the person or
                     corporation which supplied that information; and

              (vi)   information in the party's possession relating to another
                     party's clients or suppliers, and like information;

       "CROWN COMPONENT" means that part of the System to be upgraded by Crown
       as set out in the Functional Specification;

       "INTELLECTUAL PROPERTY RIGHTS" means all and any intellectual and
       industrial property rights whether conferred under statute, or common law
       or in equity including without limitation rights to patents, designs,
       trade marks, trade names, circuit layouts, confidential information and
       copyright;

       "END USER SOFTWARE LICENSE AGREEMENT" means the software license
       agreement set out in Schedule 4;

       "FUNCTIONAL SPECIFICATION" means the functional design specification for
       the upgraded System set out in Schedule 1;

       "HARDWARE" means the hardware forming part of the Acres Component and
       such items described as hardware in the Functional Specification which
       are purchased by Crown from time to time;

       "PRICE" means the amount payable to Acres calculated in accordance with
       clause 11;

       "PRICE SCHEDULE" means the schedule of components and unit prices set out
       in Schedule 2;

       "SOFTWARE" means the software forming part of the Acres Component
       (together with user manuals and any enhancement, modification or new
       release), any software of Acres used in the System (other than the Acres
       Component) and such items described as Software in the Functional
       Specification which are purchased by or licensed to Crown from time to
       time;

       "SOUTHBANK COMPLEX" means the Crown Casino complex in Melbourne,
       Victoria;

       "SYSTEM" means the gaming machine management system as operated by Crown
       at the Southbank Complex;

       "TIME LINE" means the time line set out in Schedule 3;

       "VCGA" means the Victorian Casino and Gaming Authority;

       "VCGA TECHNICAL REQUIREMENTS DOCUMENT" means the document issued by the
       VCGA entitled "Technical Requirements for Gaming Machines and Electronic
       Monitoring systems in the Melbourne Casino - Version 2.0";

       "WARRANTY PERIOD" means the period of 12 months commencing on the date
       Acceptance Notification is given by Crown to Acres;



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       "WARRANTY SUPPORT" means service and support provided by Acres to Crown
       sufficient to ensure that the Acres Component functions at all times in
       accordance with the Functional Specification so as to maintain
       satisfactory functionality performance and response times provided always
       that "Warranty Support" will not include any defect or fault in the Acres
       Component which arises out of or is caused by:

       (i)    improper use of the Acres Component by Crown;

       (ii)   operation of the Acres Component other than in accordance with
              Associated Documentation;

       (iii)  modification of the whole or any part of the Acres Component not
              approved by Acres; and

       (iv)   use of the Acres Component contrary to law or other than for the
              purpose of legal gaming; and

       "YEAR 2000 COMPLIANT" means that neither the performance nor the
       functionality of the Acres Component will be affected by dates prior to,
       during or after the year 2000 and in particular:

       (a)    no value for current dates will cause any interruption in
              operation;

       (b)    date-based functionality will behave consistently for dates prior
              to, during and after the year 2000;

       (c)    in all interfaces and data storage, the century in any date will
              be specified either explicitly or by unambiguous algorithms or
              inferencing rules;

       (d)    the year 2000 will be recognised as a leap year in terms of
              handling the 29th of February and day 366; and

       (e)    the Acres Component will satisfy VCGA year 2000 testing
              requirements;

1.2    GENERAL

       In this agreement, unless the context otherwise requires:

       (a)    a reference to any legislation or legislation provision includes
              any statutory modification or re-enactment of or legislative
              provision substituted for, any subordinate legislation issued
              under, that legislation or legislative provision;

       (b)    a reference to a recital, clause, schedule, annexure or exhibit is
              to a recital, clause, schedule, annexure or exhibit of or to this
              agreement;

       (c)    a recital, schedule, annexure or a description of the parties
              forms part of this agreement;

       (d)    a reference to any agreement or document is to that agreement or
              document (and, where applicable, any of its provisions) as
              amended, novated, supplemented or replaced from time to time;

       (e)    a reference to any party to this agreement or any other document
              or arrangement includes that party's executors, administrators,
              substitutes, successors and permitted assigns;

       (f)    where an expression is defined, another part of speech or
              grammatical form of that expression has a corresponding meaning;

       (g)    the singular includes the plural and vice versa;

       (h)    a reference to an individual or person includes a corporation,
              partnership, joint venture, association, authority, trust, state
              or government or vice versa;



                                                                               3
<PAGE>   7

       (i)    a reference to an act or omission by a party includes a reference
              to an act or omission by that party's employees, servants and
              agents; and

       (j)    a reference to "dollars" and "$" is to Australian currency.

1.3    HEADINGS

       In this agreement, headings are for convenience of reference only and do
       not affect interpretation.

2.     ACRES'S OBLIGATIONS

2.1    In consideration of Crown complying with its obligations set out in
       clause 3 it is a fundamental term of this agreement that Acres shall:

       (a)    develop, deliver and commission at the Southbank Complex the Acres
              Component, (free from encumbrances) which must comply with the
              Functional Specification;

       (b)    assist and support installation by Crown of the Software;

       (c)    use its best efforts to comply with the Time Line;

       (d)    grant a licence (or secure the grant of a licence or sub-licence)
              to Crown of the Intellectual Property Rights in the Acres
              Component in accordance with clause 4;

       (e)    promptly provide all upgraded versions of the Software and
              Associated Documentation in accordance with clause 8;

       (f)    train Crown personnel in accordance with clause 9;

       (g)    write and produce the necessary copies of the Associated
              Documentation;

       (h)    while at the Southbank Complex performing its obligations under
              this agreement:

              (i)    comply with all reasonable directions given by Crown; and

              (ii)   comply with all approvals, laws and regulations necessary
                     to perform its obligations under this agreement;

       (i)    participate in VCGA testing and assist Crown with obtaining VCGA
              approval of the Acres Component at the Southbank Complex,
              including, without limitation, supplying to Crown the items
              specified in paragraph 7.2(d) of the Functional Specification; and

       (j)    fully cooperate with VCGA testers so as to ensure the timely
              approval of the Acres Component by the VCGA.

