<PAGE>

                                                                    EXHIBIT 10.5

                              CONSULTING AGREEMENT


         This Agreement, effective as of June 1, 2000, is entered into between
Michael D. Rumbolz an (hereinafter referred to as "CONSULTANT"), and Casino Data
Systems, a Nevada corporation (hereinafter referred to as "CDS").

                                    RECITALS

         CONSULTANT and CDS wish to enter into an agreement under which
CONSULTANT shall perform consulting services for the benefit of CDS as directed
by officers and directors of CDS.

                                     TERMS

         NOW THEREFORE, in consideration of the mutual covenants, conditions,
and obligations stated herein, the parties agree as follows:

SERVICES

1.       CONSULTANT hereby agrees to perform consulting service for the benefit
         of CDS, and CDS hereby agrees to engage CONSULTANT to perform such
         consulting services as the Board of Directors and Officers of CDS and
         CONSULTANT may mutually agree from time to time.

2.       CDS acknowledges that CONSULTANT may from time to time accept
         independent contracts for work provided that: i) such work does not
         interfere with his responsibilities to CDS, or ii) such work is not for
         the benefit of an entity or person directly or indirectly competing
         with CDS. CONSULTANT shall not be employed by any other entity or
         person during the term of this Agreement without CDS' prior written
         consent.

COMPENSATION AND BENEFITS

3.       CDS shall pay CONSULTANT a minimum fee of $100,000 (One hundred
         Thousand Dollars) per year, payable in equal monthly installments,
         during the term of this Agreement. CONSULTANT's fee may be increased
         from time to time at the discretion of the Board of Directors.

4.       CDS may pay an additional fee to CONSULTANT, subject to the discretion
         of the Board of Directors of CDS.

5.       CONSULTANT shall not be eligible to participate in benefits offered by
         CDS to its employees.


                                       1
<PAGE>

6.       Pursuant to the terms and conditions of an option agreement of even
         date herewith, CDS agrees to award CONSULTANT options to purchase up to
         500,000 shares of CDS' common stock. These options shall vest as to
         100,000 shares on the first anniversary of the date hereof and
         hereafter ratably in quarterly increments over an additional four (4)
         year period.

7.       CDS will reimburse CONSULTANT all reasonable business expenses incurred
         in performing CONSULTANT's duties and promoting the business of CDS.

TERM AND TERMINATION

8.       The term of this Agreement shall be one (1) year from the date of this
         agreement. This Agreement shall automatically renew for successive one
         (1) year terms thereafter, subject to the termination provisions of the
         next paragraph.

9.       Either CONSULTANT or CDS may terminate this agreement at any time upon
         thirty (30) days written notice to the other party.

INTELLECTUAL PROPERTY OWNERSHIP AND NON-DISCLOSURE OF INFORMATION

10.      CDS shall be the sole owner of all Intellectual Property (as defined
         below) created, developed, or invented by CONSULTANT during the term of
         this Agreement and related to CDS' current or prospective business. The
         term "Intellectual Property" shall include, without limitation, trade
         secrets, inventions, patents, patent applications, trademarks, works of
         authorship, and all improvements therein. CONSULTANT shall not, during
         or after the term of this Agreement, disclose any of the Intellectual
         Property to any person, firm, corporation, association or other entity
         for any reason or purpose, except pursuant to the written instructions
         of CDS or by order of a court of competent jurisdiction. In the event
         of CONSULTANT's breach or threatened breach of this paragraph, CDS
         shall be entitled to a preliminary restraining order and an injunction
         restraining and enjoining CONSULTANT from disclosing any or any part of
         the Intellectual Property and from rendering services to any person,
         firm, corporation, association, or other entity to whom all or any part
         of such information or technology has been, or is threatened to be,
         disclosed.

ASSIGNMENT AND SURVIVAL

11.      This Agreement and all of the provisions hereof will be binding upon
         and inure to the benefit of the parties hereto and their respective
         successors and permitted assigns, except that neither this Agreement
         nor any of the rights, interests or obligations hereunder may be
         assigned by CONSULTANT to any other party or person without the prior
         written consent of the Company, which consent may be withheld for any
         or no reason.


