Exhibit 10.82

                                    AMENDED AND RESTATED
                               EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE  EMPLOYMENT  AGREEMENT  dated and effective as of November 4, 1999, by
and  between  ALLIANCE  GAMING  CORPORATION,  a Nevada  corporation,  6601 South
Bermuda Road, Las Vegas,  Nevada 89119 (the "Company"),  and ROBERT L. MIODUNSKI
(the "Executive").

The parties agree as follows:

1.   Employment.  The Company employs the Executive,  and the Executive  accepts
     employment by the Company,  on the terms and  conditions  set forth in this
     Agreement.

1.   Term.  The term of the  Executive's  employment  under this  Agreement (the
     "Term") shall commence on January 1, 1998, and, unless  terminated  earlier
     pursuant to this Agreement, shall expire on December 31, 2001.

1.   Position and Duties.  The Executive shall serve as Chief Operating  Officer
     of the Company,  President of Bally  Gaming,  Inc. and  President of United
     Coin Machine Co.,  and shall report to the Chief  Executive  Officer of the
     Company and, in the absence of a Chief Executive  Officer,  to the Board of
     Directors.  The  Executive  shall perform the duties  contemplated  by such
     title and such other duties,  consistent with his experience and abilities,
     as may be assigned to the  Executive  by the Board of  Directors  and Chief
     Executive Officer of the Company.  The Executive shall devote his full time
     and  efforts  to the  business  and  affairs of the  Company,  use his best
     efforts to further the  interests of the Company,  and at all times conduct
     himself in a manner that reflects credit on the Company. It is contemplated
     that the Executive  shall render services to the Company from the Company's
     principal  place of business;  however,  the parties  acknowledge and agree
     that the Executive may be required to travel  extensively in fulfilling his
     duties hereunder.

1.    Compensation.

     a. Salary.  The Company shall pay the Executive a base salary of $325,000 a
year in installments on the regularly  recurring  paydays in accordance with the
Company's  practice.  Increases  in the base salary shall be  considered  by the
Company at least  annually,  beginning  with the completion of the first year of
employment and will be based on criteria  applicable to other senior  executives
of the Company, provided,  however, that the award of any such increase shall be
at the sole discretion of the Company.

     a.  Bonuses.  The  Executive  shall be paid,  at the time of  signing  this
Agreement,  a cash bonus in the sum of  $100,000,  and shall also be eligible to
receive a cash bonus from the  Company  each year.  It is  contemplated  but not
certain that such annual bonus shall be between 50% and 100% of Executive's base
salary,  based upon performance of the Company;  it being  understood,  however,
that the Company  shall not be obligated to pay any bonus,  and the payment,  if
any,  and  amount  and  timing  of any such  bonus  shall be solely  within  the
discretion  of the Company and may be based on any  criteria  the Company  deems
relevant.

     a. Options. The Executive shall receive options,  pursuant to the Company's
1996 Long-Term  Incentive  Plan, to acquire 52,000 shares of the Common Stock of
the Company (the "New Options"). Of this total number, 17,334 options shall have
vested and become  exercisable as of the date of this  Amendment.  The remaining
options shall vest and become exercisable as follows:
                  October 31, 2000                          17,333 shares
                  October 31, 2001                          17,333 shares

     All of the  New  Options  granted  to  Executive  hereunder  shall  have an
exercise  price  equal to the  closing  price on the date of  execution  of this
Amendment,  shall  expire on October 31,  2009,  and be subject to all terms and
restrictions  on exercise set forth in the  Company's  1996 Long Term  Incentive
Stock Option Plan.

     a. Reimbursement of expenses.  In accordance with established  policies and
procedures of the Company as in effect from time to time,  the Company shall pay
to or  reimburse  the  Executive  for all  reasonable  and actual  out-of-pocket
expenses  including  but not limited to travel,  hotel,  and  similar  expenses,
incurred by the Executive from time to time in performing his obligations  under
this Agreement.

     a. Vacation.  The Executive shall be entitled to annual paid vacation time,
prorated for any partial  employment year,  consistent with the Company's policy
applicable to its senior executives. The Executive also may accumulate and carry
forward unused  vacation days from year to year  consistent with Company policy.
The Executive  shall also be entitled to  reasonable  periods of sick leave with
compensation  and all paid holidays given by the Company to its senior executive
officers.