3.     CROWN'S OBLIGATIONS

       In consideration of Acres complying with its obligations set out in
       clause 2, Crown agrees to:

       (a)    pay to Acres the Price in accordance with clause 10;

       (b)    prepare the Southbank Complex, at its expense, in order to allow
              Acres to perform its obligations under this agreement and without
              limitation to this clause, further agrees to ensure that there
              will be



                                                                               4
<PAGE>   8

              for the purpose of installation an adequate supply of electricity,
              adequate electrical items and fittings and appropriate
              environmental conditions for the Acres Component;

       (c)    allow reasonable access to Acres's employees or contractors to the
              Southbank Complex or such other premises owned or occupied by
              Crown, to permit Acres to perform its obligations under this
              agreement;

       (d)    only use the Acres Component at the Southbank Complex and not
              sub-license to any third party the whole or any part of the Acres
              Component;

       (e)    use its best efforts to comply with the Time Line;

       (f)    procure the cooperation of any third parties, including gaming
              machine vendors and the VCGA, required to implement the upgrade to
              the System;

       (g)    pay for and manage the obtaining of VCGA approval for the upgrade
              to the System; and

       (h)    at Crown's expense, return to Acres the items listed in Schedule
              5.

4.     LICENCE AND ESCROW ARRANGEMENT

4.1    Crown acknowledges that the Software and Associated Documentation
       supplied by Acres to Crown are the property of Acres, and Crown agrees to
       execute the End User Software License Agreement upon giving Acceptance
       Notification to Acres.

4.2    In the case of third party software that is supplied by Acres for the
       operation of the Software, Acres shall procure for the benefit of Crown
       the right to implement and use such third party software in connection
       with the Software.

4.3    Immediately after receiving the Acceptance Notification pursuant to
       clause 6.3, Acres shall provide Crown with a complete copy of the
       Software and a further copy of the Associated Documentation.

4.4    Acres undertakes that after receipt by Acres of the Acceptance
       Notification, when and if requested to do so by Crown, it will deposit
       the source code of all Software with a third party ("the Escrow
       Custodian"). The deposit of the source code with the Escrow Custodian
       shall be at Crown's expense and must be governed by an agreement,
       acceptable to Crown, to which Acres, Crown and the Escrow Custodian are
       parties, under which the source code will be released to Crown if Acres
       becomes or is at serious and substantial risk of becoming subject to any
       form of insolvency, administration or receivership or anything analogous
       or Acres ceases or threatens to cease trading.

5.     DELIVERY, INSTALLATION AND COMMISSIONING

5.1    Acres shall deliver to Crown the Hardware at an address in Melbourne
       nominated by Crown and shall ensure that the Hardware is ready for use by
       Crown and is configured and able to be operated in accordance with the
       Functional Specification on or before the dates specified in the Time
       Line unless otherwise agreed between the parties.

5.2    Acres shall deliver to Crown the Software at an address in Melbourne
       nominated by Crown and shall ensure that the Software is ready for use by
       Crown and is configured and able to be operated in accordance with the
       Functional Specification on or before the dates specified in the Time
       Line unless otherwise agreed between the parties. Acres shall assist and
       support Crown in the installation of the Software.

5.3    Acres shall immediately notify Crown once it has complied with its
       obligations under clauses 5.1 and 5.2.



                                                                               5
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5.4    Subject to clause 10 and clause 19, title in the Hardware passes to Crown
       upon full payment of the Price in accordance with the provisions of this
       agreement.

5.5    Risk of loss or damage to any part of the Acres Component passes to Crown
       on the date of its installation at the Southbank Complex.

6.     ACCEPTANCE

6.1    After completion of installation and commissioning of the Acres Component
       at the Southbank Complex, Crown or its nominee will carry out such tests
       and assessments of the Acres Component as it considers necessary to
       ensure that the Acres Component conforms to the Functional Specification.
       Acres may appoint a representative to be present at that meeting.

6.2    The parties acknowledge that the VCGA will conduct compliance and
       approvals testing to ensure the Acres Component meets the requirements of
       the VCGA Technical Requirements Document. Crown's testing and assessment
       referred to in clause 6.1 will take into account the results and
       recommendations of the VCGA testing.

6.3    The testing of the Acres Component under clause 6.1 will be based on a
       reasonable judgement of "pass" or "fail" and Crown will:

       (a)    notify Acres when a successful acceptance test under clause 6.1
              has been carried out in respect of the installation and
              commissioning ("Acceptance Notification"); or

       (b)    advise Acres in writing if the Acres Component or the relevant
              part of the Acres Component fails to satisfy the relevant
              acceptance tests and will specify the manner in which the Acres
              Component is not acceptable.

6.4    If the Acres Component fails to perform in accordance with the Functional
       Specification or fails to satisfy any of the relevant acceptance tests
       referred to in clause 6.1, Acres will (at its own expense) take steps to
       correct the Acres Component and the relevant acceptance test will be
       repeated at reasonable intervals until the Acres Component performs in
       accordance with the Functional Specification.

6.5    Crown reserves the right to withhold payment under clause 10.1(b) if the
       Acres Component does not satisfy the acceptance tests.

6.6    Acres undertakes to promptly rectify any conditions imposed by the VCGA
       or Crown.

6.7    Notwithstanding any other provision of this agreement, if either party
       considers it necessary to make minor variations to the Functional
       Specification, that party shall first notify the other party of its
       requirements and the other party shall consider the request for
       variation, acceptance of which shall not be unreasonably withheld.

7.     COOPERATION

       In carrying out its obligations under this agreement, Acres shall:

       (a)    comply with the reasonable directions of Crown; and

       (b)    cooperate with all third parties.

8.     UPGRADES OF SOFTWARE AND ASSOCIATED DOCUMENTATION



                                                                               6
<PAGE>   10

8.1    Acres will advise Crown of all upgraded versions of the Software and, at
       Crown's request and expense, upon execution of an applicable software
       licence agreement and payment of a licensing fee as may be agreed between
       the parties, Acres will provide to Crown those upgraded versions on
       diskette, magnetic tape and/or other appropriate electronic medium. The
       upgraded version will be accompanied by instructions for the installation
       of the upgrade. Associated Documentation will be provided for upgraded
       versions of the Software.

8.2    Acres agrees to provide Crown with six copies of each of the Associated
       Documentation and any amendments, revisions, supplementary user manuals
       or other relevant Associated Documentation as Acres may produce or
       receive from time to time. Two copies will also be provided to the VCGA.

8.3    Acres warrants that the Associated Documentation will contain sufficient
       information for the proper operation of the Acres Component.

