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                                                                  EXHIBIT 10.5


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement") is made and entered into
as of the 27th day of January, 1997, by and between Casino Data Systems, a
Nevada corporation ("CDS") and Diana L. Bennett ("Employee").  For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, CDS and Employee hereby agree as follows:

1.       EMPLOYMENT; SERVICES.

         1.1     CDS hereby hires and employs Employee, and Employee hereby
                 accepts such hiring and employment, for the position of
                 President and Chief Operating Officer and for the purpose of
                 performing those services (the "Services") which are usual and
                 customary for a President and Chief Operating Officer.
                 Employee shall use diligent efforts and shall devote such time
                 and energies as may be reasonably required to perform the
                 Services to the best of her ability.

         1.2     During the term of this Agreement, Employee shall not (i) work
                 as an employee of or independent consultant or contractor for,
                 or provide any other services for hire or benefit to, any
                 third party that competes with CDS or its related entities, or
                 (ii) engage in any activity that in any way competes with the
                 interests of CDS, whether Employee is acting by herself or as
                 an officer, director, shareholder, partner, fiduciary, or
                 otherwise, unless Employee shall first receive the written
                 consent of a majority of CDS' Board of Directors (the
                 "Board").

         1.3     Employee shall report to the Chairman of the Board.  The Board
                 shall at all times during the term of this Agreement have
                 final and complete authority over Employee with respect to all
                 decisions related to the Services and the direction and
                 control of Employee.  In all such cases, the Board shall act
                 by majority vote.  In every case under this Agreement where a
                 vote of the Board is required, such vote shall not include
                 Employee's vote at any time that Employee is a member of the
                 Board.

2.       TERM.

         2.1     The term of this Agreement shall commence on January 27, 1997
                 (the "Effective Date") and shall expire on December 31, 1998,
                 unless terminated earlier pursuant to one or more of the
                 following provisions:

                 2.1.1    CDS shall have the right to terminate this Agreement
                          and the Services by delivery of written notice to
                          Employee, provided that a majority of the Board has
                          voted to terminate this Agreement not less than
                          thirty (30) days prior to the delivery of such
                          notice.  In such case, this Agreement shall terminate
                          thirty (30) days following the date of delivery of
                          such notice.
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                 2.1.2    Employee shall have the right to terminate this
                          Agreement and the Services by delivery of written
                          notice to CDS at any time.  In such case, this
                          Agreement shall terminate thirty (30) days following
                          the date of delivery of such notice.

                 2.1.3    This Agreement shall terminate upon Employee's death.

         2.2     In the event that any of the following events occurs:

                 (a)      This Agreement is terminated by CDS without "Good
                          Cause" (defined below), or

                 (b)      Employee resigns for "Good Reason" (defined below)
                          prior to the expiration of this Agreement's term,

                 then, in addition to all salary, prorated bonus, and benefits
                 due to the effective date of termination, CDS shall also pay
                 to Employee additional salary, prorated bonus and benefits
                 either for one additional year after the effective date of
                 termination or until the normal expiration date of this
                 Agreement, whichever time period is greater.

         2.3     If this Agreement is terminated by CDS prior to the end of its
                 term for Good Cause or if Employee resigns for other than Good
                 Reason, then CDS shall pay Employee's salary, prorated, and
                 benefits only through the effective date of termination of
                 employment.

         2.4     As used herein, "Good Cause" shall mean any of the following:

                 (a)      Employee persists in taking actions reasonably
                          considered to be in material breach of this Agreement
                          by CDS after notice that such actions are a material
                          breach of her obligations hereunder; or

                 (b)      Employee is guilty of any grave misconduct or willful
                          material neglect in any discharge of any of her
                          material duties hereunder to the serious detriment of
                          CDS; or

                 (c)      Employee is convicted of any serious criminal offense
                          which, in the reasonable opinion of the Board,
                          affects her position as an employee of CDS; or

                 (d)      Employee has engaged in any conduct or has engaged in
                          relationships with other persons that would, in the
                          reasonable opinion of the Board, jeopardize any
                          existing or future gaming licenses held or sought by
                          CDS.