     a. Other  benefits.  The  Executive  shall be entitled to other  employment
benefits,   including   but  not   limited  to  life   insurance,   medical  and
hospitalization,  disability,  and  retirement  benefits,  consistent  with  the
benefits provided to other senior executives of the Company.

     a. No Reduction.  There shall be no material reduction or diminution of the
benefits  provided in this section during the term of this Agreement  unless (i)
the Executive consents,  (ii) an equitable arrangement (embodied in a substitute
or alternative benefit or plan) is made with respect to such benefit or plan, or
(iii) the reduction is part of a program of across-the-board  benefit reductions
similarly affecting the senior executive officers of the Company.

     a. No  later  than  ninety  (90)  days  prior  to the end of the  scheduled
termination  date set forth in Paragraph 2, the Company  shall notify  Executive
whether it intends to renew this  Agreement for an  additional  term and also of
its intentions with respect to the  enforcement of the restrictive  covenants of
Paragraph 6(a).

1.    Termination.

     a. Disability. If the Executive, because of illness or incapacity, fails to
discharge his duties under this Agreement for six or more consecutive  months or
for  noncontinuous  periods  aggregating to twenty-two weeks in any twelve-month
period,  the  Company may  terminate  this  Agreement  on thirty  days'  notice,
whereupon the  obligations of the Company and the rights of the Executive  under
this Agreement shall terminate, except that:

     i.   The  Company  shall pay the  Executive's  salary on a  pro-rata  basis
          through the date of termination, offset by any benefits payable to the
          Executive  under  any  disability  insurance  policy  paid  for by the
          Company; and

     i.   One-half of any unvested Options shall vest and become  exercisable by
          the Executive's estate for two years after the date of the Executive's
          death; and

     i.   The Executive shall have the right, at the Executive's expense, to the
          assignment  of any and all  insurance  policies  or health  protection
          plans in accordance with the terms and conditions of those plans.

     a. Death.  In the event of the  Executive's  death,  this  Agreement  shall
terminate  as of the date of his  death,  in which case the  obligations  of the
Company and the rights of the Executive  under this  Agreement  shall  terminate
except that:

     i.   The  Company  shall  continue  to pay the  Executive's  salary for six
          months after the date of death,  offset by any benefits payable to the
          Executive or the  Executive's  estate under any life insurance  policy
          paid for by the Company; and

     i.   The Company shall  reimburse the  Executive's  estate for all expenses
          incurred and reimbursable under section ; and

     i.   One-half of any unvested Options shall vest and become  exercisable by
          the Executive's estate for two years after the date of the Executive's
          death.

     a. Termination by Company for Cause.

     i.   The  Company  may  terminate  this  Agreement  for  cause  at any time
          immediately  on notice to the  Executive,  in which case the Company's
          obligations  and the  Executive's  rights under this  Agreement  shall
          terminate.  For purposes of this provision, the term "cause" includes,
          but is not limited to:
     (1)  The  Executive's  insubordination,   fraud,  disloyalty,   dishonesty,
          willful  misconduct,  or gross  negligence in the  performance  of the
          Executive's duties under this Agreement,  including willful failure to
          perform such duties as may properly be assigned to the Executive under
          this Agreement.

     (1) The Executive's material breach of any provision of this Agreement.

     (1)  The  Executive's  failure to qualify  (or  having so  qualified  being
          thereafter   disqualified)   under  any   suitability   or   licensing
          requirement of any  jurisdiction or regulatory  authority to which the
          Executive  may be subject by reason of his  position  with the Company
          and its affiliates or subsidiaries.

     (1)  The Executive's commission of a crime against the Company or violation
          of any law,  order,  rule, or  regulation  pertaining to the Company's
          business.

     (1)  The Executive's  inability  (other than because of death or disability
          under sections and ) to perform the job functions and responsibilities
          assigned in accordance with standards  established,  whether or not in
          writing, from time to time by the Company, in its sole discretion.

