MEMBERS AGREEMENT
                                       OF
                                ARDENT GAMING, L.L.C.


     This  Agreement  is  made as of this 15th day of May, 2001 by Isle of Capri
Casinos,  Inc., a Delaware corporation ("Isle") and Ardent Technology, L.L.C., a
Nevada limited liability company ("Ardent").  Isle and Ardent, together with any
other  members of the Company who may become parties to this Agreement from time
to time,  are sometimes herein referred to as the "Members" or individually as a
"Member".

     WHEREAS,  Isle  and  Ardent  are the initial Members of the Company and are
parties with the  Company to an Operating Agreement dated as of the date of this
Agreement;

     WHEREAS,  Ardent  has  developed  a  proprietary  System  consisting  of  a
coin-free,  ticket  free  system  used,  among  other  things, to transfer money
between  a  hand held electronic funds carrier and a gaming device, known as the
Easy  Money  or  SafeCash  System;

     WHEREAS,  additional funding is required to complete the development of the
System,  to  obtain  required  regulatory consents and to market the System; and
Isle  is  willing to provide such funding under the terms and conditions of this
Agreement;

     WHEREAS,  the Members have formed the Company for the purpose of completing
the  development  of  and  commercializing  the  System;

     WHEREAS, Ardent has contributed certain assets to the Company including all
its  rights  in  and  to  the  System;

     WHEREAS,  Isle  has  made  an  initial  cash contribution to the Company of
$352,000  and has agreed to make certain Additional Contributions to the Company
under  the  terms  and  conditions  hereof;

     WHEREAS,  the  parties wish to set forth certain agreements with respect to
the  foregoing  and  their  respective  rights  and  obligations;

     THEREFORE,  the  parties  agree  as  follows:

     ARTICLE  I:  INITIAL  OWNERSHIP  INTEREST  AND  DEFINITIONS

1.1     INITIAL  OWNERSHIP.  The  parties acknowledge that, based on the Initial
        ------------------
Contributions  of  the  Members  set  forth in Section 3.1 below, as of the date
hereof,  the  Ownership  Interest  of  the  Company shall be as set forth below:

<PAGE>


             Member     Ownership Interest     Initial Contribution
             ------     ------------------     --------------------

             Ardent           92.0%            $4,048,000

             Isle              8.0%            $352,000


     The  Ownership  Interest  shall be adjusted from time to time in accordance
with  the  provisions  of  this  Agreement  and  the  Operating  Agreement.  The
Ownership  Interests of the Members shall at all times be maintained on Appendix
I  to  the Operating Agreement, which shall be amended chronologically from time
to  time  as  necessary.

1.2     DEFINITIONS.  Capitalized  terms  not  otherwise  defined  in  Exhibit A
        -----------                                                    ---------
hereto  shall  have  the  respective  meanings  ascribed  for those terms in the
Operating  Agreement,  applicable  to  both  singular  and plural forms, for all
purposes  of  this  Agreement.


     ARTICLE  2:  OPERATION  OF  THE  COMPANY

2.1     BUSINESS PLAN.  The Members anticipate that certain expenditures will be
        -------------
made  in  the  development  and  commercialization of the System pursuant to the
Business  Plan  attached  hereto  as  Exhibit  B, which includes (i) the initial
                                      ----------
Budget for the Company, (ii) the System development plan, (iii) a description of
required  jurisdictional  approvals  and  schedule, (iv) a development schedule,
(v)  a  schedule  of  the  amounts  and  timing  of  funding  by Isle and (vi) a
description  of  the  roles  of  the parties.  The Members anticipate that these
costs  will  be  funded by Isle pursuant and subject to the terms of Section 3.3
hereof  and  subject  to  the  other terms and conditions of this Agreement. The
Chief  Executive  Officer shall submit to the Managers proposed revisions to the
Business  Plan  not less frequently than annually, at least 60 days prior to the
start  of  the  first  fiscal  year  covered  by  such Business Plan.  Each such
Business Plan shall be considered at the first meeting of the Managers following
its  submissions and shall be subject to the unanimous approval of the Managers.
Any  material  amendments  to the Business Plan, including any amendment that is
expected  to  increase  the Budget by more than ten percent (10%) as compared to
the  prior  year's  Budget,  shall  be  subject to the unanimous approval of the
Managers.


<PAGE>
2.2     BUDGET  APPROVAL.  The  Chief Executive Officer shall include a proposed
        ----------------
Budget for the Company for the next fiscal year in his submission of the revised
Business Plan.  The Budget shall include an income statement, balance sheet, and
capital  budget  prepared  consistently with the Company's method of accounting,
for  the  forthcoming  fiscal year and a cash flow statement which shall show in
reasonable  detail  the  anticipated  receipts  and  disbursements  (including
anticipated  distributions) projected for the Company for the forthcoming fiscal
year  and  the  amount  of any corresponding cash deficiency or surplus, and the
amount and due dates of any proposed Additional Contributions.  The Budget shall
be  prepared  on  a basis consistent with the Company's financial statements and
shall  be  prepared  in  accordance  with the provisions of this Agreement. Each
Budget  shall  be  considered at the first meeting of the Managers following its
submission  and shall be subject to their unanimous approval.  Each Budget shall
also  include  a  detailed explanation of the proposed related party charges for
corporate  overhead  or  services  proposed  to  be  charged  by  any  Member in
connection  with services to be provided by such Member or its Affiliates to the
Company.  Without  the  unanimous  approval  of the Managers, a Budget shall not
include  an  increase in expenditures of more than ten percent (10%) as compared
to  the  prior  year's  Budget  for  the Company.  If for any fiscal year no new
Budget is agreed upon and approved, then the Company will be managed in a manner
consistent with the operations for the prior fiscal year, as adjusted to reflect
the  Company's  contractual  obligations  for  the  year.

