EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is made and entered  into this 1st day of July 1998 by and
between  Spintek  Gaming  Technologies,  Inc.,  a  California  corporation  (the
"Corporation"),  and Robert E. Huggins,  (the "Executive") with reference to the
following facts:

     WHEREAS, the Corporation hired Executive in the position of Chief Financial
Officer of the Corporation on November 15, 1995; and

     WHEREAS,  there have been significant  changes in the Corporation,  both in
management and in purpose, since Executive's employment; and

     WHERAS, the Corporation is desirous of promoting  Executive to the position
of President and Chief Operating Officer; and

     WHEREAS,  in order to retain the services of the  Executive in the position
of  President  and Chief  Operating  Officer,  and to maximize the period of his
continued  availability,  the Corporation desires to enter into a new Employment
Agreement with Executive as is more fully set forth herein.

     NOW, THEREFORE, on the basis of the foregoing facts and in consideration of
the mutual covenants and agreements  contained herein,  the parties hereto agree
as follows:

1.       Employment
         ----------
         The Corporation hereby agrees to, and does hereby, employ the Executive
and Executive  hereby accepts  employment  with the Corporation on the terms and
conditions set forth in this Agreement (the "Agreement").

2.       Term
         ----
         The  Employment of the Executive  hereunder  shall  commence on July 1,
1998 and shall  continue  for a period of two (2) years until June 30, 2000 (the
"Term").  After the original Term,  this Agreement  shall continue in effect and
shall be deemed  automatically  renewed for a second two year Term unless either
party  hereto  shall notify the other in writing at least thirty (30) days prior
to the end of the  Term  of  their  intention  of not  renewing  the  same.  The
Corporation  agrees not to terminate  the  Executive  during the Term except for
Cause. Executive shall be considered terminated, at the Executive's election, if
(i) there is a Change of  Control  of the  Corporation  or (ii) a  reduction  in
Executive's duties, salary or position with the Corporation.

3.        Duties and Services
          -------------------

          A. The Corporation and the Executive hereby agree that, subject to the
         provisions of this Agreement, the Corporation will employ the Executive
         and the  Executive  will serve the  Corporation  as President and Chief
         Operating Officer during the Term or any extension thereof.



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          B.  Executive  agrees during the term of this Agreement not to usurp a
         corporate   opportunity   for  his  own  financial  gain.  A  corporate
         opportunity  shall be  defined  as a  business  opportunity  which  the
         corporation is financially able to undertake,  is, from its nature,  in
         the  line  of the  Corporation's  business  and is  one  in  which  the
         Corporation  has an  interest  or a  reasonable  expectancy.  Executive
         agrees that he shall offer a corporate  opportunity to the Corporation.
         The  Corporation  shall  have  thirty  (30)  days to  either  take  the
         opportunity  for  itself or to reject  the  opportunity  in which  case
         Executive shall have the right to pursue such  opportunity for himself.
         Failure to notify Executive within such thirty (30) day period shall be
         deemed a rejection of the opportunity by the Corporation.

4.        Definitions
          -----------

         The following terms shall have the following meanings when used herein:

          A.   Change of Control
         A Change of Control shall be deemed to have occurred at such time as:

                  (1) any  person  or group of  affiliated  or  related  persons
                      (other  than  the  Corporation,   any  Subsidiary  of  the
                      Corporation   or  any   employee   benefit   plan  of  the
                      Corporation)  ("Person")  is  or  becomes  the  beneficial
                      owner, directly or indirectly,  through a purchase, merger
                      or  other   acquisition   or   transaction  or  series  of
                      transactions,   of  shares  of  capital   stock,   whether
                      presently   issued  or  issued  in  the  future,   of  the
                      Corporation  entitling such Person to exercise forty (40%)
                      percent or more of the total voting power of all shares of
                      capital  stock  of  the   Corporation   entitled  to  vote
                      generally in the election of directors; or;
                  (2) any  consolidation  of the Corporation  with, or merger of
                      the  Corporation  into,  any other  Person,  any merger of
                      another Person into the  Corporation  (other than a merger
                      (x)  which  does  not  result  in  any   reclassification,
                      conversion, exchange or cancellation of outstanding shares
                      of Common Stock or (y) which is effected  solely to change
                      the  jurisdiction of  incorporation of the Corporation and
                      results in a  reclassification,  conversion or exchange of
                      outstanding  shares of Common Stock into solely  shares of
                      Common Stock); or
                  (3) a change of Board of Directors of the Corporation in which
                      the  individuals who constituted the Board of Directors of
                      the Corporation as of July 1, 1998 cease for any reason to
                      constitute a majority of the directors then in office.

         B.   Cause.
         Cause shall  exist when and only when  Executive  (i) after  receipt of
         written notification by the Board of Directors or the CEO has willfully
         failed and  continues to fail to  substantially  perform his duties and
         has failed to cure such  deficiencies  within a thirty  (30) day period
         after such  notification  (other than failure resulting from incapacity
         due to  physical  or  mental  illness),  (ii) is  convicted  of a crime
         constituting  a felony,  or (iii) has been proven to be dishonest,  has
         embezzled,  has committed  common law fraud, or a willful  violation of
         any 

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         State or Federal  Securities  Law  resulting  in a fine (to Company or
         Executive)) or imprisonment ("for Cause").