     (1)  The Company  obtains from any source  information  with respect to the
          Executive or this Agreement that would, in the opinion of the Company,
          jeopardize the gaming licenses,  permits,  or status of the Company or
          any of its  subsidiaries  or  affiliates  with any gaming  commission,
          board, or similar regulatory or law enforcement authority.

     i.   Any termination by the Company for cause shall not be in limitation of
          any other right or remedy the Company may have under this Agreement or
          otherwise.

     a.  Termination by Company  without  cause.  The Company may terminate this
Agreement at any time without  cause (as defined in paragraph ),  whereupon  the
Company's  obligations  and the  Executive's  rights under this Agreement  shall
terminate, except that:

     i.   The Company shall continue to pay the  Executive's  salary and furnish
          the benefits  described in paragraph  for twelve months after the date
          of termination,  offset by any compensation  and benefits  received by
          the Executive from other employment during that period; and

     i.   One-half of any unvested  Options  granted to Executive  prior to this
          Agreement  shall vest and become  exercisable by the Executive for two
          years  after the date of  termination  and,  with  respect  to the New
          Options,  all New Options which would vest during the twelve  calendar
          months  following  the  date of  termination  shall  vest  and  become
          exercisable,  subject to all terms and  restrictions  on exercise  set
          forth in the Company's 1996 Long-Term Incentive Plan.

     a.  Termination  by Executive  with cause.  If the  Executive  resigns with
cause, the Company's obligations and the Executive's rights under this Agreement
shall terminate, except that:

     i.   The Company shall continue to pay the  Executive's  salary and furnish
          the benefits  described in paragraph  4(f) for twelve months after the
          date of termination,  offset by any compensation and benefits received
          by the Executive from other employment during that period; and

     i.   One-half of any unvested Options shall vest and become  exercisable by
          the Executive for two years after the date of termination.

            As used in this  provision,  "cause"  is  limited  to the  Company's
            failure to cure  either of the  following  within  thirty days after
            demand  by the  Executive:  (i)  the  Company's  failure  to pay any
            portion of the base salary  within  thirty days after it is due, and
            (ii)  the   assignment  to  the   Executive  of  duties   materially
            inconsistent  with  the  duties  and  position  set  forth  in  this
            Agreement.

     a. Termination by Executive without cause. If the Executive resigns without
cause (as defined in paragraph ), this Agreement  shall terminate as of the date
of his  resignation,  and the Company's  obligations and the Executive's  rights
under this Agreement shall terminate.

     a. Survival of  restrictive  covenants.  Notwithstanding  the expiration or
termination  of this  Agreement  for any reason,  the  Executive's  covenants in
section and his obligations  under that section shall survive the termination of
this Agreement as set forth in that section.

1.    Restrictive covenants.

     a. Covenant not to compete.

     i.   During  the term of this  Agreement  and for twelve  months  after its
          termination  for any reason  (other than its  expiration at the end of
          its term  pursuant  to  paragraph  , except as  otherwise  provided in
          paragraph ), the Executive will not,  directly or indirectly,  whether
          as employee,  owner, partner,  agent, employee,  officer,  consultant,
          advisor,  stockholder (except as the beneficial owner of not more than
          5  percent  of the  outstanding  shares of a  corporation,  any of the
          capital  stock  of  which  is  listed  on  any  national  or  regional
          securities exchange or quoted in the daily listing of over-the-counter
          market  securities  and, in each case, in which the Executive does not
          undertake any  management or  operational  or advisory role) or in any
          other capacity,  for the Executive's own account or for the benefit of
          any person or entity,  establish,  engage,  or be  connected  with any
          person or entity  that is at the time  engaged in a  business  then in
          competition  with the business of the Company (which,  for purposes of
          this  paragraph,  shall include any of the Company's  subsidiaries  or
          affiliates)  in any area where the  Company is doing  business  at the
          time of  termination.  The Company and the Executive  acknowledge  and
          agree that the Company's market is unlimited  geographically  and that
          the  scope  and  duration  of  the  covenant  in  this  paragraph  are
          reasonable  and fair;  however,  if a court of competent  jurisdiction
          determines  that this  covenant is overbroad or  unenforceable  in any
          respect, the Company and the Executive  acknowledge and agree that the
          covenant shall be enforced to the greatest extent any such court deems
          appropriate, and such court may modify this covenant to that extent.