                                       2
<PAGE>

RESTRICTIVE COVENANT

12.      CONSULTANT agrees that during the term of this Agreement and for a
         period of one (1) year thereafter, CONSULTANT will not, without the
         prior written consent of the Company, directly or indirectly, engage in
         any of the following actions:

             Render services, advice or assistance to any corporation, person,
             organization or other entity which offers products or services
             which compete with products or services offered by the Company or
             which may be offered by the Company within the foreseeable future,
             including, without limitation, as an employee, independent
             contractor, officer, director, manager, beneficial owner, partner,
             member or shareholder (other than being a shareholder in a
             corporation required to file periodic reports with the Securities
             and Exchange Commission under Section 13 or 15 (d) of the
             Securities Exchange Act of 1934, as amended, where the
             shareholder's total holdings are less than one percent (1%)).

             Induce, solicit, endeavor to entice or attempt to induce any
             customer, supplier, licensee, licensor or other business relation
             of the Company to cease doing business with the Company, or in any
             way interfere with the relationship between any such customer,
             vendor, licensee, licensor or other business relation and the
             Company.

In addition, CONSULTANT agrees that during the term of this Agreement and for a
period of six months thereafter, CONSULTANT will not induce, solicit, endeavor
to entice or attempt to induce any employee of the Company to leave the employ
of the Company, or to work for, render services or provide advice to or supply
confidential business information or trade secrets of the Company to any third
person or entity, or in any way interfere adversely with the relationship
between any such employee and the Company.

GENERAL PROVISIONS

13.      This Agreement contains the complete agreement between parties and
         supersedes any prior understandings, agreements or representations by
         or between the parties, written or oral, which may have related to the
         subject matter hereof in any way. This Agreement may not be amended or
         waived except in a writing executed by the party against which such
         amendment or waiver is sought to be enforced. No course of dealing
         between or among any persons having any interest in this Agreement
         will be deemed effective to modify or amend any part of this Agreement
         or any rights or obligations of any person under or by reason of this
         Agreement.

14.      The headings of the paragraphs of this Agreement are inserted for
         convenience only and shall not constitute a part hereof or affect in
         any way the meaning or interpretation of this Agreement.

15.      The Parties agree that this Agreement is for the benefit of the parties
         hereto and is not intended to confer any rights or benefits on any
         third party, and that there are no third


                                       3
<PAGE>


         party beneficiaries as to this Agreement or any part or specific
         provision of this Agreement.

16.      This Agreement shall be interpreted in accordance with the laws of the
         State of Nevada without regard to conflict of law provisions contained
         therein. Any action or other legal proceeding relating to the subject
         matter of this Agreement shall be brought in the State of Nevada; both
         parties hereby consent to such venue.

17.      Any and all notices or other communications required or permitted by
         any provision of this Agreement shall be in writing and shall be
         hand-delivered, mailed by certified mail, return receipt requested, or
         delivered by overnight courier and shall be deemed to be given, dated
         and received when so delivered or, if mailed, 48 hours after the time
         of mailing, to the Company at 3300 Birtcher Drive, Las Vegas, Nevada
         89118, and to CONSULTANT at the address reflected in the books and
         records of the Company (or to such other address or addresses as either
         party may subsequently designate by notice given hereunder).

18.      In the event that any of the provisions contained in this Agreement
         shall be held to be invalid, illegal, or unenforceable in any respect,
         such invalidity, illegality, or unenforceability shall not effect any
         other provisions hereunder, and this Agreement shall be construed as if
         such invalid, illegal, or unenforceable provision had never been
         contained herein.

The parties execute this Agreement as follows:


CONSULTANT                                  CASINO DATA SYSTEMS



/s/ Michael Rumbolz                         By: /s/ Steven A. Weiss
--------------------------                     --------------------------------
                                               Its: CEO/Chairman
                                                   ----------------------------



June 1, 2000                                6/1/00
--------------------------                  -----------------------------------
Date                                        Date


                                       4