EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                DOMINIC ORSATTI

                                      AND

                        OLYMPIC ENTERTAINMENT GROUP, INC




As of January 15, 1997


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                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (this  "Agreement")  made as of January 15, 1997
between Olympic Entertainment Group, Inc., a Nevada corporation (the "Company"),
and Dominic  Orsatti  ("Executive").  Capitalized  words which are not otherwise
defined  herein shall have the  meanings  assigned to such words in Section 8 of
this Agreement.

                              W I T N E S S E T H:

     WHEREAS,  the Company desires to employ  Executive as Chairman of the Board
and Chief Executive  Officer and Executive desires to perform such duties on the
terms and conditions hereinafter set forth;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  Term of  Employment  Under  the  Agreement.  The  term  of  Executive's
employment  under this Agreement (the "Term") shall commence on January 15, 1997
(the  "Effective  Date") and shall continue  until the fifth  anniversary of the
Effective  Date.  For  purposes of this  Agreement,  "Contract  Year" means each
12-month  period during the term  beginning on the Effective Date or anniversary
thereof, and "Fiscal Year" means the Company's fiscal year.

     2. Employment During the Term. During the Term, Executive shall be employed
as the  Chairman  and Chief  Executive  Officer of the Company and shall  report
directly to the Board of Directors of the Company (the "Board"), and Executive's
duties and  responsibilities  to the Company shall be consistent in all respects
with such positions. During the Term, the Company will take all steps reasonably
necessary  to assure that  Executive  continue to be elected or appointed to the
Board.  Executive shall devote  substantially all of Executive's  business time,
attention,  skills and efforts  exclusively  to the  business and affairs of the
Company.  Executive's  principal  place of  employment  shall  be the  executive
offices of the  Company as  established  from time to time,  although  Executive
understands  and agrees  that he may be required to travel from time to time for
business purposes.

     3. Compensation During the Term.

          (a)  Base  Salary.  As  compensation  to  Executive  for all  services
rendered to the Company and its  subsidiaries,  the Company will pay Executive a
base salary (the "Base  Salary") at the rate of $480,000 per annum, a portion of
which  Executive  may decline until the  occurrence of certain  events set forth
hereinafter  ("Certain  Events").  Executive's  Base  Salary  will  be  paid  to
Executive in accordance with the Company's regular payroll practices  applicable
to its  executive  officers.  Executive's  rate of Base  Salary will be reviewed
annually  by the  Board and may be  increased  by the Board on the basis of such
review.




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          (b) Bonus.  Executive  shall be eligible to earn an annual  bonus (the
"Bonus")  for each whole or partial  Fiscal Year during the Term.  The Bonus for
each given  Fiscal  Year will be paid  within 90 days  following  the end of the
Fiscal  Year to which  such  Bonus  relates.  The Bonus  shall be based upon the
Company  achieving one or more performance  goals  established in good faith and
approved  by the Board  for such  Fiscal  Year.  The  performance  goal or goals
applicable  to the Bonus for the Fiscal Year of the Company  that  includes  the
Effective Date will be established  within 60 days following the Effective Date.
The  performance  goals  for the  Bonus  for  subsequent  Fiscal  Years  will be
established,  to the extent  practicable,  prior to the start of the  applicable
Fiscal Year,  but in no event later than 90 days following the  commencement  of
the Fiscal Year.  However,  should the performance  goal for any subsequent year
not be established for any reason, then the Bonus will remain the same as in the
prior  year.  The Bonus in effect on the day hereof is payment to  Executive  of
$10,000 per new affiliate signed and in compliance with the license agreement.

          (c)  Benefits.  During  the  Term,  Executive  shall  be  eligible  to
participate  in all welfare and fringe benefit plans and  arrangements  that the
Company provides to its executive employees in accordance with the terms of such
plans and  arrangements,  which shall be no less favorable to Executive,  in the
aggregate,  than the terms and provisions available to other executive employees
of the  Company.  Subject to  Executive's  insurability  at standard  commercial
rates,  in  lieu  of  Executive  participating  in the  Company's  regular  life
insurance programs, the Company agrees to maintain a whole life insurance policy
for Executive during the Term with a death benefit equal to 10 times Executive's
annual rate of Base Salary.

          (d) Expenses.  The Company will reimburse Executive in accordance with
its regular policies and practices for business expenses  reasonably incurred by
Executive in connection  with the  performance of Executive's  duties under this
Agreement,  subject to Executive's presentation of appropriate  documentation of
such expenses.