9.     TRAINING

       Acres will provide to three personnel nominated by Crown at mutually
       acceptable times during the commissioning and acceptance testing of the
       Acres Component at the Southbank Complex training in relation to the
       operation and maintenance of the Acres Component as Crown considers
       appropriate to enable the personnel to operate and maintain the Acres
       Component confidently and without assistance.

10.    PAYMENT

10.1   Subject to this clause 10, Crown agrees to pay the Price to Acres in
       accordance with the following instalments:

       (a)    60% of the Price is to be paid to Acres on signing of this
              agreement; and

       (b)    the final 40% of the Price being the balance of all amounts
              payable under this agreement will be paid upon Acceptance
              Notification being given by Crown to Acres.

10.2   The Price is CIF to Melbourne locations (as nominated by Crown) and is
       inclusive of all taxes and duties (including sales tax and/or a goods and
       services tax) levied or based on this agreement or the provision of the
       goods and/or services by Acres to Crown.

10.3   Crown's obligation to pay any amount under this agreement shall remain at
       all times subject to Acres not being in breach of any material term of
       this agreement and payment may be withheld by Crown until such breach is
       rectified by Acres.

10.4   If Acres breaches its obligation to deliver the Hardware and Software it
       is required to deliver by 1 November 1999 under the Time Line, Acres will
       have until 30 November 1999 to remedy such breach without penalty, but if
       Acres fails to remedy such breach by 30 November 1999, the outstanding
       balance of the Price payable by Crown will be reduced by an amount equal
       to 1 (one) per cent of the Price for each 15 days that such breach
       remains unremedied past 30 November 1999.

10.5   If Crown does not give Acceptance Notification to Acres by 29 February
       2000 by reason of a failure by Acres to promptly comply with clause 6.4
       or clause 6.6, the outstanding balance of the Price payable by Crown will
       be reduced by an amount equal to 1 (one) per cent of the Price for each
       15 days that such failure remains unremedied past 29 February 2000.

11.    PRICE

11.1   The Price payable for the Acres Component and all of the rights granted
       to Crown by Acres under this Agreement are set out in the Price Schedule.



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11.2   Notwithstanding anything else in this agreement, the Price shall be the
       total amount payable for development, delivery, installation and
       commissioning of the Acres Component and all services to be performed by
       Acres under this agreement except for:

       (a)    maintenance services (if any) which are to be negotiated by the
              parties from time to time; and

       (b)    upgrades of Software and Associated Documentation provided
              pursuant to clause 8.

12.    WARRANTY SUPPORT

12.1   Acres will provide Crown with Warranty Support for the duration of the
       Warranty Period at no charge to Crown.

12.2   After expiry of the Warranty Period, Acres will offer to Crown
       maintenance services including telephone, facsimile or remote modem
       control support in response to any operational difficulties with the
       Acres Component (including investigation and correction of suspected
       errors in the Software) available on a 24 hour basis on terms and
       conditions to be agreed between the parties.

13.    HARDWARE ACCEPTANCE

       Acres shall deliver to Crown samples of the Hardware as specified in the
       Time Line. Crown shall inspect these samples to assess compliance with
       the Functional Specification and Crown's instructions as to physical
       design and appearance and shall either accept or reject the samples. If
       the samples are accepted by Crown, Acres shall deliver the entire
       Hardware to Crown in accordance with this agreement. If the samples are
       rejected, Acres shall rectify any defect identified by Crown and resubmit
       the samples to Crown for consideration in accordance with this clause.

14.    INTELLECTUAL PROPERTY WARRANTIES AND INDEMNITY

14.1   Acres warrants that each of the Software and the Associated Documentation
       used within the scope of the End User Software License Agreement, do not
       infringe the Intellectual Property Rights of any person.

14.2   Acres warrants that the use of the Hardware does not infringe the
       Intellectual Property Rights of any person.

14.3   Acres warrants that all Intellectual Property Rights in and to the
       Software and Associated Documentation, including without limitation the
       copyright which Acres has or purports to have are owned by Acres and
       Acres has the right to grant the rights granted to Crown in this
       agreement and in the End User Software License Agreement;

14.4   Acres indemnifies Crown (including its officers, servants, agents,
       assignees and contractors) against all claims, liability, loss, costs and
       expenses whether direct or indirect which may be incurred by any of them
       arising out of or in connection with any claim, action or proceeding by a
       person alleging that the exercise of the rights granted under this
       agreement by Crown infringes the Intellectual Property Rights of that
       person ("Claim").

14.5   Crown shall notify Acres as soon as practicable of any Claim or suspected
       Claim arising from Crown's use of the Software or any part of it.

14.6   On request from Crown, Acres shall, at its own cost, conduct the defence
       of a Claim. Acres must observe Crown's reasonable directions relating in
       any way to that defence or to negotiations for settlement of the Claim.

14.7   Crown shall, if requested by Acres, at Acres's cost, provide Acres with
       reasonable assistance in conducting the defence of such a Claim



                                                                               8
<PAGE>   12

14.8   Without limiting the generality of clause 14.6, as part of the settlement
       of any Claim or if a Claim is successful or if Acres agrees (such
       agreement not to be unreasonably withheld) that there is an infringement
       of a person's Intellectual Property Rights or Acres believes that the
       Software is likely to become the subject of a claim of infringement,
       Acres shall, at its option and cost, either:

       (a)    modify or replace the Software, or any part thereof, or Associated
              Documentation so as to render the grant of rights to Crown under
              the terms of this agreement non-infringing; or

       (b)    procure for Crown the rights to continue enjoying the benefit of
              this agreement.

14.9   If the solutions in clause 14.8(a) or (b) cannot promptly be achieved,
       Acres must refund to Crown the Price.

15.    CONFIDENTIALITY

15.1   All Confidential Information exchanged between the parties under this
       agreement or during the negotiations preceding this agreement is
       confidential to them and may not be disclosed to any person except:

       (a)    to employees, legal advisers, auditors and other consultants of
              the party or its related bodies corporate requiring the
              Confidential Information for the purposes of this agreement; or

       (b)    with the consent of the party who supplied the Confidential
              Information; or

       (c)    if the Confidential Information is lawfully in the possession of
              the recipient of the Confidential Information through sources
              other than the party who supplied the Confidential Information; or

       (d)    if required by law; or

       (e)    if strictly and necessarily required in connection with legal
              proceedings relating to this agreement; or

       (f)    the VCGA or persons nominated by the VCGA; or

       (g)    if the Confidential Information is generally and publicly
              available other than as a result of breach of confidence by the
              person receiving the Confidential Information.