2.3        CHIEF  EXECUTIVE OFFICER.  The Chief Executive Officer of the Company
           ------------------------
shall  initially  be Patrick J. Schmit.  The Members shall mutually agree on any
replacement  or  successor  Chief  Executive  Officer.

2.4     EMPLOYEE  COSTS.  Except  as  otherwise  expressly  provided  in  this
        ---------------
Agreement  or  the  Business  Plan  or  Budget,  each  Member will be separately
responsible  for  its  own  payroll  and  benefit  expense  of its employees and
independent  contractors  with  respect  to  Company  business.

2.5     FINANCING.  Except  for the Initial Contributions by the Members and the
        ---------
Additional  Contributions by Isle provided for in Section 3.3 of this Agreement,
the  Members  acknowledge  and  agree  that  the  Company shall incur no debt or
liability  for  which  the  Members  or  their  respective  Affiliates  would be
obligated  in  any  way.  Without limiting the foregoing, no Member or Affiliate
will  be  required  to  guarantee or co-sign any loan made to the Company or any
other  obligation  of  the  Company.

2.6     PRIMARY  RESPONSIBILITIES.  The  Members shall operate the Company so as
        -------------------------
to  take  advantage of their particular areas of expertise and experience.  Isle
will  be  primarily  responsible for regulatory and licensing matters and Ardent
will  be primarily responsible for completing the development of the System, for
marketing  and  sales and for maintenance and support of the System. The Members
agree  to  use  their  respective  best  efforts in furtherance of the company's
business in their respective areas of primary responsibility and at all times to
operate  with  diligence  and  professionalism.

2.7    CORPORATE  OVERHEAD.  In  order to best take advantage of the experience,
       -------------------
expertise  and  economies  of scale which each of the Members can provide to the
Company,  the Members may, where necessary and appropriate, utilize the services
of  employees  of each of the Members to provide services to the Company instead
of hiring new employees specifically for the Company.  As such, if applicable, a
portion  of  such  Member's  overhead related to the services it provides to the
Company will be charged to the Company, at cost, with the amounts proposed to be
charged  set forth in the proposed Budget submitted to the Managers by the Chief
Executive  Officer each year and as may be unanimously approved by the Managers.
In addition, each Member will be reimbursed by the Company for all out-of-pocket
monies  expended  on  behalf  of  the  Company,  to  be budgeted and unanimously
approved  by  the  Managers  in  advance.

     ARTICLE  3:  CAPITAL  CONTRIBUTIONS

3.1     INITIAL  CONTRIBUTIONS.
        ----------------------


<PAGE>
[a]     BY  ARDENT:  Ardent  has made an Initial Contribution of assets pursuant
        ----------
to  the  Asset Conveyance Agreement attached as Exhibit C hereto, which includes
                                                ---------
the  Intellectual  Property,  (the  "Ardent Assets"). The Members agree that the
Fair  Market  Value  of  the  Ardent  Assets  is  $4,048,000.

[b]     BY  ISLE:  Isle  has  made  an Initial Contribution of $352,000 in cash.
        --------

3.2     CONTRIBUTION  OF  FUTURE  DEVELOPMENTS.  Ardent  agrees  that  it  will
        ---------------------------------------
disclose  to  the  Company  and  Isle  all  inventions,  developments,  designs,
information,  data,  software,  programs,  modifications,  improvements,
enhancements,  intellectual  property  rights or other matters that are created,
owned,  developed  or acquired by Ardent or its Affiliates (for themselves or on
behalf  of  the Company) after the date of this Agreement and that relate to the
System  or  its use or function (collectively called the "Future Developments");
and,  upon the request of the Company or Isle, Ardent will contribute and assign
all  such  Future  Developments to the Company pursuant to an assignment in form
and  content  reasonably  satisfactory to the Company and Isle.  All such Future
Developments  so  assigned to the Company shall be considered part of the Ardent
Assets  comprising  the  Initial  Contribution by Ardent, and Ardent's Ownership
Interest  shall  not  be  increased as a result of any such assignment of Future
Developments.

3.3     ADDITIONAL  CONTRIBUTIONS.
        -------------------------

[a]     ISLE'S FUNDING OBLIGATION.  Subject to the provisions hereof, Isle shall
        --------------------------
make  additional  contributions to the Company in a total  amount, together with
the Initial Contribution by Isle, not to exceed two-million two-hundred thousand
dollars  ($2,200,000).  Subject  to  Section  3.3[b]  below,  such  Additional
Contributions  shall  be  made  in  increments  of  forty-four  thousand dollars
($44,000)  pursuant to the schedule set forth on Exhibit D.  For each Additional
                                                 ----------
Contribution  in  the  amount of forty-four thousand dollars ($44,000) that Isle
makes,  the  Company will issue to Isle an Ownership Interest which, when issued
and  outstanding, will represent a one percent (1%) Ownership Interest; provided
                                                                        --------
that  Isle's total Ownership Interest shall not exceed twenty five percent (25%)
without  Ardent's  consent.  In  the  event  Isle  shall  make  any  Additional
Contribution  that  is  more or less than forty-four thousand dollars ($44,000),
the  Company  shall issue Isle  an Ownership Interest that is pro rated based on
one  percent  (1%)  for  each  forty-four thousand dollars ($44,000) or fraction
thereof.  Concurrently  with  the  making  of  each Additional Contribution, (i)
Isle's  capital  account shall be appropriately credited, (ii) the Company shall
deliver to Isle an appropriate Certificate representing such additional interest
and  (iii)  the  Company  shall  make  and  deliver  to  Isle  appropriate
representations,  warranties  and indemnities concerning clear title and absence
of  encumbrances relating to the additional interest, due authority to issue the
interest  and  concerning  similar  matters  as  are customary, together with an
officers  certificate  or opinion of counsel as Isle may reasonably request, all
in form and content reasonably acceptable to Isle. Except as set forth above, or
upon the agreement of all Members and upon such terms and conditions as they may
agree in writing, no Additional Contributions will be required or permitted from
the  Members  of  the  Company.