         2.5     As used herein, "Good Reason" shall mean that a "Change in
                 Control" as defined in Section 11.12 of the CDS 1993 Stock
                 Option and Compensation Plan, as amended (the "Plan") has
                 occurred and thereafter one or more of the following occurs:





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                 (a)      Employee has been demoted; or

                 (b)      Employee has incurred a substantial reduction in her
                          authority or responsibility; or

                 (c)      There has been a material change in Employee's
                          working hours or working days to non-normal working
                          hours or non-normal working days; or

                 (d)      Employee has incurred material reduction in her
                          remuneration either as base pay or benefits.

3.       COMPENSATION.

         3.1     From and after the Effective Date, CDS shall pay to Employee a
                 gross base salary (the "Base Salary") equal to Two Hundred
                 Thousand Dollars ($200,000.00) per annum, which Base Salary
                 shall be payable in twenty-six equal installment of Seven
                 Thousand Six Hundred Ninety Two and 31/100 Dollars
                 ($7,692.31).  Such installments shall be paid in arrears every
                 two (2) weeks.  The Base Salary may be increased by the Board.

         3.2     In addition to her salary, Employee shall receive a car
                 allowance of Eight Hundred Dollars ($800.00) per month.

         3.3     Employee shall be eligible for an annual or other bonus (the
                 "Bonus") as determined by a majority vote of the Board.  The
                 Bonus, if any, may be paid in any time or manner designated by
                 the Board.

         3.4     CDS shall withhold all relevant income taxes, unemployment
                 insurance, Social Security contributions, workers'
                 compensation insurance, and other customary amounts from
                 Employee's Base Salary and Bonus, if any, prior to
                 distribution of the net proceeds therefrom to Employee.

         3.5     Employee shall be eligible for any other benefits as may be
                 provided by CDS from time to time for its executive employees,
                 pursuant to CDS' policies and eligibility requirements with
                 respect thereto.  Such benefits may be amended, changed, or
                 terminated from time to time by the Board, in its sole and
                 absolute discretion, provided that CDS takes such action with
                 respect to all employees similarly situated as Employee and
                 does not discriminate against Employee in any such action.

         3.6     CDS shall have the right to purchase "key man" insurance
                 covering Employee at any time.  Any such policy and the
                 proceeds therefrom shall at all times remain the property of
                 CDS, which shall at all times be the designated beneficiary
                 thereunder and neither Employee nor her estate, heirs, or
                 beneficiaries shall have any right, title or interest therein
                 or thereto.





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4.       NON-COMPETITION.

         4.1     This non-competition provision shall remain in effect until:

                 (a)      Employee dies; or

                 (b)      Employee's employment with CDS is terminated without
                          Good Cause or is terminated by Employee for Good
                          Reason; or

                 (c)      Two years after the date of the termination of
                          Employee's employment by CDS for Good Cause or the
                          termination of Employee's employment by Employee
                          without Good Reason; or

                 (d)      Two years after the termination of Employee's
                          employment with CDS by reason of the expiration of
                          this Agreement and Employee's election not to renew
                          this Agreement for other than Good Reason.

                 The term of this non-competition provision shall expire as
                 specified in the applicable subparagraph above upon the
                 happening of the first of any of the above events to occur.

         4.2     During the term of this non-competition provision, Employee
                 shall not, either directly or indirectly, for or by herself or
                 for or in conjunction with any other person, company, or other
                 entity, whether as an employee, independent contractor,
                 consultant, shareholder, owner, or otherwise, engage in any
                 activity in any location or place in the world if such
                 activity directly or indirectly competes with the business of
                 CDS.  Without limiting the generality of the foregoing, during
                 the term of this non- competition provision, Employee shall
                 not call upon any customer or potential customer of CDS or any
                 related entity of CDS, perform any of the Services or other
                 activities which she performed while in the employ of CDS for
                 a competitor of CDS or its related entities, solicit orders
                 for any products or services similar to those products or
                 services offered by CDS, sell any products or services
                 competing with the products or services of CDS, divert or take
                 away any customer or business opportunity of CDS or any
                 related entity of CDS, entice or hire away any employee from
                 CDS or any related entity of CDS, or otherwise compete with
                 CDS in any manner during the term of this Agreement.

5.       CONFIDENTIALITY; PROPRIETARY RIGHTS OF CDS; DISCLAIMER OF RIGHTS TO
         TECHNOLOGY AND INTELLECTUAL PROPERTY.