5.       Compensation
         ------------

         A. As salary during the Term, the Corporation  shall pay the Executive,
in accordance  with its normal  payroll,  a minimum annual salary of One Hundred
Eighty  Six  Thousand  Dollars  ($186,000)  such  salary to be paid no less than
biweekly during the Term. The Executive shall receive such additional  salary as
the Board of Directors of the Corporation may from time to time determine during
the Term.  Unless  expressly  agreed in writing by the parties  hereto,  no such
additional  compensation  or  benefits  shall be deemed  to modify or  otherwise
affect the terms or conditions of this Agreement.  Notwithstanding the foregoing
if this Agreement is not renewed,  or Executive is terminated other than (1) for
Cause, as defined herein, or (2) as a result of a Change of Control,  as defined
herein,  Executive shall be entitled to twelve (12) months salary based upon his
annual salary at the time of termination) as severance. Such payment shall serve
as Executive's sole and exclusive  rights pursuant to this Agreement,  provided;
however,  such  payment  shall not  affect  Executive's  rights as to options to
purchase shares in accordance with paragraph 7 hereof.  In the event of a Change
of Control,  Executive shall be entitled to two (2) years salary,  as severance,
provided  Executive  exercises  his right  pursuant to  Agreement  to treat such
change of control as a termination of this Agreement.  In the event Executive is
terminated  other  than  for  cause,  or  there  is a  Change  in  Control,  all
obligations to pay Executive, including the obligation contained in subparagraph
C of  paragraph  5,  shall be due and owed in a lump sum  payment  on or  before
thirty  (30) days from the earlier of the date of  termination,  the date of the
Change of Control and/or the date Executive elects  termination  pursuant to the
provisions of Paragraph 2 hereof.

         B.  Executive  shall receive an  automobile  allowance in the amount of
Seven Hundred Fifty Dollars ($750) per month during the Term.

         C.  The  Corporation  shall  reimburse  Executive  for the  cost of his
country club  membership,  such amount not to exceed $35,000.  Such country club
membership  shall  be  held in the  name of the  Executive  for the  benefit  of
Executive  and shall be the  exclusive  property of the  Executive.  Corporation
shall  reimburse  Executive in accordance  with the schedule  attached hereto as
Exhibit "A".  Notwithstanding  the foregoing  provisions of this subparagraph if
Executive is  terminated  for cause the  obligation  of  Corporation  under this
paragraph  to  reimburse   Executive   shall  terminate  on  the  date  of  such
termination.

         D.  Executive  shall  receive  additional  compensation  in the form of
Bonuses  granted by the  Corporation at the discretion of the Board of Directors
or Chief  Executive  Officer of the Corporation  (the "CEO").  The amount of the
Bonus paid to Executive  shall be determined  in the  discretion of the Board of
Directors.

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6.       Other Benefits
         --------------

During the Term the Executive shall receive all rights and benefits for which he
is then  eligible  under  any  employee  benefit  plan or bonus  plan  which the
Corporation  generally  provides for its employees.  Executive shall be provided
with a life  insurance  policy  on his life for not less  than  double  his then
current  base annual  salary;  and, he shall also be provided  with a disability
insurance policy for not less than 60% of his then current annual salary.

7.       Grant of Options to Acquire Stock
         ---------------------------------

         In addition to those options  previously  granted by the Corporation to
Executive,  Corporation shall grant Executive options to purchase 200,000 shares
of the  Corporations  common stock on the date of  execution of this  Agreement.
Such  option  shall  vest in  full on the  date  granted.  Further,  Corporation
guarantees Executive will receive a minimum of 100,000 options to acquire common
shares of the  Corporation for each twelve (12) month period for which Executive
is employed by Corporation,  that such options will vest immediately on the date
of grant,  and that the exercise price will be the closing price of the publicly
traded shares on the day of such grant.

8.       Death or Disability
         -------------------

         In the event of the death of the  Executive  or the  disability  of the
Executive,  this Agreement shall immediately terminate and the Corporation shall
pay to the  Executive  or his estate one (1) years  salary in a single  lump sum
payment  which  payment  shall be due and payable  upon the sooner of (i) thirty
(30) days of  Executive's  death or (ii)  thirty  (30) days after  Executive  is
declared by his  physician  incapable of  performing  his duties as specified in
this Agreement.  The Corporation  shall have the right to fund Executive's death
and/or disability benefit through life insurance.

9.       Place of Performance
         --------------------

         In connection with his employment by the  Corporation  during the Term,
the  Executive  shall at all times be  entitled  to an  office at the  principal
executive offices of the Corporation,  located in Las Vegas,  Nevada, or at such
other office of the Corporation,  in Las Vegas,  Nevada,  as the Chief Executive
Officer of the Corporation shall, in his reasonable discretion deem to be in the
best  interest  of the  Corporation.  In the  event  the  Corporation  moves its
principal  place of  business  outside of Las Vegas,  Nevada,  Executive  at his
option shall have the right to terminate  this Agreement and receive the greater
of such salary due him for the remaining  Term of this Agreement but in no event
less than twelve (12) months salary.