<PAGE>
------
[b]     A  FAILURE  EVENT.   Notwithstanding  anything  to  the contrary in this
        ------------------
Agreement,  Isle  shall  be  relieved  of  any  obligation  to  make any further
Additional  Contributions  upon the occurrence of any of the following events (a
"Failure  Event"):

 (i)  as of any funding date provided on Exhibit D hereto, the Company fails for
                                         ---------
any  reason  to  meet  the  milestone, provided in the "Cashless FOB Development
Timeline"  (the  "Development  Timeline")  attached to Exhibit D hereto, to have
                                                       ---------
been  achieved  by  such  funding  date;

     (ii)  the Company or Ardent breach any material warranty, representation or
agreement contained in this Agreement or the Related Agreements, and such breach
remains  uncured  within  30  days  after  notice  thereof;

(iii)  any  regulatory  authority  in  Mississippi, Nevada or New Jersey makes a
communication  to  Ardent,  the  Company  or  Isle,  which, in Isle's reasonable
determination,  leads  Isle  to  believe  that the application will be denied or
conditioned;  or  Isle  determines,  in  its  reasonable  judgment,  that  it is
impossible  or  impracticable  to  develop  the  System or acquire the necessary
regulatory  approval  to  market  the System in any jurisdiction within the time
frame  contemplated  by  the  Development  Timeline;

(iv) any regulatory authority in any gaming jurisdiction in which Isle or any of
its  Affiliates  operates  or  proposes to operate determines that Ardent or any
Affiliate  or  principal  of  Ardent  is  unsuitable;

(v)  there  is  an  event  of  Bankruptcy as pertains to Ardent or for any other
reason  Ardent  is unable to fulfill its obligations under this Agreement or the
Related  Agreements;

(vi)  any  of the key employees of Ardent, being Malcolm C. Davenport V, Patrick
Schmit,  Robert  Guinn  or Patricia Boggs, die, become disabled, terminate their
relationship  with Ardent or the Company or otherwise are unable or unwilling to
devote  their  services  to  the  Company's  business;  or

(vii)  the  Company  abandons  or  fails  to  prosecute  the  SafeCash  system
provisional patent application (Serial Number 60/231,393) or Isle determines, in
its  reasonable  judgement,  that  a  patent  will  not  issue containing claims
substantially  similar  to  those  contained  in  such  application.

[c]     ISLE'S ELECTION UPON A FAILURE EVENT.   Upon the occurrence of a Failure
        -------------------------------------
Event,  Isle  may,  in  its discretion, elect any of the following alternatives:

(i)  Isle  may,  by  written notice to the Company and Ardent, waive the Failure
Event  and  make  the  Additional Contribution required on the next funding date
after  the  Failure  Event  pursuant to the schedule on Exhibit D, provided that
                                                        ---------
Isle's waiver of a particular Failure Event shall not constitute a waiver of any
other  Failure  Event  that  may  thereafter  occur;

<PAGE>
(ii)  Isle  may  elect  not  to  make any further contributions of capital to or
investments  in  the Company, in which event it shall retain its interest in the
Company  as  it  exists  as  of  date  of  such  election and be relieved of any
obligation  to  make  any  Additional  Contributions;  or

(iii)  Isle  may  elect  to  sell  its  Ownership  Interest to the Company for a
purchase  price  equal to the aggregate amount of its Capital Contributions plus
Interest  compounded  semi-annually  from  the  dates  of the respective Capital
Contributions, less the amount of any Distributions to Isle under Section 6.1 of
the  Operating  Agreement,  in which event (a) the Company shall issue to Isle a
promissory  note,  in  form and content acceptable to Isle, in the amount of the
purchase  price,  bearing Interest, with principal and interest payable in equal
quarterly  installments  over  two  (2)  years,  and  secured  by  a  collateral
assignment of Isle's Ownership Interest, and (b) Isle shall resign and withdraw,
without  liability,  as  a  member  of  the  Company  and  shall have no further
obligations  under  this  Agreement  or  the  Operating  Agreement.

Notwithstanding  the  occurrence  of  a Failure Event, and regardless of whether
Isle  makes an election under clause (i), (ii) or (iii) above, the License shall
remain  in  full  force  and  effect  and  Isle shall continue to be entitled to
receive  the  Isle  Fee.