15.2   A party disclosing Confidential Information under clauses 15.1(a), (b) or
       (e) must use all reasonable endeavours to ensure that persons receiving
       Confidential Information from it do not disclose the Confidential
       Information except in the circumstances permitted in clause 14.9.

15.3   A party who has received Confidential Information from the other party
       under this agreement must, on the request of the other party, immediately
       deliver to the other party all documents or other materials containing or
       referring to that Confidential Information which is in its possession,
       power or control or in the possession, power or control of persons who
       have received Confidential Information from it under clauses 15.1(a), (b)
       or (e).

15.4   For the purposes of this agreement, each party (the "Receiving party")
       must do all things necessary to ensure that the remaining party may
       receive and handle any Confidential Information received by the Receiving
       party from any third person in the course of conducting any activities
       relevant to this agreement on the same terms and conditions as to
       confidentiality which apply to the Receiving party.

15.5   The obligations of the Parties in this clause 14.9 survive termination of
       this Agreement.



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16.    WARRANTIES

16.1   Acres warrants that from execution of this agreement until the end of the
       Warranty Period, the Software and the Hardware will be free from defects
       and in good working order. In the event of a defect in the Software or
       the Hardware, Acres will promptly restore the Software or the Hardware to
       good working condition by adjustment, repair or replacement, at Acres'
       option. Acres shall pay any shipping expenses necessary to undertake such
       adjustment, repair or replacement and return the Hardware or Hardware to
       Crown. In addition to any other warranty, express or implied in this
       agreement, Acres warrants that from the execution of this agreement until
       the end of the Warranty Period:

       (a)    Acres has or will immediately procure the requisite technology,
              skill/personnel and ability sufficient to enable it to perform its
              obligations under this agreement;

       (b)    the Hardware will at all times and for all purposes relevant to
              this agreement conform with the samples agreed to by Crown as
              specified in the Time Line and comply with the Functional
              Specification and Crown's instructions as to physical design and
              appearance.

       (c)    the Hardware is suitable for normal use as reasonably contemplated
              by Crown;

       (d)    the Acres Component and all items purchased under this agreement
              shall be free from material defects, shall be properly installed
              and shall perform in accordance with the Functional Specification;

       (e)    the Associated Documentation contains sufficient information to
              enable Crown to use and maintain the Software;

       (f)    any replacement software (excluding upgrades) provided in
              accordance with the terms of this agreement shall satisfy the
              warranties contained in this agreement;

       (g)    the Acres Component will be of merchantable quality and will be
              fit for purpose and shall otherwise be delivered and installed
              without any material defects in material and workmanship;

       (h)    the Acres Component will be Year 2000 Compliant;

       (i)    the Acres Component and all items purchased under this agreement
              will comply, in all respects, with the Functional Specification;

16.2   Any unauthorised modification, alteration or revision of all or a portion
       of the Software or Hardware shall cause the warranties described in this
       clause to be null and void.

16.3   Except as specifically provided in this agreement, there are no other
       warranties, express or implied. Acres acknowledges that the warranties in
       this clause 16 do not affect the operation of the warranties given by
       Acres in clauses 14 and 17 and those warranties shall continue to apply
       after the expiration of the Warranty Period.

17.    REPRESENTATIONS AND WARRANTIES

       Each party warrants and represents to the other party, as an inducement
       to the other party to enter into this agreement that at the date of this
       agreement:

       (a)    its execution and delivery of this agreement has been properly
              authorised by all necessary corporate action;



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<PAGE>   14

       (b)    this agreement constitutes a legal, valid and binding obligation
              on it and, subject to discretions exercisable by the courts in
              relation to the granting of equitable remedies, is enforceable in
              accordance with its terms by appropriate legal remedy;

       (c)    this agreement does not conflict with or result in the breach of
              or default under any provision of its memorandum or articles of
              association or any material term or provision of any agreement or
              deed or any writ, order or injunction, judgement, law, rule or
              regulation to which it is a party or is subject, or by which it is
              bound;

       (d)    all information provided by the party in writing is true and
              correct; and

       (e)    to Acres's knowledge, there are no actions, claims, proceedings or
              investigations pending or threatened against it or by, against or
              before any person which may have a material effect on the subject
              matter of this agreement.

18.    LIABILITY OF ACRES IS LIMITED

18.1   Subject to any provision of this agreement which provides for an express
       remedy or indemnity for breach of this agreement, Acres is not liable to
       Crown for any loss or damage (including consequential loss and damage)
       suffered or incurred or arising directly or indirectly as a result of
       Acres's performance of this agreement or its supply of the Acres
       Component and services provided for in this agreement.

18.2   Except for warranties and terms implied by law, only those warranties and
       terms which are expressly contained in this agreement apply. If any
       further warranty or term is, by statute implied into this agreement
       ("Statutory Term") and that statute avoids or prohibits provisions in a
       contract excluding or modifying the application or exercise of or
       liability under that Statutory Term, that Statutory Term is deemed to be
       included in this agreement, and the liability of Acres for any breach of
       a Statutory Term is limited, at Acres's option, to any one or more of the
       following:

       (a)    If the breach relates to goods, promptly:

              (i)    replacing the goods or supplying equivalent goods;

              (ii)   repairing the goods;

              (iii)  paying the cost of replacing or repairing the goods or of
                     acquiring equivalent goods; or

              (iv)   paying the cost of having the goods repaired; and

       (b)    If the breach relates to services, promptly:

              (i)    supplying the services again; or

              (ii)   paying the cost of having the services supplied again.

19.    TERMINATION

19.1   Either party may terminate this Agreement forthwith upon the happening of
       any of the following events:

       (a)    the other party commits a material breach of this agreement and
              fails to remedy such breach within thirty (30) days after notice
              has been given to the party in breach;



                                                                              11
<PAGE>   15

       (b)    the other party commits an act of insolvency or a petition is
              presented for winding-up of the other or a resolution is passed
              for the winding-up of the other otherwise than for the purpose of
              amalgamation or reconstruction;

       (c)    the other party enters a compromise or arrangement with creditors
              or a receiver or official manager or administrator is appointed;
              or

19.2   In the event that this agreement is terminated under clause 19.1 then:

       (a)    each party shall do all such things and execute all such documents
              as its attorneys may reasonably request in order to record or give
              effect to such termination; and

       (b)    each party shall upon or within a reasonable time after
              termination release or return to the other party all documents and
              other things in tangible form which contain any Confidential
              Information obtained from the other party pursuant to this
              Agreement or if any Confidential Information is embodied
              invaluable property belonging to the party receiving the
              Confidential Information, the receiving party shall certify that
              it has observed its obligations by erasure or other appropriate
              means as authorised by the party to whom such Confidential
              Information belongs.