     4.  Long-Term  Incentive  Compensation.   In  order  to  align  Executive's
interests  more closely with those of the  Company's  stockholders,  the Company
will  offer the  following  long-term  incentive  compensation  arrangements  to
Executive, subject to the terms and conditions set forth below.

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          (a)  Stock  Option.   Subject  to  Section  4(b)  below,  as  soon  as
practicable  after the  Effective  Date,  the Company  will grant to Executive a
stock  option (the  "Option")  covering  800,000  shares of common  stock of the
Company (the "Common  Stock").  The per share exercise price of the Option shall
be Eighty percent (80%) of the per share Fair Market Value on the Granting Date.
The Option shall become vested and exercisable  with respect to 20% (160,000) of
the shares of Common Stock  subject  thereto on the Initial  Vesting Date and on
each of the second through fifth  anniversaries of the Effective Date,  provided
that  Executive has remained in the continuous  full-time  employ of the Company
through  each such  vesting  date.  The Option  will be subject to the terms and
provisions of the Option  Agreement  attached hereto and such other terms as the
Board may specify and set forth in the applicable Option Agreement.

          (b) Registration;  Reservation of Shares.  To the extent  practicable,
the Company will undertake to register the Option and the shares of Common Stock
underlying  the  Option on Form S-8  under  the  Securities  Act.  The  previous
sentence,  however,  shall not in any way be  construed as (i)  prohibiting  the
Company from  engaging in any  transaction  (including a  transaction  that will
result in a Change in Control),  (ii)  requiring the Company to file any reports
under the Exchange Act or to maintain its registration under the Exchange Act if
such registration is not otherwise  required or (iii) requiring the registration
of the Option and the shares of Common Stock  underlying  the Option on Form S-8
(or any other  form) if Form S-8 is not  available  to the  Company.  As soon as
practicable following the Effective Date, the Company shall reserve for issuance
800,000 shares of Common Stock for issuance in connection  with the grant of the
Option.

     5. Effect of Termination of Employment.

          (a) Right to Resign  Following  a Year One Change in  Control.  In the
event of a Year One Change in Control,  Executive shall have the right to resign
for any reason or for no stated reason during the Election Window.  In the event
of such a  resignation,  the Company  shall pay Executive the full amount of the
accrued  but  unpaid  Base  Salary  Executive  has  earned  through  the Date of
Termination, plus a cash payment (calculated on the basis of Executive's rate of
Base Salary then in effect) for all unused  vacation  time which  Executive  may
have accrued as of the Date of Termination.  In addition,  the Company shall pay
Executive on the Severance  Payment Date an "all in" cash lump sum payment of $5
million and the  aggregate  amount of any deferred Base Salary.  Executive  will
relinquish,  as of the Date of  Termination,  the  Option,  and the right to any
additional  payments or  benefits  from the Company  under this  Agreement.  The
provisions  of the Section  5(a) shall not apply if, at the time of  Executive's
resignation,  the Company is entitled to terminate  Executive's  employment  for
Cause.

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<PAGE>

          (b) Involuntary  Termination Prior to the Initial Vesting Date. In the
event of Executive's  Involuntary Termination prior to the Initial Vesting Date,
the Company  shall pay  Executive the full amount of the accrued but unpaid Base
Salary Executive has earned through the Date of Termination, plus a cash payment
(calculated on the basis of Executive's  rate of Base Salary then in effect) for
all unused  vacation  time which  Executive  may have  accrued as of the Date of
Termination.  In addition,  the Company  shall pay  Executive  on the  Severance
Payment  Date an "all in" cash lump sum payment of $5 million and the  aggregate
amount of any deferred Base Salary.  Executive will relinquish as of the Date of
Termination the Option and the right to any additional payments or benefits from
the Company under this Agreement.

          (c) Involuntary Termination On or After the Initial Vesting Date.

               (i) In the event of  Executive's  Involuntary  Termination  on or
          after the Initial  Vesting  Date,  the Company shall pay Executive the
          full amount of the accrued but unpaid Base Salary Executive has earned
          through the date of such Involuntary Termination,  plus a cash payment
          (calculated  on the basis of  Executive's  rate of Base Salary then in
          effect) for all unused  vacation time which Executive may have accrued
          as of the date of Involuntary  Termination.  In addition,  the Company
          shall pay  Executive  on the  Severance  Payment  Date a cash lump sum
          amount  equal to the sum of (i) the Base Salary  payable to  Executive
          for the remaining portion of the Term and (ii) Executive's annual rate
          of Base  Salary  (at the rate then in  effect,  including  deferments)
          times the number of whole and partial  Contract Years remaining in the
          Term.  In the  event of an  Involuntary  Termination  on or after  the
          Initial Vesting Date,  Executive will retain the portion of the Option
          that has vested on or prior to the Date of  Termination.  In addition,
          if Executive's employment is Involuntarily  Terminated (i) on or after
          the  Initial  Vesting  Date and (ii) on or after a Change  in  Control
          (other than a Year One Change in Control),  Executive  shall also vest
          in an  additional  portion  of the  Option on the Date of  Termination
          