3.4     DEFAULT.  If  Isle  fails  to  make a required Capital Contribution when
        -------
due,  other  than  because of a Failure Event, and after thirty (30) days notice
and  an opportunity to cure, Ardent may, as its exclusive remedy and as full and
complete  liquidated  damages:

[a]     Make  all  or  part  of  such Capital Contribution on its own behalf and
increase  its  Ownership  Interest  accordingly;  or

[b]     Loan  all  or  part  of such Capital Contribution amount to the Company,
with  such  loan  payable  on  demand and with Interest (and such amount will be
treated  as  a  loan  rather  than  as  a  Capital  Contribution);  and,

[c]     Prohibit  Isle  from  making  any further contributions of capital to or
investments  in  the Company, in which event, (i) Isle shall retain its interest
in the Company as it exists as of such date and shall have no further obligation
to  make any Additional Contributions, (ii) Isle shall have no further rights to
receive  the Isle Fee, (iii) the License shall remain in effect according to its
terms  and (iv) Isle shall have no further right to have the System installed at
its  gaming  operations  at the Company's cost as provided in Section 5.1 below.

3.5     LOANS  BY  MEMBERS.  The  Company  may  borrow  money from any Member or
        ------------------
Affiliate  for  Company  purposes as provided in the Operating Agreement, at the
Interest  rate.

3.6     DISTRIBUTIONS.  Unless  the  Members  otherwise  agree or the Company is
        -------------
prohibited by any agreement or indenture, the Company shall, at least quarterly,
distribute  the  Company's  Cash  Flow  to  the  Members  in accordance with the
provisions  of  the  Operating  Agreement.


<PAGE>


     ARTICLE  4:  MANAGEMENT

4.1     UNANIMOUS VOTE.  In addition to those matters requiring a unanimous vote
        --------------
under  the  Operating Agreement or under the other provisions of this Agreement,
the  following  actions  by the Company will require the written consent of Isle
and  Ardent:

[a]     The  making  of  material  changes  to  the  Business  Plan;

[b]     The adoption of any Budget for any year after the initial Budget, or any
increase  in  the  annual  Budget, of more than ten percent (10%) from the prior
fiscal  year  of  the  Company;

[c]     A  call  for  Additional  Contributions  by  the  Members  other than as
provided  for  under  Section  3.3;

[d]     The  authorization  or the incurrence by the Company of indebtedness for
borrowed  money  in excess of $100,000 in the aggregate at any time outstanding;

[e]     The  making  of  any loans or advances to, or guarantees for the benefit
of,  any  Member  or  Affiliate;

[f]     The  authorization of any transaction between the Company and any Member
or  Affiliate;

[g]     The  taking of any action which may cause the Company to become taxed as
an  entity  other  than  a  partnership;

[h]     The  determination  to  make  any  capital  expenditures  or commitments
therefor  that  aggregate in excess of $200,000 in any one transaction or series
of  related  transactions;

[i]     The  entering into any agreement or commitment, or the incurrence of any
obligation,  that  would  require  the Company to make expenditures in excess of
$200,000  in  any  year;

[j]     The  making  of any application by the Company with any gaming authority
in  any  gaming  jurisdiction;

[k]     The  sale,  transfer,  pledge, assignment or other disposition of all or
any  portion  of the  Intellectual Property or the granting of any license to or
interest  in  all  or  any  portion  of  the  Intellectual  Property;  or,

[l]     The  taking  of  any  other  action  not  in  the ordinary course of the
Company's  business.





<PAGE>
     ARTICLE  5:  THE  ISLE  LICENSE  AND  FEE

5.1     LICENSE  TO  ISLE.  The  Company  has  granted  Isle a License under the
        -----------------
Intellectual  Property,  in  the  form attached hereto as Exhibit E, pursuant to
                                                          ---------
which  Isle  may  use  the  System  in  its  gaming  operations and those of its
Affiliates  on  a  royalty-free basis.  The License grants Isle exclusive rights
in  each  of the respective markets in which it or its Affiliates conduct gaming
operations  for  a period of six (6) months after the installation of the System
in each such market. At Isle's election, the Company and Ardent agree to install
the  System  at  such of the gaming properties of Isle or its Affiliates as Isle
may  designate, at a cost to Isle equal to the Company's cost plus eight percent
(8%). If Isle notifies the Company that it has elected not to install the System
at any gaming property, then the Company may sell the System to another operator
in  the same market as such gaming property. The License shall be binding on any
successor  or assign of the Company and inure to the benefit of any successor or
assign  of  Isle,  provided  that  the rights granted under the License shall be
                   --------
limited  to  the  gaming  operations of Isle and its Affiliates, and those whose
development  is  being planned by Isle and its Affiliates, as of the date of any
such  assignment  or  succession.

5.2     THE  ISLE  FEE.  Within  30 days after the end of each calendar quarter,
        ---------------
the  Company  shall  pay  Isle  the Isle Fee based on the number of units of the
System  sold,  leased,  licensed  or  otherwise  disposed  of in such quarter to
Persons  other  than  Isle  or  its  Affiliates.  With  respect  to  the  first
thirty-thousand (30,000) units of the System sold, leased, licensed or otherwise
disposed  of,  the  Isle  Fee  shall  equal  the  total  amount  Isle's  Capital
Contributions  to the Company divided by thirty-thousand (30,000).  With respect
to all units of the System sold, leased, licensed or otherwise disposed of after
the  first thirty-thousand (30,000) units,  the Isle Fee shall equal twenty-five
dollars  ($25.00)  per  unit. The Isle Fee shall be payable to Isle  before, and
shall  have priority to, any Distributions to the Members or any payments to the
Members  for  services,  goods  or  corporate  overhead.  The  Isle Fee shall be
considered a royalty and shall not reduce Isle's Capital Account in the Company.
The  Isle  Fee shall be payable for the longer of the duration of the Company or
the  life of the last to expire of the Intellectual Property.  As a condition to
any  transfer  of  control  of  the  Company  to  any third party or any merger,
reorganization  or sale or other disposition of the assets of the Company to any
third  party,  the  third  party shall provide its written agreement to Isle, in
form  and  content  acceptable  to Isle, to be bound by the agreement to pay the
Isle  Fee  and  to  abide  by  the  terms  of  the  License.