10.      Notice
         ------

         All Notices and other communications  hereunder shall be in writing and
shall be deemed to have been validly  served,  given or delivered  five (5) days
after deposit in the United States mail, by certified  mail with return  receipt
requested and postage  prepaid,  when  delivered  personally,  one (1) day after
delivery to any overnight courier, or when transmitted by facsimile transmission
facilities, 



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and addressed to the party to be notified as follows:

If to Corporation at:               Spintek Gaming Technologies, Inc.
                                    901 Grier Drive, Suite B
                                    Las Vegas, Nevada, 89119
                                    Attn: Chairman
                                    Facsimile #:   702-263-3680

If to Executive at:                 Robert E. Huggins
                                    9104 Crystal Lake Court
                                    Las Vegas, Nevada 89134
                                    Facsimile #:  702-341-7424

 11.  Miscellaneous
      -------------

         A.   This  Agreement  shall inure to the benefit of and be binding upon
              the  Corporation,  its successors and assigns.  This Agreement may
              not be  assigned  by the  Corporation  without  the prior  written
              consent  of the  Executive.  The  obligations  and  duties  of the
              Executive hereunder shall be personal and not assignable.

         B.   Whenever  possible,  each  provision  of this  Agreement  shall be
              interpreted  in such a manner as to be valid and  effective  under
              applicable law, but if any provision of this Agreement is found to
              be prohibited or invalid under applicable law, such provision will
              be  ineffective  to the extent of such  prohibition  or invalidity
              without  invalidating  the  remainder  of  such  provision  or the
              remaining provisions of this Agreement.

         C.   For purposes of this  Agreement an  "affiliate"  of a person shall
              include  any  person,   group  of  persons,   firm,   corporation,
              association,  organization,  or  unincorporated  trade or business
              that, now or hereinafter directly or indirectly,  controls,  or is
              controlled  by, or  practices  is under  common  control with such
              person.

         D.   Any  waiver,  alteration  or  modification  of any  terms  of this
              Agreement  will be valid only if made in writing and signed by the
              parties hereto.  Each party hereto from time to time may waive any
              of his or its rights  hereunder  without  effecting  a waiver with
              respect to any subsequent occurrences or transactions hereunder.

         E.   Captions and  paragraph  heading  used herein are for  convenience
              only are not a part  hereof  and shall  not be used in  construing
              this Agreement.

         F.   This Agreement  constitutes the entire understanding and agreement
              of the parties and, except as otherwise provided hereunder,  there
              are no other  agreements  or  understandings,  written or oral, in
              effect  between the  parties  relating  to the  employment  of the
              Executive  by  the   Corporation   during  the  Term.   All  prior
              negotiations or agreements,  if any,  between the parties relating
              solely  to the  employment  of the  Executive  by the  Corporation


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              during the Term are hereby superseded.

         G.   This Agreement  shall be governed by and interpreted in accordance
              with the laws of the State of Nevada.

         H.   This  Agreement  may be  executed in  counterparts,  each of which
              shall be  deemed an  original,  but both of which  taken  together
              shall constitute one and the same instrument.

12.        Arbitration

         Any controversy between the parties hereto,  including the construction
or application of any of the terms,  covenants or conditions of this  Agreement,
shall on written request of one party served on the other be settled exclusively
by  arbitration  in  accordance  with  the  rules  of the  American  Arbitration
Association  then in effect.  The  arbitrator  selected  must be a member of the
National  Academy  of  Arbitrators  and  must  have  significant  experience  in
arbitrating  labor  disputes.  Further,  the  Arbitrator  must  be  an  attorney
practicing  labor law in the Southern Nevada area. The cost of such  arbitration
shall be borne by the losing party or in such  proportions as the  Arbitrator(s)
shall decide.  Judgment may be entered on the arbitrator's award in any court of
competent jurisdiction. The parties shall have the right to bring an action in a
Nevada  court of competent  jurisdiction  to enforce any  equitable  remedy such
party may have.

13.                        The Executive's Employment

         Nothing  contained in this  Agreement (i) obligates the  Corporation or
any  subsidiary  of the  Corporation  to employ the  Executive  in any  capacity
whatsoever,  or (ii)  prohibits  or  restricts  the  corporation  (or  any  such
subsidiary)  from  terminating the  employment,  if any, of the Executive at any
time or for any reason whatsoever,  with or without cause,  subject to the terms
and conditions of this Agreement.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

Executive                                                Date July 1, 1998

/S/Robert E. Huggins
--------------------
   Robert E. Huggins

Spintek Gaming Technologies, Inc.

/s/Gary L. Coulter, Chairman & CEO
----------------------------------
Gary L. Coulter, Chairman & CEO

----------------------------------
Malcolm C. Davenport V, Secretary

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EXHIBIT A

The Red Rock Country Club Membership Payment Schedule is attached here.