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          determined by a fraction, the numerator of which is the number of days
          in such Fiscal Year up to and  including the Date of  Termination  and
          the  denominator  of which is 365 (the "Change in Control  Fraction").
          Executive  will  retain the number of shares of Common  Stock in which
          the Option was scheduled to vest on the  anniversary  of the Effective
          Date occurring on or immediately  following the Date of Termination by
          the Change in Control Fraction.  The vested portion of the Option will
          remain exercisable for 365 days following the Date of Termination. Any
          remaining  unvested  portion of the Option will be forfeited as of the
          Date of Termination.

               (ii) In the event of  Executive's  Involuntary  Termination on or
          after the Initial Vesting Date,  Executive and his eligible dependents
          shall  continue  to be  eligible  to  participate  during the  Benefit
          Continuation Period (as hereinafter  defined) in the medical,  dental,
          health and life insurance  plans  applicable to Executive  immediately
          prior to  Executive's  Involuntary  Termination  on the same terms and
          conditions  in  effect  for  Executive  and   Executive's   dependents
          immediately prior to such Involuntary Termination. For purposes of the
          previous  sentence,  "Benefit  Continuation  Period"  means the period
          beginning on the date of Date of  Termination  and ending on the first
          anniversary  of the  Date  of  Termination;  provided,  however,  that
          Executive's  coverage under such plans and  arrangements  shall end on
          the date that  Executive and  Executive's  dependents are eligible and
          elect coverage under the plans of a subsequent  employer which provide
          substantially   equivalent  or  greater   benefits  to  Executive  and
          Executive's dependents.  Following the end of the Benefit Continuation
          Period,   Executive   shall  be  eligible  to  elect  any   applicable
          "continuation  coverage"  under  the  Code as if the  last  day of the
          Benefit  Continuation  Period was the date of Executive's  "qualifying
          event" for such continuation coverage.

               (iii) Except as otherwise  provided in this Section  5(c),  as of
          the Date of  Termination,  Executive will  relinquish the right to any
          additional payments or benefits from the Company under this Agreement.

          (d) Termination  for Cause;  Resignation  Without Good Reason.  In the
event  Executive  resigns  without Good Reason or Executive is terminated by the
Company for Cause at any time during the Term,  the Company  shall pay Executive
the full  amount of the accrued  but unpaid  Base  Salary  Executive  has earned
through the Date of Termination, plus a cash payment (calculated on the basis of
Executive's  rate of Base Salary then in effect)  for all unused  vacation  time
which Executive may have accrued as of the Date of Termination. In addition, the
Company shall pay Executive on the Severance Payment Date an "all in" cash lump

                                        5



<PAGE>

sum payment of $5 million.  Executive will immediately forfeit as of the Date of
Termination the then unvested portion of the Option that have not been earned as
of the Date of Termination. Executive will retain the portion of the Option that
has vested on or prior to the Date of Termination which will remain  exercisable
for 365 days following the Date of Termination.

          (e) Death or Disability.  If Executive's  employment  with the Company
ends as a result of Executive's death or Disability during the Term, the Company
shall  pay  Executive  (or,  in the  event  of  Executive's  death,  Executive's
Beneficiary) the full amount of the accrued but unpaid Base Salary Executive has
earned through the Date of Termination,  plus a cash payment  (calculated on the
basis of Executive's rate of Base Salary then in effect) for all unused vacation
time  which  Executive  may  have  accrued  as of the  Date of  Termination.  In
addition,  the Company  shall pay  Executive  (or,  in the event of  Executive's
death,  Executive's  Beneficiary) on the Severance Payment Date an "all in" cash
lump sum payment of $5 million.  Executive will retain the portion of the Option
that  has  vested  on or  prior to the Date of  Termination  which  will  remain
exercisable  in  accordance  with the  provisions  of the Option  Agreement.  In
addition, in the event of Executive's death, the Option will continue to vest in
accordance  with the  provisions  of the Option  Agreement  during the  12-month
period beginning on the date of Executive's  death. Any remaining portion of the
Option  which has not vested by the end of the period  described in the previous
sentence will be forfeited.  Except as otherwise  provided in this Section 5(e),
as of the  Date of  Termination,  Executive  will  relinquish  the  right to any
additional payments or benefits from the Company under this Agreement.