         5.1     At all times during the term of this Agreement and from and
                 after the termination of this Agreement, whether such
                 termination takes place in accordance with the provisions of
                 this Agreement or for any other reason, and whether this
                 Agreement is terminated for or without cause, Employee shall
                 keep strictly confidential and secret any and all proprietary
                 or confidential information related to CDS or CDS' business,





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<PAGE>   5

                 whether such information is obtained by Employee in the course
                 of her employment or otherwise.  Without limiting the
                 generality of the foregoing, Employee shall not disclose to
                 any other person, company, or entity (except in connection
                 with Employee's duties and obligations consistent with the
                 terms of this Agreement and the scope of the Services) any
                 aspect of CDS' business methods, manufacturing processes,
                 business secrets, business systems or products, customer
                 names, prospective customers, accounting systems, computer
                 software or hardware systems, or marketing or business plans.

         5.2     The foregoing notwithstanding, Confidential Information does
                 not include any of the following:

                 (a)      information which through no wrongful act or failure
                          to act on the part of Employee becomes generally
                          known or available, or

                 (b)      information which is furnished to others by CDS
                          without restriction on disclosure, or

                 (c)      information which is hereafter furnished to Employee
                          by third parties as a matter of right and without
                          restriction on disclosure, or

                 (d)      information which is known to others in the industry
                          or is ascertainable from other sources without a
                          breach by the other sources of any nondisclosure
                          agreement on their part.

         5.3     At all times during the term of this Agreement and from and
                 after the termination of this Agreement, Employee shall hold
                 in a fiduciary capacity for the benefit of CDS and shall
                 disclose fully to CDS immediately upon origination, discovery,
                 invention or acquisition, any and all inventions, discoveries,
                 improvements, apparatus, processes, compounds, formulae,
                 computer programs, patents, licenses, copyrights and
                 trademarks made, invented, discovered, developed or secured by
                 Employee during her employment by CDS, solely or jointly with
                 others, or otherwise, and which may be directly or indirectly
                 useful in, or relate to, the manufacture, production, sale,
                 development, or use of any product or service of CDS, and all
                 of the foregoing shall be owned exclusively by CDS.  Employee
                 agrees and acknowledges that the compensation paid to Employee
                 under this Agreement is full and adequate consideration for
                 Employee's covenants under this Section 5.2 and that Employee
                 shall not be entitled to receive any other compensation, fee,
                 commissions, royalty or other amount in connection therewith.

6.       INDEMNITY; SURVIVAL.

         6.1     Employee and CDS shall indemnify, defend, and hold harmless
                 the other from and against any and all loss, cost, damage,
                 liability, or expense, as a result of reckless or malicious
                 conduct of the other, or a willful breach of a duty of Good
                 Faith.  This





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                 indemnity shall only apply to Employee's actions and duties as
                 an employee of CDS.  This indemnity is not intended to nor
                 shall it be interpreted to alter, amend or in any way affect
                 Employee's actions or duties as a member of the Board, or the
                 respective indemnification provisions affecting or relating to
                 all Directors of CDS.

         6.2     The provisions of Articles 4, 5 and 6 of this Agreement shall
                 survive the termination of this Agreement.

7.       GRANT OF OPTIONS.

         7.1     If the last sale price for the common stock as reported on the
                 Nasdaq Stock Market equals or exceeds $10 per share for five
                 consecutive trading days, Employee shall receive an additional
                 grant of options, dated effective as of the last such date, to
                 purchase Twenty Thousand (20,000) shares of common stock of
                 CDS in the form attached hereto as EXHIBIT A, which options
                 shall vest ratably over a three-year period beginning one year
                 from the date of grant.

         7.2     Thereafter, if the last sale price for the common stock as
                 reported on the Nasdaq Stock Market equals or exceeds $12 per
                 share for five consecutive trading days, Employee shall
                 receive an additional grant of options, dated effective as of
                 the last such date,  to purchase Twenty Thousand (20,000)
                 shares of common stock of CDS in the form attached hereto as
                 EXHIBIT A, which options shall vest ratably over a three-year
                 period beginning one year from the date of grant.

         7.3     Thereafter, if the last sale price for the common stock as
                 reported on the Nasdaq Stock Market equals or exceeds $16 per
                 share for five consecutive trading days, Employee shall
                 receive an additional grant of options, dated effective as of
                 the last such date,  to purchase Twenty Thousand (20,000)
                 shares of common stock of CDS in the form attached hereto as
                 EXHIBIT A, which options shall vest ratably over a three-year
                 period beginning one year from the date of grant.