     i.   At the  expiration  of this  Agreement  at the end of its  term  under
          paragraph , the  Company  may,  in its sole and  absolute  discretion,
          continue to pay the  Executive  the base salary set forth in paragraph
          and the other benefits set forth in paragraph , in which case, and for
          so long as the  Company  continues  to do so, the  Executive  shall be
          bound by the covenant set forth in paragraph .

     a. Covenant not to solicit customers, employees, or consultants.  Executive
shall not,  directly or  indirectly,  during the term of this  Agreement and for
twelve months after its  expiration or termination  for any reason,  (i) solicit
the trade or patronage of any of the customers or  prospective  customers of the
Company  (which,  for  purposes  of this  paragraph,  shall  include  any of the
Company's  subsidiaries or affiliates) or of anyone who has heretofore traded or
dealt  with  the  Company,  regardless  of the  location  of such  customers  or
prospective customers of the Company with respect to any technologies, services,
products,  trade  secrets,  or other matters in which the Company is active,  or
(ii) aid or endeavor to solicit or induce any other  employee or  consultant  of
the Company to leave the Company to accept employment of any kind with any other
person or entity.

     a. Confidential Information and Non-Disparagement.

     i.   In accordance  with NRS 600A.010 et seq. (the so-called  Uniform Trade
          Secrets Act), the Executive shall hold in a fiduciary capacity for the
          benefit of the Company and its stockholders all secret,  confidential,
          and  proprietary  information,  knowledge,  and data  relating  to the
          Company (and any of its  subsidiaries or affiliates),  obtained by the
          Executive  during or by reason of the  Executive's  employment  by the
          Company. During the term of this Agreement and after its expiration or
          termination for any reason, the Executive shall not, without the prior
          written  consent of the  Company or except as may be  required by law,
          communicate or divulge any such information, knowledge, or data to any
          person  or  entity  other  than  the  Company  (or as  applicable  its
          subsidiaries  or affiliates)  and those  designated by them that would
          result  in any  misappropriation  under  and as  defined  in such Act,
          except that,  while  employed by the Company,  in  furtherance  of the
          business and for the benefit of the Company, the Executive may provide
          confidential  information as  appropriate  to attorneys,  accountants,
          financial  institutions,  and other  persons  or  entities  engaged in
          business with the Company from time to time.

     i.   Each of the Executive and the Company  agrees that during the Term and
          for a period of three years following any applicable termination date,
          neither shall, publicly or privately, disparage or make any statements
          (written or oral) that could impugn the integrity, acumen (business or
          otherwise),  ethics or business  practices,  of the other,  except, in
          each case,  to the extent (but solely to the extent) (i)  necessary in
          any  judicial or arbitral  action to enforce  the  provisions  of this
          Agreement  or (ii) in  connection  with any  judicial,  regulatory  or
          administrative  proceeding to the extent required by applicable  laws.
          For  purposes  of this  Section  6(c)(ii),  references  to the Company
          include  its   officers,   directors,   employees,   consultants   and
          shareholders  (which are reasonably known as such to the Executive) on
          the date hereof and hereafter.

     a.  Standstill.  During the term of this  Agreement  and for twelve  months
after its expiration or  termination  for any reason,  the Executive  shall not,
singly or with any other person, directly or indirectly:

     i.   Propose,  enter into,  agree to enter  into,  or  encourage  any other
          person to propose,  enter into, or agree to enter into (i) any form of
          business  combination,  acquisition,  or other transaction relating to
          the Company or any of its subsidiaries or affiliates, or (ii) any form
          of  restructuring,   recapitalization,  or  similar  transaction  with
          respect to the Company or any of its subsidiaries or affiliates; or

     i.   Acquire,  or offer,  propose,  or agree to acquire,  by tender  offer,
          purchase, or otherwise, any voting securities of the Company or of its
          subsidiaries or affiliates,  except through the exercise of options or
          warrants beneficially owned as of the date of this Agreement; or