          (f) Date and Notice of  Termination.  Any  termination  of Executive's
employment by the Company for cause (as defined  herein) or by Executive  during
the Term shall be  communicated  by a notice of  termination  to the other party
hereto (the "Notice of  Termination").  The Notice of Termination shall indicate
the specific  termination  provision in this Agreement relied upon and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis  for  termination  of  Executive's   employment  under  the  provision  so
indicated.  The date of Executive's  termination of employment  with the Company
and its subsidiaries (the "Date of Termination") shall be determined as follows:

               (i) if  Executive's  employment  is  terminated  for  Disability,
          thirty  (30)  days  after a Notice  of  Termination  is  delivered  to
          Executive  by the  Company  (provided  that  Executive  shall not have
          returned to the full-time  performance  of  Executive's  duties during
          such thirty (30) day period),



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               (ii) if Executive's employment is terminated by the Company in an
          Involuntary  Termination,  the  date  the  Notice  of  Termination  is
          delivered to Executive by the Company,

               (iii) if Executive's  employment is terminated by the Company for
          Cause, subject to the applicable cure provisions, the date such notice
          is delivered to Executive by the Company and

               (iv) if Executive  resigns during the Election  Window,  the date
          the Notice of Termination is delivered to the Company by Executive. If
          the basis  for  Executive's  Involuntary  Termination  is  Executive's
          resignation for Good Reason, the Date of Termination shall be, subject
          to the  applicable  cure  provisions,  ten (10)  days  after  the date
          Executive's  Notice of  Termination  is  delivered  to the  Company by
          Executive.  The Date of  Termination  for a resignation  of employment
          other than for Good Reason other than during the Election Window shall
          be the date the Notice of Termination is delivered to Executive by the
          Company.  The Date of Termination  in the event of  Executive's  death
          shall be the date of Executive's death. If Executive's employment ends
          as a result of the  expiration  of the Term,  the Date of  Termination
          shall be the last day of the Term.

          (g) No  Mitigation.  Executive  shall not be required to mitigate  the
amount of any payment provided for in this Agreement by seeking other employment
or  otherwise,  nor shall the amount of any payment or benefit  provided  for in
this Agreement be reduced by any compensation  earned by Executive as the result
of employment by another employer.

     6. Additional Payment.

          (a) Gross-Up Payment. Notwithstanding anything herein to the contrary,
if it is determined  that any Payment would be subject to the excise tax imposed
by the Code or any interest or  penalties  with respect to such excise tax (such
excise tax, together with any interest or penalties thereon,  is herein referred
to as an "Excise  Tax"),  then  Executive  shall be  entitled  to an  additional
payment (a  "Gross-Up  Payment")  in an amount that will place  Executive in the
same after-tax economic position that Executive would have enjoyed if the Excise
Tax had not applied to the Payment.  The amount of the Gross-Up Payment shall be
determined by such formula as the  Accounting  Firm deems  appropriate  which is
intended to achieve the same result.

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          (b)  Determination of Gross-Up  Payment.  Subject to the provisions of
Section 5, all determinations required under this Section 6, including whether a
Gross-Up  Payment is required,  the amount of the Payments  constituting  excess
parachute payments, and the amount of the Gross-Up Payment, shall be made by the
Accounting Firm, which shall provide detailed  supporting  calculations  both to
Executive  and the  Company  within  fifteen  (15) days of the Change in Control
Date,  Executive's  Date of Termination  after the Change in Control Date or any
other  date  reasonably  requested  by  Executive  or the  Company  on  which  a
determination under this Section 6 is necessary or advisable.  The Company shall
pay to Executive the initial  Gross-Up  Payment  within 5 days of the receipt by
Executive  and  the  Company  of the  Accounting  Firm's  determination.  If the
Accounting  Firm  determines  that no Excise Tax is payable  by  Executive,  the
Company shall cause the  Accounting  Firm to provide  Executive  with an opinion
that  the  Accounting  Firm  has  substantial   authority  under  the  Code  and
Regulations  not to report an  Excise  Tax on  Executive's  federal  income  tax
return. Any determination by the Accounting Firm shall be binding upon Executive
and the Company.  If the initial  Gross-Up  Payment is insufficient to cover the
amount of the Excise Tax that is ultimately  determined to be owing by Executive
with respect to any Payment (hereinafter an "Underpayment"),  the Company, after
exhausting  its  remedies  under  Section  6(c)  below,  shall  promptly  pay to
Executive an additional Gross-Up Payment in respect of the Underpayment.