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8.       MISCELLANEOUS PROVISIONS.

         8.1     Files.  All records contained in the files of CDS shall be the
                 property of CDS and Employee shall not remove such records
                 upon the termination of Employee's employment with CDS.

         8.2     Entire Agreement; Amendments.  This Agreement constitutes the
                 entire agreement between the parties with respect to the
                 subject matter hereof and supersedes all prior agreements
                 between the parties with respect thereto.  This Agreement may
                 not be altered, amended, changed, terminated or modified in
                 any respect or particular unless the same shall be in writing
                 and signed by the part to be charged.

         8.3     Attorney's Fees.  In the event of any action for breach of, to
                 enforce the provisions of, or otherwise arising out of or in
                 connection with this Agreement, the prevailing party in such
                 action, as determined by the court in such action, shall be
                 entitled to receive its reasonable attorneys' fees and costs
                 form the other party.  If a party voluntarily dismisses an
                 action, a reasonable sum as attorneys' fees shall be awarded
                 to the other party.

         8.4     Nevada Law; Jurisdiction and Venue.  This Agreement shall be
                 governed by and construed in accordance with the laws of the
                 State of Nevada.  This parties hereby consent to the personal
                 jurisdiction of any court of competent jurisdiction with the
                 State of Nevada.  The exclusive venue for any action or
                 proceeding relating to or arising out of this Agreement shall
                 be Clark County, Nevada.

         8.5     Binding Effect.  Employee acknowledges that Employee's
                 obligations and duties under this Agreement are unique
                 personal services benefiting CDS and shall not be delegated in
                 any manner or respect nor shall this Agreement be assigned by
                 Employee.  This Agreement may not be assigned by CDS without
                 Employee's prior consent, except in connection with any sale
                 or transfer of all or part of CDS' business, in which case no
                 consent of Employee shall be required.  This Agreement shall
                 be binding upon and inure to the benefit of any permitted
                 heirs, successors, and assigns.

         8.6     Validity.  Wherever possible, each provision of this Agreement
                 shall be interpreted in such a manner as to be valid based
                 upon applicable law.  But, if any provision or part of any
                 provision of this Agreement shall be held by a court of
                 competent jurisdiction to be invalid or prohibited thereunder,
                 such provision or part of any such provision shall be
                 ineffective only to the extent of such invalidity or
                 prohibition, without invalidating the remainder of such
                 provision or the remaining provisions of this Agreement.

         8.7     Headings.  The headings of the paragraphs of this Agreement
                 are inserted solely for convenience of reference and are not a
                 part of and are not intended to govern, limit or aid in the
                 construction of any term or provision of this Agreement.





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         8.8     Notices.  Any notice required or permitted to be given under
                 this Agreement shall be in writing and delivered in person to
                 the other party, or sent by certified United States Mail, with
                 postage prepaid.

         8.9     Waiver.  The failure of either party to enforce any of its
                 rights or remedies in connection with a breach of this
                 Agreement by the other party or in any other case shall not be
                 deemed to be a waiver of said first party's rights or remedies
                 with respect thereto or with respect to any other breach of
                 this Agreement by the other party.  No such waiver of rights
                 or remedies shall exist unless the same shall be in writing
                 and signed by the party to be charged.

         8.10    Remedies. Employee acknowledges that CDS' remedy at law for
                 any breach or threatened breach by Employee of Articles 4 and
                 5 hereof will be inadequate.  Therefore, CDS shall be entitled
                 to injunctive and other equitable relief restraining Employee
                 from violating those requirements, in addition to any other
                 remedies that may be available to CDS under this Agreement or
                 applicable law.

         IN WITNESS WHEREOF, CDS and Employee have executed this Agreement as
of the date first set forth above.

                                        CASINO DATA SYSTEMS,
                                          a Nevada corporation


s/ Diana L. Bennett                     By: s/ Steven A. Weiss
-------------------------                   ---------------------------------
Diana L. Bennett                            Its: Chairman of the Board
                                                 ----------------------------




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                                                                       EXHIBIT A


                             STOCK OPTION AGREEMENT





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                      NONQUALIFIED STOCK OPTION AGREEMENT


       NONQUALIFIED STOCK OPTION AGREEMENT made effective as of this ______ day
of ____________, 199__, between Casino Data Systems, a Nevada corporation (the
"Company"), and Diana L. Bennett ("Employee").