     i.   Make or in any way  participate  in any  solicitation  of  proxies  or
          written  consents with respect to voting  securities of the Company or
          any of its affiliates or  subsidiaries  (it being  understood that the
          mere  execution of a proxy or written  consent for his own  securities
          beneficially owned shall not be treated as constituting  participation
          in such a solicitation); or

     i.   Become a  participant  in any  election  contest  with  respect to the
          Company  or a nominee  to or member of its board of  directors  or the
          board of directors of any  affiliate or  subsidiary  of the Company or
          any of its affiliates or subsidiaries; or

     i.   Seek to influence any person with respect to the voting or disposition
          of any voting  securities  of the Company or any of its  affiliates or
          subsidiaries; or

     i.   Demand a copy of the list of  stockholders  or other books and records
          of the Company or any of its subsidiaries or affiliates; or

     i.   Participate  in  or  encourage  the  formation  of  any   partnership,
          syndicate,  or other  group  that owns or seeks or  offers to  acquire
          beneficial ownership of any voting securities of the Company or any of
          its affiliates or  subsidiaries or that seeks to affect control of the
          Company or any of its affiliates or subsidiaries or for the purpose of
          circumventing any provision of this Agreement; or

     i.   Propose or support any director or slate of directors for  nomination,
          appointment,  or election to the board of  directors of the Company or
          any of its affiliates or  subsidiaries  (it being  understood that the
          mere execution of a proxy or written  shareholder  consent for his own
          securities  beneficially  owned  shall not be treated as  constituting
          such support); or

     i.   Otherwise  act to seek or to offer to  control  or  influence,  in any
          manner, the management, the board of directors, or the policies of the
          Company or any of its affiliates or subsidiaries; or

     i.   Seek to amend or change this provision.

     a. The  Executive  acknowledges  that the Company  will suffer  irreparable
injury,  not  readily  susceptible  of  valuation  in monetary  damages,  if the
Executive breaches any of his obligations under this section.  Accordingly,  the
Executive agrees that the Company will be entitled,  at the Company's option, to
injunctive  relief without the necessity of posting a bond against any breach or
prospective  breach by the Executive of the Executive's  obligations  under this
section in any federal or state court of competent  jurisdiction  sitting in the
State of  Nevada,  in  addition  to  monetary  damages  and any  other  remedies
available at law or in equity.  The Executive hereby submits to the jurisdiction
of such courts for the purposes of any actions or proceedings  instituted by the
Company to obtain such injunctive  relief, and agrees that process may be served
on the  Executive  by  registered  mail,  addressed  to the last  address of the
Executive known to the Company, or in any other manner authorized by law.

     a. Material Inducements.  The restrictive covenants and other provisions in
this  section  are  material  inducements  to  the  Company  entering  into  and
performing  this  Agreement.  Accordingly,  in the  event of any  breach  of the
provisions of this section by the  Executive,  in addition to all other remedies
at law or in equity  possessed  by the Company,  (i) the Company  shall have the
right to terminate and not pay any amounts  payable to the Executive  under this
Agreement,  (ii) all Options that are unexercised shall be immediately forfeited
and returned to the Company,  and (iii) the Executive shall immediately  account
to the  Company and return to the Company an amount in cash equal to all profits
or benefits  obtained or realized by the Executive by virtue of the ownership or
disposition of the Options.

     a. For a period of two (2) years after the closing date of any  transaction
in which the Company shall have sold, whether by merger,  stock purchase,  asset
purchase or other  acquisition,  all or substantially all of the stock or assets
of  United  Coin  Machine  Co.,  or the  remaining  term of the  non-competition
provisions of Paragraph  6(a),  whichever is shorter,  the Executive  shall not,
directly or indirectly,  whether as employee,  owner,  partner,  agent, officer,
consultant,  advisor,  stockholder  (except as the beneficial  owner of not more
than 5 percent of the  outstanding  shares of a corporation,  any of the capital
stock of which is listed on any  national  or  regional  securities  exchange or
quoted in the daily listing of  over-the-counter  market securities and, in each
case, in which the Executive does not undertake any management or operational or
advisory role) or in any other capacity,  for the Executive's own account or for
the benefit of any person or entity,  be connected with United Coin Machine Co.,
any successor  company or any person or entity that acquires United Coin Machine
Co.,  nor any other  person or entity  that is  engaged  in a  business  then in
competition  with United Coin  Machine Co. in any area where United Coin Machine
Co. is doing business during the time set forth above.