          (c)  Procedures.  Executive shall notify the Company in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Company of a Gross-Up Payment. Such notice shall be given as soon
as practicable after Executive knows of such claim and shall apprise the Company
of the  nature of the claim and the date on which the claim is  requested  to be
paid.  Executive  agrees  not to pay  the  claim  until  the  expiration  of the
thirty-day period following the date on which Executive notifies the Company, or
such shorter  period ending on the date the Taxes with respect to such claim are
due (the "Notice Period"). If the Company notifies Executive in writing prior to
the  expiration  of the Notice  Period  that it  desires  to contest  the claim,
Executive  shall: (i) give the Company any information  reasonably  requested by
the Company relating to the claim;  (ii) take such action in connection with the
claim as the Company may  reasonably  request,  including,  without  limitation,
accepting  legal  representation  with  respect  to such  claim  by an  attorney
reasonably selected by the Company and reasonably acceptable to Executive; (iii)
cooperate  with the  Company in good  faith in  contesting  the claim;  and (iv)
permit the  Company to  participate  in any  proceedings  relating to the claim.
Executive  shall  permit the Company to control all  proceedings  related to the

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claim and,  at its  option,  permit  the  Company to pursue or forgo any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in respect of such claim.  If  requested  by the  Company,  Executive
agrees  either to pay the tax  claimed and sue for a refund or contest the claim
in any  permissible  manner and to  prosecute  such  contest to a  determination
before any administrative  tribunal,  in a court of initial  jurisdiction and in
one or more appellate courts as the Company shall determine;  provided, however,
that,  if the Company  directs  Executive to pay such claim and pursue a refund,
the  Company  shall  advance  the  amount of such  payment  to  Executive  on an
after-tax and interest-free basis (the "Advance").  The Company's control of the
contest  related to the claim  shall be  limited  to the  issues  related to the
Gross-Up  Payment and Executive  shall be entitled to settle or contest,  as the
case may be, any other issues  raised by the Internal  Revenue  Service or other
taxing  authority.  If the Company does not notify Executive in writing prior to
the end of the Notice  Period of its desire to contest  the claim,  the  Company
shall pay to Executive an additional  Gross- Up Payment in respect of the excess
parachute  payments that are the subject of the claim,  and Executive  agrees to
pay the  amount  of the  Excise  Tax  that is the  subject  of the  claim to the
applicable taxing authority in accordance with applicable law.

          (d)  Repayments.  If,  after  receipt  by  Executive  of  an  Advance,
Executive  becomes  entitled to a refund with respect to the claim to which such
Advance  relates,  Executive  shall pay the  Company  the  amount of the  refund
(together  with any interest  paid or credited  thereon  after Taxes  applicable
thereto).  If, after receipt by Executive of an Advance, a determination is made
that Executive shall not be entitled to any refund with respect to the claim and
the Company  does not  promptly  notify  Executive  of its intent to contest the
denial of refund,  then the amount of the  Advance  shall not be  required to be
repaid by  Executive  and the  amount  thereof  shall  offset  the amount of the
additional Gross-Up Payment then owing to Executive.

          (e) Further Assurances. The Company shall indemnify Executive and hold
Executive harmless, on an after-tax basis, from any costs, expenses,  penalties,
fines,  interest or other  liabilities  ("Losses")  incurred by  Executive  with
respect to the  exercise by the Company of any of its rights  under this Section
6, including,  without limitation,  any Losses related to the Company's decision
to contest a claim or any imputed income to Executive resulting from any Advance
or action  taken on  Executive's  behalf by the Company  hereunder.  The Company
shall pay all legal fees and expenses  incurred  under this Section 6, and shall
promptly reimburse  Executive for the reasonable  expenses incurred by Executive
in  connection  with any actions taken by the Company or required to be taken by
Executive hereunder.  The Company shall also pay all of the fees and expenses of
the  Accounting  Firm,  including,  without  limitation,  the fees and  expenses
related to the opinion referred to in Section 6(b).

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     7. Successors; Binding Agreement; Attorneys Fees.

          (a)  Assumption by  Successor.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially  all of the business or assets of the Company  expressly to
assume  and to agree in  writing,  with a copy to  Executive,  to  perform  this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such succession had taken place; provided, however,
that no such assumption shall relieve the Company of its obligations  hereunder.
As used in this Agreement,  the "Company" shall mean the Company as hereinbefore
defined and any  successor to its  business  and/or  assets as  aforesaid  which
assumes and agrees to perform this Agreement by operation of law or otherwise.