                                   RECITALS:

       A.     The Company and Employee are parties to that certain employment
agreement dated as of January 27, 1997 (the "Employment Agreement").

       B.     Pursuant to Section 7 of the Employment Agreement, the Company
has become obligated to provide Employee the opportunity to purchase shares of
the Company's Common Stock, pursuant to the terms and conditions of this
Agreement and the Company's 1993 Stock Option and Compensation Plan, as amended
(the "Plan"), the terms and conditions of which are incorporated herein by
reference.

       NOW, THEREFORE, the parties hereto agree as follows:

       1.     Grant of Option. The Company hereby grants to Employee the right
and option, hereinafter called the Option, to purchase all or any part of an
aggregate of 20,000 shares of the common stock, no par value, of the Company
(the "Shares") (such number being subject to adjustment as provided in Section
11.6 of the Plan, which adjustments shall be made to all Shares underlying this
Option, whether or not vested).  The Option will be granted pursuant to the
Plan and is subject to the terms and conditions thereof.  The terms of this
Agreement shall control in the event of any conflict or inconsistency between
the Plan and this Agreement.

       2.     Purchase Price.  The purchase price of the Shares covered by the
Option shall be the closing bid price on the date the Option is granted
(subject to adjustment as provided in Section 11.6 of the Plan, which
adjustments shall be made to the Purchase Price of all Shares underlying this
Option, whether or not vested).

       3.     Exercise and Vesting of Option.  The Option shall be exercisable
only to the extent that all, or any portion thereof, has vested in Employee.
Subject to Section 5 hereof, the Option shall vest in the Employee in three
parts of 6,667, 6,666, and 6,666 Shares each, beginning on the date of the
first anniversary of the date hereof (the "Effective Date") and continuing on
each subsequent anniversary date (hereinafter referred to singularly as a
"Vesting Date" and collectively as "Vesting Dates") until the Option is fully
vested, as set forth in the following schedule:





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<TABLE>
<CAPTION>
             Total Shares Subject
              to Vested Option                          Vesting Date
             --------------------                       ------------

        <S>                                   <C>
         6,667   . . . . . . . . . . . . .    First Anniversary of Effective Date
        13,333   . . . . . . . . . . . . .    Second Anniversary of Effective Date
        20,000   . . . . . . . . . . . . .    Third Anniversary of Effective Date
</TABLE>

         In the event that the Employee ceases to be employed by the Company,
for any reason or no reason, with or without Good Cause, including by reason of
death or disability, prior to any Vesting Date, that part of the Option
scheduled to vest on such Vesting Date, and all parts of the Option scheduled
to vest in the future, shall not vest and all of Employee's rights to and under
such non-vested parts of the Option shall terminate. Vested options shall not
be subject to forfeiture by the Employee under any circumstances, including,
without limitation, in the event that the Employee ceases to be employed by the
Company for any reason or no reason, including termination by the Employee.

         4.      Term of Option.  To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for five (5) years
from the date of grant; provided, however, that in the event that Employee
ceases to be employed by the Company, for any reason or no reason, with or
without Good Cause, including by reason of death or disability, Employee or
Employee's legal representative shall have six (6) months from the date of such
termination of Employee's employment to exercise any part of the Option vested
pursuant to Section 3 of this Agreement.  Upon the expiration of such six (6)
month period, or, if earlier, upon the expiration date of the Option as set
forth above, the Option shall terminate and become null and void.

         5.      Accelerated Vesting Upon a Change in Control.
Notwithstanding anything herein to the contrary, in the event that at any time
after the Effective Date the vesting of any restricted shares, options, SARs,
performance shares or other incentives granted under the Plan is accelerated
pursuant to Section 11.12 of the Plan, "Immediate Acceleration of Incentives,"
the Option shall immediately vest in full.

         6.      Method of Exercising Option.  Subject to the terms and
conditions of this Agreement, the Option may be exercised as provided in the
Plan.

         IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement as of the date first above written.

                                    CASINO DATA SYSTEMS,
                                        a Nevada corporation


____________________________        By: _________________________________
Diana L. Bennett                        Its:_____________________________





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