     ARTICLE  6:  DISPUTE  RESOLUTION

6.1     DISPUTES.  Except  as to any disputes for which injunctive relief may be
        --------
available,  in  the  event  a dispute of any kind arises in connection with this
Agreement  or  the  Related  Agreements (including any dispute concerning its or
their  construction, performance or breach), the parties to the dispute (who may
be  any  combination  of  the  Company  and any one or more of the Members) will
attempt  to resolve the dispute as set forth in Section 6.2 before proceeding to
arbitration  as  provided  in  Section  6.3.  All documents, discovery and other
information  related  to  any  such  dispute,  and  the  attempts  to resolve or
arbitrate  such  dispute,  will  be  kept  confidential  to  the  fullest extent
possible.

<PAGE>
6.2     NEGOTIATION.  If  a  dispute  arises, any party to the dispute will give
        -----------
notice to each other party. If the Company is not a party to the dispute, notice
will  be given to the Company.  After notice has been given, the parties in good
faith  will  attempt  to  negotiate  a  resolution  of  the  dispute.

6.3     ARBITRATION.  If,  within  30  days after the notice provided in Section
        -----------
6.2,  a  dispute  is  not resolved through negotiation or mediation, the dispute
will  be  arbitrated.  The  parties  to  the  dispute  agree  to be bound by the
selection  of  an  arbitrator,  and to settle the dispute exclusively by binding
arbitration  in  accordance  with  the  following  provisions:

[a]     All  parties to the dispute will collectively select one arbitrator.  If
they  fail to do so within 45 days after the notice provided in Section 6.2, one
or  more  parties  will request the American Arbitration Association to submit a
panel  of  five  arbitrators who are qualified to resolve the matters in dispute
from  which  the choice will be made.  The party requesting the arbitration will
strike  first,  followed  by  alternative  striking  until  one name remains.  A
similar  procedure  will  be  followed  if there are more than two parties.  The
parties  may by agreement reject one entire list, and request a second list.  If
selection  by  the above method is not completed within 90 days after the notice
provided  in  Section  6.2,  or  if  there  are  more than four parties, then an
arbitrator  will  be  selected  by  the  American  Arbitration Association.  The
arbitrator so selected will then arbitrate the dispute in Las Vegas, Nevada, and
issue  an  award.

[b]     To  the  extent  consistent  with  the  provisions  of this Article, the
arbitration  will  be  conducted  under  the Commercial Arbitration Rules of the
American  Arbitration  Association  and  in  accordance  with Delaware law.  The
arbitrators  decision  will  be made pursuant to the relevant substantive law of
the  State  of Delaware.  The award of the arbitrator will be final, binding and
non-appealable.  Judgment  on  the  award  may be entered in any court, state or
federal  court  having  jurisdiction.

[c]     The  fees  and expenses of the arbitrator, and the other direct costs of
the  arbitration,  will  be  shared  by  the  parties  to  the  dispute in equal
proportions.  Each  party  to the dispute will bear all other costs and expenses
as  provided  in  Section  8.8.  If  one  or  more  Members  are included in the
arbitration  because  of  their  membership or former membership in the Company,
such group will collectively be treated as one party to the dispute (through the
Company  as  a  party).


     ARTICLE  7:  PRIVILEGED  LICENSE  PROTECTION


<PAGE>
7.1     REGULATORY  COMPLIANCE.  Ardent  acknowledges  that  as  a result of the
        ----------------------
transactions  contemplated  by  this  Agreement,  Ardent  and  its  agents  and
Affiliates  may be subject to licensing and other regulatory review and approval
procedures  ("Regulatory  Review"),  by  any  governmental or quasi-governmental
agency  which  is  authorized  or empowered to regulate the gaming operations of
Isle  and  its Affiliates ("Regulatory Authority") in the jurisdictions in which
Isle  and  its  Affiliates  conduct  or  propose  to  conduct  gaming activities
including, without limitation, Colorado, Iowa, Mississippi, Louisiana, Missouri,
Nevada  and  Florida.  Ardent  agrees  to  cooperate  fully  and  to  cause  its
Affiliates  to  cooperate  fully with the representatives of all such Regulatory
Authorities  in  making  applications, supplying information, providing reports,
attending  licensing  and  other  hearings,  and  otherwise cooperating with and
complying  with the requirements of all such Regulatory Authorities so as not to
interfere  with  Isle  or  its  Affiliates ability to develop new business or to
continue  to conduct its existing business.  Ardent agrees that in the event the
Board  of Directors of Isle reasonably determines based upon communications with
a  Regulatory  Authority  that  Ardent  or any of its Affiliates is likely to be
determined  unsuitable  by such Regulatory Authority and as a result Isle or its
Affiliates  may  not be permitted to engage or to continue to engage in a gaming
activity  (collectively  a  "Licensing Problem"), then, within the lesser of 150
days  of  notice  of  such  event  from  Isle to Ardent or the applicable period
prescribed  by  the  appropriate  Regulatory  Authority  (provided  Isle  timely
notifies  Ardent  of  such a determination) Ardent shall eliminate the Licensing
Problem  to  the  reasonable satisfaction of Isle's Board or transfer its rights
and  obligations  hereunder  and  its Ownership Interest to a Person  reasonably
acceptable to Isle, who does not have a Licensing Problem, and such Person shall
be  accepted  as  a  Member  of the Company for all purposes.  Any such transfer
shall  be  subject  to the terms and conditions contained in Section 13.5 of the
Operating  Agreement.  All  qualification  and  other  expenses  relating to the
foregoing  applications  shall be borne by the respective parties submitting the
applications.  The  provisions  of Section 13.8 of the Operating Agreement shall
apply and shall govern in the event of a conflict with the provisions of Section
7.1  above.