          (b)  Enforceability;  Beneficiaries.  This Agreement  shall be binding
upon  and  inure  to  the  benefit  of  Executive  (and   Executive's   personal
representatives  and heirs) and the Company and any organization  which succeeds
to substantially all of the business or assets of the Company,  whether by means
of merger, consolidation,  acquisition of all or substantially all of the assets
of the Company or otherwise,  including,  without  limitation,  as a result of a
Change in Control or by  operation  of law.  This  Agreement  shall inure to the
benefit of and be enforceable by Executive's personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees or other  Beneficiary.  If Executive  should die while any amount would
still be payable to Executive  hereunder if Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Executive's Beneficiary.

     8. Definitions. For purposes of this Agreement, the following capitalized
words shall have the meanings set forth below:

     "Accounting Firm" shall mean Houldsworth, Russo & Company or,
if such firm is unable or  unwilling to perform  such  calculations,  such other
national  accounting firm as shall be designated by agreement  between Executive
and the Company.

     "Beneficiary"  shall mean the person or persons  designated by Executive in
writing to receive any benefits  payable to Executive  hereunder in the event of
Executive's death or, if no such persons are so designated,  Executive's estate.
No  Beneficiary  designation  shall be  effective  unless it is in  writing  and
received by the Company prior to the date of Executive's death.

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<PAGE>

     "Cause" shall mean a termination of Executive's  employment during the Term
which is a result of (i) Executive's  felony  conviction or Executive's  plea of
"no contest" to a felony,  (ii) Executive's willful disclosure of material trade
secrets or other material  confidential  information  related to the business of
the Company and its  subsidiaries,  or (iii)  Executive's  willful and continued
failure substantially to perform Executive's duties with the Company (other than
any such failure resulting from Executive's incapacity due to physical or mental
illness or any such actual or anticipated  failure  resulting from a resignation
by Executive for Good Reason) after a written demand for substantial performance
is delivered to Executive by the Board, which demand specifically identifies the
manner  in  which  the  Board  believes  that  Executive  has not  substantially
performed  Executive's  duties,  and  which  performance  is  not  substantially
corrected by Executive  within 10 days of delivery of such demand to  Executive.
For purposes of the previous  sentence,  no act or failure to act on Executive's
part shall be deemed  "willful" unless done, or omitted to be done, by Executive
not in good faith and  without  reasonable  belief  that  Executive's  action or
omission was in the best interest of the Company. Notwithstanding the foregoing,
Executive shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered to Executive a copy of a resolution duly adopted
by the Board at a meeting of the Board called and held for such  purpose  (after
reasonable  notice to Executive and an opportunity for Executive,  together with
Executive's  counsel,  to be heard  before the Board),  finding that in the good
faith opinion of the Board  Executive  were guilty of conduct set forth above in
clause (i), (ii) or (iii) of the first  sentence of this section and  specifying
the particulars thereof in reasonable detail.

     "Change in  Control"  shall  mean a change in  control of the  Company of a
nature  that  would be  required  to be  reported  in  response  to Item 6(e) of
Schedule 14A of Regulation 14A  promulgated  under the Exchange Act,  whether or
not  the  Company  is then  subject  to such  reporting  requirement;  provided,
however,  that,  anything in this Agreement to the contrary  notwithstanding,  a
Change in  Control  shall be deemed to have  occurred  if:  (i) any  individual,
partnership, firm, corporation,  association, trust, unincorporated organization
or other entity or person, or any syndicate or group deemed to be a person under
Section  14(d)(2) of the Exchange Act, is or becomes the "beneficial  owner" (as
defined in Rule 13d-3 of the General  Rules and  Regulations  under the Exchange
Act), directly or indirectly,  of securities of the Company  representing 30% or
more of the combined voting power of the Company's then  outstanding  securities
entitled to vote in the election of  directors  of the Company;  (ii) during any
period of two (2)  consecutive  years (not  including  any  period  prior to the

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<PAGE>

execution of this  Agreement)  individuals  who at the  beginning of such period
constituted  the Board and any new  directors,  whose  election  by the Board or
nomination for election by the Company's  stockholders was approved by a vote of
at least a majority  of the  directors  then  still in office  who  either  were
directors at the  beginning of the period or whose  election or  nomination  for
election  was  previously  so  approved,  cease for any reason to  constitute  a
majority thereof; (iii) there occurs a reorganization,  merger, consolidation or
other corporate  transaction  involving the Company (a  "Transaction"),  in each
case, with respect to which the stockholders of the Company immediately prior to
such Transaction do not,  immediately  after the  Transaction,  own more than 50
percent  of the  combined  voting  power of the  Company  or  other  corporation
resulting from such Transaction;  (iv) all or substantially all of the assets of
the Company are sold, liquidated or distributed.