19.3   In the event that this agreement is terminated by Crown because of:

       (a)    a material breach by Acres which is unremedied in accordance with
              clause 19.1(a), Acres shall refund to Crown the Price or any part
              of the Price paid by Crown;

       (b)    an insolvency event of Acres identified in clause 19.1(b) or
              19.1(c) which occurs prior to Crown giving Acceptance
              Notification, Acres shall deliver the Software at the stage of
              completion at the time of termination (including the source code
              to the Software) to Crown so as to enable Crown to complete the
              upgrade of the System without any further payment by Crown. Title
              to any Hardware delivered to Crown by Acres shall pass to Crown.

19.4   In the event that this agreement is terminated by Acres because of a
       material breach by Crown which is unremedied in accordance with clause
       19.1(a), and Crown has paid the Price or any part of the Price, Crown
       shall be entitled to:

       (a)    retain, without further payment, all Hardware supplied by Acres to
              Crown under this agreement (and title to such Hardware shall pass
              to Crown); and

       (b)    a refund of the difference between the Price or any part of the
              Price paid by Crown to Acres and the reasonable cost incurred by
              Acres as at the date of termination in respect of:

              (i)    the Hardware; and

              (ii)   development of the Acres Component.

20.    CONTROLLED CONTRACT PROVISIONS

20.1   If this agreement falls within the definition of a controlled contract
       under section 29(1) of the Casino Control Act 1991 (Vic) (the "Act"),
       this clause is included in the agreement.

20.2   This agreement is of no force or effect unless or until either:

       (a)    the Casino Control Authority ("the Authority") has approved the
              entry into this Agreement; or



                                                                              12
<PAGE>   16

       (b)    the period during which the Authority is empowered to give written
              notice of its objection to the proposed entry into this agreement
              has expired without notice having been given to Crown by the
              Authority, in accordance with section 30 of the Act.

20.3   This agreement may be terminated by the Authority pursuant to its powers
       under section 32 of the Act or by any party upon receipt of a written
       notice from the Authority lawfully requiring the termination of this
       agreement, in accordance with the terms of that notice.

20.4   Acres must, if requested by Crown, co-operate with Crown and do all
       things which are reasonably required by Crown to persuade the Authority,
       in accordance with section 32 of the Act, as to why this agreement should
       not be terminated.

20.5   The parties acknowledge that, in accordance with section 33 of the Act:

       (a)    termination under clause 20.3 does not affect a right acquired, or
              a liability incurred, before that termination; and

       (b)    no liability for breach of contract is incurred by a party by
              reason only of that termination.

20.6   This agreement may only be varied, amended or supplemented by written
       document which includes a provision to the effect of clause 20.2 and is
       signed by the parties.

20.7   If the Act is amended so that there are amended or additional
       requirements which must be satisfied prior to the entry into or the
       giving effect to this agreement, this agreement is of no force or effect
       until those requirements are satisfied or waived by the Authority. The
       provisions of clause 20.2 only have force or effect while they reflect
       the requirements of section 30 of the Act.

21.    FORCE MAJEURE EVENTS

21.1   DEFINITION

       "FORCE MAJEURE EVENT," means any act, occurrence or omission, as a result
       of which the party relying on it is prevented from or delayed in
       performing any of its obligations under this agreement, and which is
       beyond the control of that party, including (without limitation) civil
       disturbance or commotion, act of God, war, blockade, riot, revolution,
       earthquake, flood, storm, tempest, other natural calamity, prolonged
       atmospheric interference and legal or government enactment, order,
       requirement or regulation.

21.2   A party that becomes aware of any matter likely to constitute a Force
       Majeure Event affecting the obligations of either party must immediately
       give notice of that fact, and of all relevant particulars, to the other
       party.

21.3   Immediately a Force Majeure Event occurs a party the performance of whose
       obligations is affected by that Force Majeure Event (the "Affected
       Party") must give to the other party notice containing full particulars
       of the Force Majeure Event including its nature and likely duration, the
       obligations affected by it and the nature and extent of its effect on
       those obligations ("Suspension Notice").

21.4   The obligations of the Affected Party are suspended, to the extent that
       they are affected by the Force Majeure Event, from the date the Affected
       Party gives a Suspension Notice in respect of that Force Majeure Event
       until the cessation of the Force Majeure Event.

21.5   The Affected Party must use its best endeavours to remove the effect of
       each Force Majeure Event affecting its performance of this agreement
       (except in the case of industrial action where the Affected Party must
       use reasonable endeavours to resolve it).



                                                                              13
<PAGE>   17

21.6   During the period of suspension of any obligation of the Affected Party
       under clause 21.4 the other party may (but need not) make alternative
       arrangements for the performance, whether by another person or otherwise,
       of any obligation so suspended without incurring any liability to the
       Affected Party.

21.7   An Affected Party must give immediate notice to the other party of the
       cessation of each Force Majeure Event the subject of a Suspension Notice
       and must immediately after cessation of that Force Majeure Event resume
       performance of any obligation suspended as a result of it.

21.8   If a Force Majeure Event continues for a period of one month after a
       Suspension Notice is given in respect of that Force Majeure Event, this
       Agreement may be terminated by either party on not less than five
       business days' notice given to the other without any liability for breach
       of contract in respect of that termination.

22.    DISPUTES

22.1   Any dispute arising in connection with this agreement which cannot be
       settled by negotiation between the parties or their representatives shall
       be submitted to arbitration in accordance with the Rules for the Conduct
       of Commercial Arbitrations for the time being of the Institute of
       Arbitrators and Mediators Australia. During such arbitration, both
       Parties may be legally represented.

22.2   Prior to referring a matter to arbitration pursuant to subclause 1, the
       Parties shall:

       (a)    formally refer the dispute to their respective contract managers
              for consideration;

       (b)    in good faith explore the prospect of mediation.

22.3   Nothing in this clause shall prevent a Party from seeking urgent
       equitable relief before an appropriate court.