1.    Indemnification and Liability Insurance. If the Executive is or during the
      term of this Agreement  becomes a director of or holds a corporate  office
      with the Company:

     a.  Indemnification.  The Company  shall  indemnify  and hold the Executive
harmless,  to the fullest  extent  legally  permitted  by Section  78.751 of the
Nevada Corporation Code (as amended and in effect from time to time) against any
and  all  expenses,  liabilities,  and  losses  (including  without  limitation,
reasonable attorneys' fees and disbursements of counsel reasonably  satisfactory
to the Company), incurred or suffered by him in connection with his service as a
director or officer of the Company under this Agreement, in each case, except to
the  extent  of  the  Executive's  intentional  misconduct,  fraud,  or  knowing
violation of law.

     a. Insurance. The Company shall maintain, for the benefit of the Executive,
a directors' and officers'  liability  insurance policy insuring the Executive's
service as a director  or officer or both of the Company  (or any  affiliate  or
subsidiary of the Company)  during the term of this Agreement in accordance with
its customary  practices as in effect from time to time. The parties acknowledge
and agree that the policy may cover other  officers and directors of the Company
in addition to the Executive.

1.        Licenses and approvals.  This Agreement is contingent on any necessary
          approvals  and  licenses  from  any  regulatory   authorities   having
          jurisdiction over the parties or the subject matter of this Agreement.
          Each  party  shall  promptly  apply  to  the  appropriate   regulatory
          authorities for any licenses and approvals necessary for that party to
          perform under this Agreement, shall diligently pursue its applications
          and pay all associated  costs and fees, and shall otherwise  cooperate
          with any requests,  inquiries,  or  investigations  of any  regulatory
          authorities  or  law  enforcement  agencies  in  connection  with  the
          Company, its affiliates, or this Agreement. If any license or approval
          necessary for either party to perform under this  Agreement is denied,
          suspended,  or  revoked,  this  Agreement  shall  be  void,  provided,
          however,  that  if  the  denial,  suspension,  or  revocation  affects
          performance  of the Agreement in part only,  the parties may be mutual
          agreement continue to perform under this Agreement to the extent it is
          unaffected by the denial, suspension, or revocation.

1.        Compliance  program.  The parties  acknowledge  that  Alliance  Gaming
          Corporation, as a company that operates and as the parent of companies
          that operate under privileged licenses in a highly regulated industry,
          maintains  a  compliance  program to protect  and  preserve  the name,
          reputation,  integrity, and good will of Alliance and its subsidiaries
          and  affiliates  through a thorough  review and  determination  of the
          integrity and fitness, both initially and thereafter, of any person or
          company  that  performs  work for those  companies or with which those
          companies are otherwise associated, and to monitor compliance with the
          requirements  established by gaming regulatory  authorities in various
          jurisdictions  around the world. This Agreement and the association of
          the Company and its  affiliates  with the Executive are  contingent on
          the continued approval of Alliance and its compliance  committee under
          the Alliance  compliance  program.  The parties shall  cooperate  with
          Alliance  and its  compliance  committee  as  reasonably  requested by
          Alliance or the committee  and shall  provide the committee  with such
          information   as  it  may  request.   If   Alliance,   acting  on  the
          recommendation  of the  committee,  withdraws  its  approval  of  this
          Agreement  or one or more of the other  parties,  then this  Agreement
          shall be void and neither party shall have any rights thereunder.