     "Change in Control Date" shall mean the date on which the Change in Control
occurs.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and any
successor provisions thereto.

     "Disability"  shall mean (i)  Executive's  incapacity  due to  physical  or
mental  illness  which  causes   Executive  to  be  absent  from  the  full-time
performance  of  Executive's  duties with the  Company  for six (6)  consecutive
months,  and (ii)  Executive's  failure to return to  full-time  performance  of
Executive's  duties for the Company within thirty (30) days after written Notice
of Termination  due to Disability is given to Executive.  Any question as to the
existence of Executive's  Disability upon which Executive and the Company cannot
agree shall be  determined  by a  qualified  independent  physician  selected by
Executive  (or, if Executive is unable to make such  selection,  such  selection
shall be made by any adult member of Executive's immediate family), and approved
by the  Company.  The  determination  of such  physician  made in writing to the
Company and to Executive  shall be final and conclusive for all purposes of this
Agreement.

     "Election  Window"  shall mean the  thirty-day  period  beginning  180 days
following  the  Change in  Control  Date  applicable  to the Year One  Change in
Control.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and any successor provisions thereto.

     "Good Reason" shall mean a resignation of Executive's employment during the
Term as a result  of any of the  following:  (i) a  meaningful  and  detrimental
alteration  in  Executive's  position,  titles,  responsibilities  or  reporting
responsibilities from that contemplated under this Agreement; provided, however,
that a change in Executive's  position,  titles,  responsibilities  or reporting
responsibilities  as a result  of or in  connection  with a Year One  Change  in
Control  shall not  constitute  an event of Good  Reason  for  purposes  of this
Agreement;  (ii) the  failure of the Company to obtain an  agreement  reasonably
satisfactory to Executive from any successor to assume and agree to perform this
Agreement, as contemplated in Section 7(a) hereof; or (iii) the reduction by the

                                       12

<PAGE>

Company in Executive's  annual rate of Base Salary or the failure of the Company
to pay Executive in the time and manner  contemplated  by Section 3(b) above the
Bonus earned by Executive; or (iv) the failure of the Company to grant Executive
the  Option,  in each  case,  in the  manner  contemplated  by  Section 4 above;
provided,  however,  that the  failure  of the  stockholders  of the  Company to
approve the Option grant shall in no event constitute Good Reason hereunder; and
provided further,  that an event described in this sentence shall not constitute
Good Reason  unless it is  communicated  by  Executive to the Company in writing
within  thirty  days of the date  Executive  knows or has reason to know of such
event  and is not  corrected  by the  Company  in a manner  which is  reasonably
satisfactory to Executive (including full retroactive correction with respect to
any monetary matter) within 10 days of the date of Executive's  delivery of such
written notice to the Company.

     "Initial Vesting Date" shall mean the following: 1) In the event a Year One
Change in Control  occurs,  the  earlier to occur of (i) the  expiration  of the
Election  Window and (ii) 18 months after the  Effective  Date,  but in no event
prior to the later to occur of the first  anniversary  of the Effective Date and
the date of the stockholder approval contemplated by Section 4(b) hereof; and 2)
In the event a Year One Change in Control does not occur, the first  anniversary
of the Effective Date.

     "Involuntary   Termination"  shall  mean  (i)  Executive's  termination  of
employment  by the  Company  and  its  subsidiaries  other  than  for  Cause  or
Disability or (ii)  Executive's  resignation of employment  with the Company and
its subsidiaries for Good Reason.

     "Payment"  means  (i)  any  amount  due or  paid to  Executive  under  this
Agreement,  (ii) any  amount  that is due or paid to  Executive  under any plan,
program or arrangement of the Company and its subsidiaries  (including,  without
limitation,  under the  equity  plans of the  Company),  and (iii) any amount or
benefit  that is due or payable to Executive  under this  Agreement or under any
plan,  program or arrangement of the Company and its  subsidiaries not otherwise
covered  under  clause (i) or (ii) hereof  which must  reasonably  be taken into
account under Section 280G of the Code and the  Regulations in  determining  the
amount of the "parachute  payments"  received by Executive,  including,  without
limitation,  any  amounts  which must be taken into  account  under the Code and
Regulations  as a result of (A) the  acceleration  of the vesting of any option,


                                       13

<PAGE>

restricted  stock or other  equity award  granted  hereunder or under any equity
plan of the Company,  (B) the  acceleration  of the time at which any payment or
benefit is  receivable  by  Executive or (C) any  contingent  severance or other
amounts that are payable to Executive.

     "Regulations"  shall mean the  proposed,  temporary  and final  regulations
under the Code or any successor provisions thereto.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and any
successor provisions thereto.