7.2     NO  UNSUITABILITY  KNOWLEDGE.  Neither  Ardent  nor Isle is aware of any
        ----------------------------
facts  or  circumstances which would make any Member or the officers, directors,
managers,  or owners (directly or indirectly) of such Member, a Person or entity
unsuitable  for  licensing  under applicable gaming laws, rules and regulations.

7.3     ADDITIONAL  REGULATORY  COMPLIANCE  MATTERS.  Neither  the  Company  nor
        -------------------------------------------
Ardent  will market or sell the system to (i) any Person that is not licensed by
the  appropriate  state  regulatory  gaming authorities or (ii) in the case of a
Native  American gaming operation, which has not entered into a compact with the
appropriate  State  and  which  has not received all required approvals from the
NIGC  and  the  Bureau  of Indian Affairs. In the event that it is determined to
Isle's  satisfaction  that  a  gaming  jurisdiction  will not permit Isle or its
Affiliates  to  both conduct gaming operations and,  through its interest in the
Company,  engage  in  the business of manufacturing and selling System products,
then  Ardent  may, at its own cost, manufacture and sell System products only to
users  of  such products in such gaming jurisdiction and not in any other gaming
jurisdiction.


     ARTICLE  8:  GENERAL  PROVISIONS

8.1     AMENDMENT;  EFFECTIVE  DATE.  This  Agreement  may  be  amended  by  the
        ----------------------------
unanimous written agreement of the parties.  Any amendment will become effective
upon  such  approval,  unless  otherwise  provided.

8.2     REPRESENTATIONS  AND WARRANTIES.  Each Member represents and warrants to
        -------------------------------
each  other  Member  that,  as  of the signing of this Agreement and the Related
Agreements:

[a]     Such  Member  is  duly  organized, validly existing and in good standing
under  the  laws of the jurisdiction where it purports to be organized, and is a
United  States  Person;

<PAGE>
[b]     Such  Member has full power and authority to enter into and perform this
Agreement  and  the  Related  Agreements;

[c]     All  actions  necessary  to  authorize  the signing and delivery of this
Agreement  and  the Related Agreements, and the performance of obligations under
it  and  them,  have  been  duly  taken;

[d]     Each  of  this Agreement and the Related Agreements has been duly signed
and  delivered  by  a  duly  authorized  officer or other representative of such
Member  or the Company, as the case may be, and constitutes the legal, valid and
binding  obligation  of  such  Member  or  the  Company,  as  the  case  may be,
enforceable  in  accordance with its terms (except as such enforceability may be
affected  by  applicable  bankruptcy, insolvency or other similar laws effecting
creditors'  rights  generally,  and  except  that  the availability of equitable
remedies  is  subject  to  judicial  discretion);

[e]     No  consent  or  approval  of any other Person is required in connection
with  the  signing,  delivery  and  performance of this Agreement or the Related
Agreements  by  such  Member  or  the  Company,  as  the  case  may  be;  and

[f]     Neither  the  execution or the delivery of this Agreement or the Related
Agreements  or  any  document or instrument contemplated hereby or thereby to be
executed  and  delivered  by any Member or its Affiliate or the Company, nor the
fulfillment  of or compliance with the terms and provisions of this Agreement or
the  Related  Agreements and such other documents and instruments, will conflict
with  or will result in a breach of, the terms, conditions, or provisions of, or
constitute a default under, or result in any violation of, any judgment, decree,
or  any  order  of  any court or any arbitration authority, or any statute, law,
rule,  or regulation by which any such Member, or its Affiliate, or the Company,
as  the  case  may  be,  or  their  respective  assets  are  affected  or bound.

[g]     There  are  no  oral  or  written contracts, agreements, or undertakings
binding  upon or affecting any Member or its Affiliate, or its respective assets
that would alter or impair the ability of such Member or Affiliate to enter into
and  perform  its  obligations under this Agreement or the Related Agreements or
any  document  or  instrument  contemplated hereby or thereby to be executed and
delivered  by  any  Member  or  its  Affiliate.

8.3     OUTSIDE  ACTIVITIES.    Any Member or Affiliate thereof may engage in or
        --------------------
possess  any  interest  in any business, and may do so through itself or through
any  other  business  venture  of  any nature, independently or with others, and
neither  the Company nor any other Member shall have any right by virtue of this
Agreement  or  the  Related  Agreements  in or to such Member's  business or its
other  ventures  or  in or to any income or profits derived therefrom, including
without  limitation  any  of  Isle's  gaming operations; provided, however, that
                                                         --------
during  the term hereof no Member or its Affiliates shall directly or indirectly
have an ownership interest in any Person or engage in any activity involving the
development  or  sale  of  coin-free,  ticket-free, money transfer products that
compete  with  the  System.