23.    NOTICES

23.1   A notice under this agreement must be signed by or on behalf of the
       person giving it, it must be addressed to the person to whom it is to be
       given and be:

       (a)    delivered at that person's address; or

       (b)    sent by pre-paid mail to that person's address; or

       (c)    transmitted by facsimile to that person's address.

23.2   A notice given to a party in accordance with this clause is treated as
       having been given and received:

       (a)    if delivered to a party's address, on the day of delivery if
              delivered before 12 noon on that business day, otherwise on the
              next business day;

       (b)    if sent by pre-paid mail, on the third business day after posting;

       (c)    if transmitted by facsimile to a party's address and a correct and
              complete transmission report is received by the transmitting
              party, on the day of transmission if the transmission is completed
              before 12 noon on that business day, otherwise on the next
              business day.

23.3   For the purposes of this clause the address of a party is the address set
       out adjacent to the parties name on page 1 of this agreement or as a
       party may otherwise notify the other under this clause.



                                                                              14
<PAGE>   18

24.    MUTUAL CO-OPERATION

       Each party agrees to provide the other party with the necessary
       assistance and cooperation in order to facilitate the other party's
       performance of its obligations under this agreement.

25.    GENERAL

25.1   NO ASSIGNMENT

       No party to this agreement shall assign or purport to assign its rights
       or obligations under this agreement without the prior consent of the
       other party.

25.2   FURTHER ASSURANCES

       Each party agrees to do all such things and execute all such deeds,
       instruments, transfers or other documents as may be necessary or
       desirable to give full effect to the provisions of this agreement and the
       transactions contemplated by it.

25.3   WAIVER

       The non-exercise of or delay in exercising any power or right of a party
       does not operate as a waiver of that power or right nor does any single
       exercise of the power or right preclude any other or further exercise of
       it or the exercise of any other power or right. A power or right may only
       be waived in writing, signed by the party bound by the waiver.

25.4   AMENDMENT

       This agreement may only amended or supplemented in writing, signed by the
       parties.

25.5   SEVERABILITY

       Any provision in this agreement which is invalid or unenforceable in any
       jurisdiction is to be read down for the purposes of that jurisdiction, if
       possible, so as to be valid and enforceable, and is otherwise capable of
       being severed to the extent of the invalidity or unenforceability,
       without affecting the remaining provisions of this agreement or affecting
       the validity or enforceability of that provision in any jurisdiction.

25.6   ENTIRE AGREEMENT

       This agreement is the entire agreement of the parties on the subject
       matter. The only enforceable obligations and liabilities of the parties
       in relation to the subject matter are those that arise out of the
       provisions contained in this agreement. All representations,
       communications and prior agreements in relation to the subject matter are
       merged in and superseded by this agreement.

25.7   EXCLUSION OF AGENCY PARTNERSHIP AND JOINT VENTURE

       Nothing is this agreement is to be treated as creating a partnership or
       joint venture between the parties under the laws of any applicable
       jurisdiction and no party may act or has any authority to act as agent of
       or in any way by to commit the other party to any obligations.

25.8   PERFORMANCE OF FUNCTIONS

       Each party shall carry out its responsibility under this agreement:

       (a)    in a timely and expeditious manner to the reasonable satisfaction
              of the other;



                                                                              15
<PAGE>   19

       (b)    in a good, commercially prudent and reasonable manner; and

       (c)    shall conduct itself in a manner designed to minimise any
              disruption to the other party's activities (or third parties'
              activities) being conducted at the Southbank Complex.

25.9   GOVERNING LAW

       This agreement is governed by the law in force in the State of Victoria,
       Australia. The parties submit to the exclusive jurisdiction of the courts
       of Victoria and any courts which may hear appeals from those courts in
       respect of any proceedings in connection with this agreement.

25.10  EXPENSES

       Each party shall bear and be responsible for its own legal and accounting
       costs and expenses in connection with the preparation, completion and
       carrying into effect of this agreement, unless the parties otherwise
       agree.

EXECUTED as an agreement

SIGNED, SEALED and DELIVERED for   )
CROWN LIMITED ACN 006 973 262      )         -----------------------------------
under power of attorney            )         Signature of attorney
in the presence of:                )


                                             PETER ALAN DAVID RONEC
-----------------------------------          -----------------------------------
Signature of witness                         Name of attorney


                                             26 April 1995
-----------------------------------          -----------------------------------
Name of witness                              Date of power of attorney



EXECUTED by ACRES GAMING INC:


-----------------------------------          -----------------------------------
Signature of director                        Signature of director/secretary


-----------------------------------          -----------------------------------
Name of director                             Name of director/secretary



                                                                              16
<PAGE>   20

                                   SCHEDULE 1

                            FUNCTIONAL SPECIFICATION


        Confidential portion omitted and filed separately with the SEC


                                                                              17
<PAGE>   21

                                   SCHEDULE 2

                                 PRICE SCHEDULE


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
COMPONENT                                   UNIT PRICE     QTY     SUB TOTAL
-------------------------------------------------------------------------------
<S>                                        <C>            <C>    <C>

Hardware
-------------------------------------------------------------------------------

BE2 UPGRADE KITS INCLUDING:                     *         2600        *

Large VFD,                                 inclusive of          inclusive of
                                            all taxes,            all taxes,
Illuminated Card Reader,                    duties and            duties and
                                             shipping              shipping
Bonus Button,

Power Supply,

12 button backlit keypad,

Player tracking brackets including
assembly and testing of VFD, Card Reader,
Bonus Button and Keypad
-------------------------------------------------------------------------------

Software
-------------------------------------------------------------------------------

ACRES COMPONENT AS PER THE FUNCTIONAL           *            1        *
SPECIFICATION INCLUDING:

Machine Credits Transfer

Card Balance Adjustment

Cashless Transaction Server

Key Distribution Server

Cashless Transaction Change Booth
Terminal

Transaction Replication Database

BE2 incorporating ASP 1000 V2.04

plus current version of ASP 1000

Automated Xtra Credits(TM)

Transaction Balancing Software

Concentrator

Translator

Bonus Server

Configuration WorkStation

Bank Controller
-------------------------------------------------------------------------------

Direct Costs
-------------------------------------------------------------------------------
</TABLE>



                                                                              18
<PAGE>   22

<TABLE>
<S>                                        <C>            <C>    <C>
-------------------------------------------------------------------------------
INSTALLATION, COMMISSIONING SUPPORT AND         *            1          *
DOCUMENTATION
-------------------------------------------------------------------------------

TOTAL                                                             $A8,250,000
-------------------------------------------------------------------------------
</TABLE>



THE PRICE IS INCLUSIVE OF ALL TRAVEL, FOOD AND LODGING COSTS FOR THE PROVISION
OF SUCH ON-SITE PERSONNEL OF ACRES AS ARE REASONABLY REQUESTED BY CROWN TO BE
PRESENT AT THE SOUTHBANK COMPLEX UNTIL CROWN GIVES ACCEPTANCE NOTIFICATION.