1.    General Provisions.

     a. Arbitration. Any controversy or claim arising out of or relating to this
Agreement or its breach (except,  at the option of the Company, a controversy or
claim arising out of or relating to section , which the Company may choose to be
adjudicated in a federal or state court sitting in Las Vegas, Nevada),  shall be
settled by arbitration in Las Vegas,  Nevada,  in accordance with the Commercial
Arbitration Rules of the American Arbitration  Association,  and judgment on the
award  rendered by the  arbitrator  or  arbitrators  may be entered in any court
having  jurisdiction  thereof.  If any  arbitration  or other legal or equitable
action or proceeding is instituted to enforce any provisions of this  Agreement,
the  prevailing  party shall be entitled to recover as costs such amounts as the
court or arbitrator may judge to be reasonable,  including  costs and attorneys'
fees.

     a. Further assurances.  Each party shall execute all documents and take all
other actions necessary to effect the provisions and purposes of this Agreement.

     a. Entire agreement.  This Agreement  contains the entire agreement between
the parties and  supersedes  all other oral and  written  agreements  previously
entered into by the parties concerning the same subject matter.

     a. Modification, rescission, and assignment. This Agreement may be modified
or  rescinded  only with the  written  consent  of both  parties.  Neither  this
Agreement nor any right or interest under this Agreement  shall be assignable by
either party without the written consent of the other, provided, that (i) if the
Executive dies during the term of this Agreement, the Executive's estate and his
heirs,  executors,  administrators,  legatees,  and distributees  shall have the
rights and obligations as provided in this Agreement, and (ii) nothing contained
in this  Agreement  shall limit or restrict  the  Company's  ability to merge or
consolidate   or  effect  any  similar   transaction   with  any  other  entity,
irrespective of whether the Company is the surviving  entity  (including a split
up, spin off, or similar type  transaction),  provided  that one or more of such
surviving entities continues to be bound by the provisions of this Agreement now
binding on the Company.

     a.  Controlling law;  severability.  Nevada law shall govern this Agreement
and its  interpretation.  If any provision is unenforceable  for any reason,  it
shall be deemed  stricken from the Agreement but shall not otherwise  affect the
intention of the parties or the remaining provisions of the Agreement.

     a. Binding  effect.  This Agreement  shall bind and inure to the benefit of
each of the  parties and their  respective  heirs,  successors,  administrators,
executors, and assigns.

     a. No third  party  benefits.  This  Agreement  is for the  benefit  of the
parties and their permitted  successors and assigns.  The parties intend neither
to confer any benefit  hereunder on any person,  firm, or corporation other than
the parties  hereto,  nor that any such third party shall have any rights  under
this Agreement.

     a.  Indulgence.  Neither  the  failure  nor any delay on the part of either
party to exercise any right,  remedy,  power,  or privilege under this Agreement
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right, remedy, power, or privilege preclude any other or further exercise of
the same or of any other  right,  remedy,  power,  or  privilege,  nor shall any
waiver of any right, remedy,  power, or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power, or privilege with respect
to any other occurrence.

     a. Notices.  All notices  required by this Agreement must be in writing and
must be delivered,  mailed,  or telecopied to the addresses  given above or such
other addresses as the parties may designate in writing.

     a.   Counterparts;   facsimiles.   This   Agreement   may  be  executed  in
counterparts, each of which shall be deemed an original, and all of which, taken
together,  shall constitute one and the same  instrument.  This Agreement may be
executed and delivered by exchange of facsimile copies showing the signatures of
the  parties,  and those  signatures  need not be affixed to the same copy.  The
facsimile copies so signed will constitute  originally signed copies of the same
consent requiring no further execution.

     a.  Captions;  construction;  drafting  ambiguities.  The  captions in this
Agreement are for convenience  only and shall not be used in interpreting it. In
interpreting  this  Agreement  any  change in gender or number  shall be made as
appropriate  to fit the  context.  Each  party has  reviewed  and  revised  this
Agreement with independent counsel or has had the opportunity to do so. The rule
of construction  that any  ambiguities  are to be resolved  against the drafting
party shall not be employed in the  interpretation  of this  Agreement or of any
amendments or exhibits to this Agreement.

1.    Condition  precedent.  This  Agreement  is  subject  to  approval  by  the
      Company's  board of  directors  and shall be of no force and effect  until
      that  approval is given and is  evidenced by a written  resolution  of the
      board.

IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed as of
the date first set forth above.

"COMPANY"                                    "EXECUTIVE"
Alliance Gaming Corporation


                                             __________________________________
By:                                          Robert L. Miodunski