<PAGE>
8.4     CONFIDENTIALITY.   Except  as  set  forth  in this paragraph below, each
        ---------------
Member  shall, and shall cause each of its Affiliates, to keep secret and retain
in  strictest  confidence,  any  and  all Confidential Information and shall not
distribute,  disseminate  or  disclose  such  Confidential  Information, and any
Person  receiving  Confidential  Information  pursuant  hereto  shall  use  such
Confidential  Information  only  for the benefit of the Company or for any other
specific  purposes  for  which  it  was disclosed to such party; provided that a
                                                                 --------
Member  may  (i)  disclose  Confidential  Information  to its representatives or
agents  on a "need-to-know" basis in connection with the transactions leading up
to  and contemplated by this Agreement and the operation of the Company and (ii)
make  such announcements and file such documents (including this Agreement) with
the  Securities  and  Exchange  Commission,  and  other  regulatory  authorities
(including  tax  and  gaming  authorities),  and  otherwise take such actions to
comply  with the requirements of federal and state laws as it deems appropriate.
To  the  extent  reasonably practicable, each Member will provide the other with
the portion of any such announcement or filing that refers to this Agreement and
the transactions contemplated by it no later than concurrently with releasing or
filing  the  same.

8.5     WAIVERS  GENERALLY.  No  course  of  dealing  will be deemed to amend or
        ------------------
discharge  any  provision  of  this  Agreement.  No delay in the exercise of any
right  will operate as a waiver of such right.  No single or partial exercise of
any  right will preclude its further exercise.  A waiver of any right on any one
occasion  will not be construed as a bar to, or waiver of, any such right on any
other  occasion.

8.6     REMEDIES  FOR  BREACH.  Except  as  provided  in Section 3.4 hereof, the
        ---------------------
rights  and  remedies  of the Members set forth in this Agreement or the Related
Agreements  are  neither mutually exclusive nor exclusive of any right or remedy
provided  by  law,  in  equity  or otherwise.  Subject to the dispute resolution
provisions  of  Article  6  and  except  as  provided in Section 3.4 hereof, the
Members  agree that all legal remedies (such as monetary damages) as well as all
equitable  remedies  (such  as  specific  performance) will be available for any
breach  or  threatened  breach of any provision of this Agreement or the Related
Agreements.

8.7     NOTICES.  Any notices (including any communication or delivery) required
        -------
or  permitted  under  this Agreement will be in writing and will be addressed as
follows:

     If  to  Isle:

     Isle  of  Capri  Casinos,  Inc.
Attention:  John  Gallaway
1641  Popps  Ferry  Road,  Suite  B-1
Biloxi,  MS  39532

With  a  copy  to:               Allan  B.  Solomon
     2200  Corporate  Blvd.,  NW,  Suite  310
Boca  Raton,  FL  33431


<PAGE>
     If  to  Ardent:

     4815  W.  Russell  Road,  Suite  5-E
Las  Vegas,  NV  89118
     Attention:  Patrick  J.  Schmit

With  a  copy  to:               Golden  &  Silver,  LTD.
Ninth  Floor
3960  Howard  Hughes  Parkway
Las  Vegas,  NV  89146
Attention:  Jeffrey  Silver

All notices may be made by mail, personal delivery, courier service or facsimile
machine,  and  will  be  effective  upon  delivery.  Any  Member may change such
Person's  address  by  notice  to  each  other  Member.

8.8     COSTS.  If  the Company or any Member retains counsel for the purpose of
        -----
enforcing  or preventing the breach or any threatened breach of any provision of
this  Agreement or the Related Agreements or for any other remedy relating to it
or  them,  then  the  prevailing  party will be entitled to be reimbursed by the
nonprevailing party for all costs and expenses so incurred (including reasonable
attorneys'  fees,  costs  of  bonds, and fees and expenses for expert witnesses)
unless  the  arbitrator  or  other  trier  of  fact  determines otherwise in the
interest  of  fairness.

8.9     INDEMNIFICATION.  Each  Member  hereby  indemnifies  and  agrees to hold
        ---------------
harmless  the  Company and each other Member from any liability, cost or expense
arising  from or related to any act or failure to act of such Member which is in
violation  of  this  Agreement  or  the  Related  Agreements.

8.10     PARTIAL  INVALIDITY.  Wherever  possible,  each  provision  of  this
         -------------------
Agreement  will be interpreted in such manner as to be effective and valid under
applicable law.  However, if for any reason any one or more of the provisions of
this  Agreement are held to be invalid, illegal or unenforceable in any respect,
such  action  will  not  affect  any other provision of this Agreement.  In such
event,  this  Agreement  will  be  construed  as  if  such  invalid,  illegal or
unenforceable  provision  had  never  been  contained  in  it.

8.11     ENTIRE  AGREEMENT.  This  Agreement, together with its Exhibits and the
         -----------------
Related  Agreements,  which  are  incorporated by reference herein, contains the
entire  agreement  and  understanding of the Members with respect to its subject
matter,  and  it supersedes all prior written and oral agreements.  No amendment
of  this  Agreement  will  be  effective  for  any  purpose unless it is made in
accordance  with  Section  8.1.

8.12     BENEFIT.  The  obligations  of  each  Member  will  inure solely to the
         -------
benefit  of  the  other Members and the Company, without conferring on any other
Person  any  rights  of  enforcement  or  other  rights.


<PAGE>
8.13     BINDING  EFFECT.  This  Agreement  is  binding  upon, and inures to the
         ---------------
benefit  of,  the  Members  and their permitted successors and assigns; provided
that,  any Transferee will have only the rights specified in Section 13.6 of the
Operating  Agreement  unless  admitted as a substitute Member in accordance with
this  Agreement.

8.14     FURTHER ASSURANCES.  Each Member agrees, without further consideration,
         ------------------
to  sign and deliver such other documents of further assurance as may reasonably
be  necessary  to  effectuate  the  provisions of this Agreement and the Related
Agreements  .