                                                                              19

       *Confidential portion omitted and filed separately with the SEC

<PAGE>   23

                                   SCHEDULE 3

                                    TIME LINE

   *                CROWN and Acres execute System Upgrade Agreement and Crown
                    pays to Acres first instalment of the Price.

   *                ARISTOCRAT delivers ASP specifications and support kits to
                    designated EGM vendors

   *                ACRES delivers samples of Player Tracking Brackets (as
                    referred to in section 8.2 of the Functional Specification)
                    for Aristocrat Mk V, Aristocrat MVP, IGT GameKing and
                    Olympic OA3 EGMs with installed BE-2 upgrade kits (as
                    referred to in section 3.3(c) of the Functional
                    Specification) to Crown for approval

                    ARISTOCRAT delivers final modified ASP 1000 simulator to
                    each game vendor for integration testing.

   *                ACRES obtains ESD and safety approval of large VFD and 12
                    Button Backlit Keypad

   *                ACRES installs upgraded system software in Crown testbed.
                    Crown commences initial integration testing and notifies
                    VCGA that the System is available for testing.

                    ACRES installs Software comprising MCI emulator version of
                    BE-2 code in Crown test bed.

   *                ACRES BE-2 MCI emulator Software recommended for approval

   *                ACRES begins installation of Automated PointPlay and
                    Cashless Wagering Hardware and Software in Crown test bed

                    CROWN installs Cashless version of Syco in test bed.

                    All EGM vendors begin installation of upgraded ASP protocol
                    in Crown test bed.

                    ACRES obtains VCGA approval of MCI emulator software for
                    BE-2 upgrade kits

                    ACRES ships first of three weekly shipments of 800, 900 and
                    900 BE-2 upgrade kits (2,550 of which are installed within
                    Player Testing Brackets) tested

   *                CROWN technicians begin installation of BE-2 upgrade kits on
                    casino floor

                    VCGA begins final testing of Acres and EGM Hardware and
                    Software

   *                ACRES Cashless Wagering and PointPlay Software recommended
                    for final approval

                    CROWN Syco software recommended for final approval

                    CROWN finishes installation of all BE-2 upgrade kits on
                    floor.

   *                CROWN completes installation of System Hardware

                    Crown commences installation of ASP Version 2.04 EGM
                    Software.

                    CROWN seeks approval to commence trial of new System.



                                                                              20

       *Confidential portion omitted and filed separately with the SEC
<PAGE>   24

                                   SCHEDULE 4

                       END USER SOFTWARE LICENSE AGREEMENT

1.1        END-USER SOFTWARE LICENSE AGREEMENT

           This End-User Software License Agreement ("Agreement") is made
           effective on the date last signed below between Acres Gaming
           Incorporated, a Nevada corporation, having an office at 815 N.W.
           Ninth Street, Corvallis, Oregon 97330 ("Licensor") and Crown Limited
           ACN 006 973 262, a corporation organized under the laws of Australia
           and having an office at 99 Queensbridge Street, Southbank Victoria,
           Australia ("Licensee").

1.         LICENSE

           (a)    In accordance with the terms herein, Licensor grants to
                  Licensee, and Licensee accepts from Licensor, a perpetual
                  non-exclusive and non-transferable license to use the
                  Licensor's software and firmware as described in Schedule A to
                  this agreement (the "Software").

           (b)    The Software shall be used only on equipment and at
                  location(s) identified in Schedule B. The Software shall be
                  used only for Licensee's own business, which includes
                  operating gaming devices for the benefit of its customers and
                  clients. Licensee shall not: (1) permit any third party to use
                  the Software, (2) use the Software for any purpose other than
                  operating gaming devices, or (3) allow access to the licensed
                  Software through terminals located outside Licensee's business
                  premises identified in Schedule B.

2.         DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

           (a)    Licensee may not reverse engineer, decompile, or disassemble
                  the Software, except and only to the extent that such activity
                  is expressly permitted by applicable law notwithstanding this
                  limitation.

           (b)    Licensee must maintain all copyright notices on all copies of
                  the Software.

           (c)    Licensee may not distribute copies of the Software to third
                  parties, save for copies which the Licensee must provide to
                  the Victorian Casino and Gaming Authority for the Licensee to
                  comply with its obligations under the Casino Control Act 1991
                  (Vic)..

           (d)    Licensee may not adapt or modify the Software.

3.         NO ROYALTY

           The license granted herein is granted by Licensor pursuant to the
           System Upgrade Agreement between Licensee and Licensor dated _______,
           and is granted in consideration of such Agreement. No further license
           fee or royalty shall be payable to Licensor by Licensee.

4.         SOFTWARE OWNERSHIP

           Licensor warrants and represents that it is the owner of the Software
           and all portions thereof and that it has the right to modify same and
           to grant Licensee a license for its use.

5.         TITLE TO SOFTWARE, CONFIDENTIALITY, AND INSPECTION

           (a)    The Software and all programs developed hereunder and all
                  copies thereof are proprietary to Licensor and title thereto
                  remains in Licensor. All applicable rights to patents,
                  copyrights, trademarks and trade secrets in the Software or
                  any modifications made at Licensee's request are and shall



                                                                              21
<PAGE>   25

                 remain in Licensor. Licensee shall not sell, transfer, publish,
                 disclose, display or otherwise make available the Software or
                 copies thereof to others. Licensee agrees to secure and protect
                 each module, software product, documentation and copies thereof
                 in a manner consistent with the maintenance of Licensor's
                 rights therein and to take appropriate action by instruction or
                 agreement with its employees or consultants who are permitted
                 access to each program or software product to satisfy its
                 obligations hereunder. All copies made by the Licensee of the
                 Software and other programs developed hereunder, including
                 translations, compilations, partial copies with modifications
                 and updated works, are the property of Licensor. Violation of
                 any provision of this paragraph shall be the basis for
                 immediate termination of this License Agreement.