8.15     HEADINGS.  Article  and  section  titles  have  been  inserted  for
         --------
convenience  of  reference only.  They are not intended to affect the meaning or
         -
interpretation  of  this  Agreement.

8.16     TERMS.  Terms  used with initial capital letters will have the meanings
         -----
specified,  applicable  to  both  singular and plural forms, for all purposes of
this Agreement.  All pronouns (and any variation) will be deemed to refer to the
masculine,  feminine  or neuter, as the identity of the Person may require.  The
singular  or  plural include the other, as the context requires or permits.  The
word  include (and any variation) is used in an illustrative sense rather than a
limiting  sense.

8.17     GOVERNING LAW; CONFLICTS WITH OPERATING AGREEMENT.  This Agreement will
         -------------------------------------------------
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Delaware  (except  to the extent preempted by any federal law or the gaming laws
of  any state or governmental agency having jurisdiction over the affairs of any
Member).  Any  conflict  or  apparent  conflict  between  this Agreement and the
Operating  Agreement  or  the  Act  will  be resolved in favor of this Agreement
except  as  otherwise  provided  in  this  Agreement  or as required by the Act.

8.18     BROKERS FEES.  The parties represent and warrant to one another that no
         ------------
brokers  fees will be due and owing by the Company or any Member to any party in
connection  with the subject matter of this Agreement or the Related Agreements.

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

ISLE  OF  CAPRI  CASINOS,  INC.
     a  Delaware  corporation


     By:  _________________________________________


     ARDENT  TECHNOLOGY,  L.L.C.
a  Nevada  limited  liability  company


     By:  _________________________________________
       Patrick  J.  Schmit,  President

<PAGE>

     SCHEDULE  OF  EXHIBITS
     ----------------------


EXHIBIT  A-  DEFINITIONS
EXHIBIT  B-  BUSINESS  PLAN
EXHIBIT  C-  ASSET  CONVEYANCE  AGREEMENT
EXHIBIT  D-  LICENSE  AGREEMENT
EXHIBIT  E-  SCHEDULE  OF  ADDITIONAL  CONTRIBUTIONS  AND  MILESTONES

<PAGE>
                                    EXHIBIT A
                                    ---------
                                   DEFINITIONS


ADDITIONAL  CONTRIBUTION:     A  capital  contribution  (other  than the Initial
Contribution)  that  a Member makes to the Company, as described in Section 3.3.

ASSET  CONVEYANCE  AGREEMENT:     The  agreement  of even date pursuant to which
Ardent  has  conveyed  certain  assets  to  the  Company.

AGREEMENT:     This  Agreement,  as  amended  from  time  to  time.

BUDGET:     The  annual  budget  for  the  Company.

BUSINESS  PLAN:     The  business plan of the Company, as contained in Exhibit B
hereto,  as  amended  or  revised  from  time  to  time.

CONFIDENTIAL  INFORMATION:     All  confidential  documents  and  information
concerning  the Company or its business, any Member or any Affiliate of a Member
furnished  to  a  Member  or  an Affiliate or the Company in connection with the
transactions  leading up to and contemplated by this Agreement and the operation
of  the  Company or its business, except to the extent that such information can
be  shown  to  have  been  (a) generally available to the public other than as a
result  of  a  breach  of  the  provisions of Section 8.4 of this Agreement; (b)
already  in  the  possession  of  the  receiving Person without restriction; (c)
lawfully disclosed to the receiving Person by a third party who is free lawfully
to  disclose  the  same;  or (d) independently developed by the receiving Person
without  use  of  any  Confidential  Information.

FAILURE  EVENT:     The  term  as  defined  in Section 3.3[b] of this Agreement.

FUTURE  DEVELOPMENTS:     The  term as defined in Section 3.2 of this Agreement.

INTELLECTUAL  PROPERTY:     The  intellectual  property  rights  or  interests,
including  the  patents,  trademarks, and copyrights, and applications therefor,
and  the  trade  secrets  or other proprietary matter, assigned by Ardent to the
Company  pursuant  to  the  Asset  Conveyance  Agreement.

ISLE FEE:     The fee payable to Isle pursuant to Section 5.2 of this Agreement.

INITIAL  CONTRIBUTION:     The  initial capital contribution that a Member makes
to  the  Company,  as  described  in  Section  3.1.

LICENSE:     The  License  for  the Intellectual Property granted by the Company
pursuant  to Section 5.1 of this Agreement and the License Agreement attached as
Exhibit  D.

NOTICE:     Written  notice  actually  given  pursuant  to  Section  8.7.

OPERATING  AGREEMENT:     The Operating Agreement of the Company dated as of the
date  of  the  Agreement,  as  amended  from  time  to  time.

REGULATORY  AUTHORITY:     The  term as defined in Section 7.1 of this Agreement

REGULATORY  REVIEW:     The  term  as  defined in Section 7.1 of this Agreement.

RELATED  AGREEMENTS     The  Operating Agreement, the Asset Conveyance Agreement
-------------------     --------------------------------------------------------
and  the  License.
------------------


































<PAGE>
                                   EXHIBIT  B
                                   ----------

                                  BUSINESS PLAN

<PAGE>
                                    EXHIBIT C
                                    ---------

                           ASSET CONVEYANCE AGREEMENT

<PAGE>
                                    EXHIBIT D
                                    ---------

     SCHEDULE  OF  ADDITIONAL  CONTRIBUTIONS  AND  MILESTONES

<PAGE>
                                   EXHIBIT  E
                                   ----------

                             LICENSE  AGREEMENT

<PAGE>