          (b)    To assist Licensor in the protection of its proprietary rights,
                 Licensee shall permit representatives of Licensor to inspect at
                 all reasonable times any location at which Software is being
                 used.

6.        WARRANTIES AND INDEMNITIES

          The Licensor gives the warranties and indemnities in respect of the
          Software that are set out in the System Upgrade Agreement.

7.        TERMINATION

          (a)    Licensor shall have the right to terminate this agreement and
                 license(s) granted herein: (i) in the event that Licensee, its
                 officers or employees violates any provision of this License
                 Agreement and such violation is not remedied by the Licensee
                 within thirty (30) days of written notice by the Licensor, and
                 (ii) in the event Licensee (A) terminates or suspends its
                 business; (B) becomes subject to any bankruptcy or insolvency
                 proceeding under Federal or state statute or (C) becomes
                 insolvent or becomes subject to direct control by a trustee,
                 receiver or similar authority.

          (b)    In the event of termination by reason of the Licensee's failure
                 to comply with any part of this agreement, or upon any act
                 which shall give rise to Licensor's right to terminate,
                 Licensor shall have the right, to terminate the license(s) in
                 accordance with clause 7(a) and take immediate possession of
                 the Software and documentation and all copies wherever located.
                 Within five (5) days after termination of the license(s),
                 Licensee will return to Licensor the Software in the form
                 provided by Licensor or as modified by the Licensee, or upon
                 request by Licensor destroy the Software and all copies, and
                 certify in writing that they have been destroyed. Termination
                 under this paragraph shall not relieve Licensee of its
                 obligations regarding confidentiality of the Software.

          (c)    Without limiting any of the above provisions, in the event of
                 termination as a result of the Licensee's failure to comply
                 with any of its obligations under this License Agreement, the
                 Licensee shall continue to be obligated for any payments due.
                 Termination of the license(s) shall be in addition to and not
                 in lieu of any equitable remedies available to Licensor.

          (d)    In the event that the Licensor (A) terminates or suspends its
                 business; (B) becomes subject to any bankruptcy or insolvency
                 proceeding under Federal or state statute or (C) becomes
                 insolvent or becomes subject to direct control by a trustee,
                 receiver or similar authority, the provisions of the source
                 code deposit agreement referred to in clause 4.4 of the System
                 Upgrade Agreement shall apply.

8.        LICENSED LOCATIONS

          Use of the Software by the Licensee at any location other than those
          described above in Article 1 shall be the basis for immediate
          termination of this License Agreement. Termination of the License
          Agreement shall be in addition to, and not in lieu of, any equitable
          remedies available to Licensor.

9.        LIMITATION OF LIABILITY



                                                                              22
<PAGE>   26

          EXCEPT FOR NON-EXCLUDABLE WARRANTIES AND TERMS REQUIRED BY STATUTE,
          ONLY THOSE WARRANTIES AND TERMS WHICH ARE EXPRESSLY CONTAINED IN THIS
          AGREEMENT AND THE SYSTEM UPGRADE AGREEMENT APPLY.

10.       GENERAL PROVISIONS

          (a)    Notice. Any notice, request, demand, or other communication
                 that is required or permitted under this Agreement shall be
                 deemed properly given if it is deposited in the U.S. mail,
                 certified, return, receipt requested, postage prepaid, properly
                 addressed to the respective addresses as set forth above.

          (b)    Limitation of Action. No action, regardless of form, arising
                 out of this Agreement may be brought by Licensee more than one
                 year after the cause of action has arisen.

          (c)    Attorneys' Fees. If either party brings any legal action or
                 other proceeding for breach of this Agreement, the prevailing
                 party shall be entitled to recover its reasonable attorneys'
                 fees and costs.

          (d)    Divisibility. If any provision of this Agreement is found to be
                 prohibited by law and invalid, or for any other reason if any
                 provision held to be unenforceable, in whole or in part, such
                 provision shall be ineffective to the extent of the prohibition
                 or unenforceability without invalidating or having any other
                 adverse effect upon any other provision of this Agreement.

          (e)    Entire Agreement. This Agreement shall be read in conjunction
                 with the System Upgrade Agreement and together with that
                 agreement, shall constitute the entire agreement between the
                 parties relating to the subject matter. No extension,
                 modification or amendment of this Agreement shall be binding
                 upon a party unless such extension, modification or amendment
                 is set forth in a written instrument, which is executed and
                 delivered on behalf of such party.

In Witness Whereof, the parties hereto have duly executed this Agreement,
including the Exhibits attached hereto and incorporated herein by reference, as
of the date last signed below.


ACRES GAMING INCORPORATED                    CROWN LIMITED


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

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

Date:                                        Date:
     ------------------------------               ------------------------------



                                                                              23
<PAGE>   27

               SCHEDULE A (TO END USER SOFTWARE LICENSE AGREEMENT)

                             DESCRIPTION OF SOFTWARE

THE SOFTWARE SUPPLIED BY THE LICENSOR UNDER THE SYSTEM UPGRADE AGREEMENT DATED
[INSERT DATE] BETWEEN THE LICENSOR AND THE LICENSEE AS DEFINED IN THAT
AGREEMENT, INCLUDING SOFTWARE FOR THE FOLLOWING ITEMS:

       (a)    Translator

       (b)    Concentrator

       (c)    Bonus server

       (d)    Configuration work station

       (e)    Bank controller

       (f)    Bonus engine 2

       (g)    Coinless transaction server

       (h)    Coinless transaction database

       (i)    Key distribution centre

       (j)    Cashless transaction enquiry terminal



                                                                              24
<PAGE>   28

               SCHEDULE B (TO END USER SOFTWARE LICENSE AGREEMENT)

                                LICENSED LOCATION

CROWN ENTERTAINMENT COMPLEX, SOUTHBANK, VICTORIA, AUSTRALIA.



                                                                              25
<PAGE>   29

                                   SCHEDULE 5

                    LIST OF EQUIPMENT TO BE RETURNED TO ACRES

2,600 units of:

       (k)    Machine Communication Interface (MCI);

       (l)    Magnetic Stripe Card Reader;

       (m)    Three colour illuminated bezel;

       (n)    Bonus button; and

       (o)    Vacuum Florescent Display (VFD).



                                                                              26