     "Severance  Payment Date" shall mean five business days following the later
to occur of (i) the Date of Termination  applicable  under Section 5(a), 5(b) or
5(c), as the case may be, and (ii) the date that all  outstanding  principal and
interest on the Loan has been repaid in full.

     "Taxes"  shall  mean the  federal,  state and local  income  taxes to which
Executive is subject at the time of  determination,  calculated  on the basis of
the  highest  marginal  rates then in  effect,  plus any  additional  payroll or
withholding taxes to which Executive is then subject.

     "Year One Change in Control" shall mean a Change in Control occurring on or
prior to the first anniversary of the Effective Date.

     9.  Notice.  For the  purpose  of this  Agreement,  notices  and all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
Board of Directors,  Olympic  Entertainment Group, Inc. 2001 East Flamingo Road,
Suite 100, Las Vegas, Nevada, 89112 with a copy to legal counsel of the Company,
or to Executive  at the address set forth on the last page of this  Agreement or
to such other address as either party may have furnished to the other in writing
in  accordance  herewith,  except  that  notice of change  of  address  shall be
effective only upon receipt.

                                       14

<PAGE>


     10. Miscellaneous.

     (a)  Amendments,  Waivers,  Etc.  No  provision  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance  with, any condition or provision of
this  Agreement  to be performed by such other party shall be deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not  expressly set forth in this  Agreement  and this  Agreement
shall supersede all prior agreements, negotiations, correspondence, undertakings
and communications of the parties,  oral or written, with respect to the subject
matter hereof.

     (b) Validity.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     (c) Representation. Executive hereby represents and warrants to the Company
that the  execution  and delivery by Executive of this  Agreement to the Company
will not breach the terms of any contract,  agreement or  understanding to which
Executive is a party. Executive further acknowledges and agrees that a breach of
this  representation by Executive shall render this Agreement void ab initio and
of no further force and effect.

     (d) Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     (e)  Withholding.  Amounts paid to Executive  hereunder shall be subject to
all applicable federal, state and local wage withholding.

     (f) Source of Payments.  All payments  provided under this Agreement (other
than payments made pursuant to a plan which  provides  otherwise or as otherwise
expressly provided  hereunder),  shall be paid in cash from the general funds of
the Company, and no special or separate fund shall be established,  and no other
segregation  of assets made, to assure  payment.  Executive  will have no right,
title or interest whatsoever in or to any investments which the Company may make
to aid it in meeting its  obligations  hereunder.  To the extent that any person
acquires a right to receive  payments  from the  Company  hereunder,  such right
shall be no greater than the right of an unsecured creditor of the Company.

                                       15

<PAGE>


     (g) Headings.  The headings contained in this Agreement are intended solely
for  convenience  of reference and shall not affect the rights of the parties to
this Agreement.

     (h) Arbitration  and Expenses.  Any controversy or claims arising out of or
relating  to this  Agreement  or the  breach of this  Agreement  that  cannot be
resolved  by  Executive  and  the  Company,  including  any  dispute  as to  the
calculation  of  Executive's  benefits  or  any  payments  hereunder,  shall  be
submitted to  arbitration  in Los Angeles under the  supervision of the American
Arbitration Association ("AAA") by one arbitrator to be mutually selected by the
Company and Executive,  with the AAA to appoint an arbitrator experienced in the
resolution  of executive  employment  disputes in the event that the parties are
unable  to  agree  on  the  selection  of  an  arbitrator.  The  proceedings  at
arbitration  shall be  confidential,  and all  documents  and other  information
relating to the arbitration  shall not be disclosed to any third party except as
required by law. The award of the arbitrator  shall be final and conclusive upon
the parties,  and the parties shall not contest or seek relief from the award in
any court.  Judgment  upon the  arbitration  award may be  rendered in any court
having  jurisdiction  thereof,  or  application  may be made to such court for a
judicial  acceptance of the award and an order of  enforcement,  as the case may
be.  The  Company  shall pay or  reimburse  Executive  for any and all costs and
expenses reasonably incurred by Executive (including arbitration costs and legal
fees and  expenses) in  clarifying  or enforcing  Executive's  rights under this
Agreement if  Executive  prevails on the merits of the claim in respect of which
such legal fees and expenses are incurred,  and Executive shall pay or reimburse
the  Company  for any and all  costs and  expenses  reasonably  incurred  by the
Company (including  arbitration costs and legal fees and expenses) in clarifying
or  enforcing  its rights under this  Agreement  if the Company  prevails on the
merits of the  claim in  respect  of which  such  legal  fees and  expenses  are
incurred.

     (i)  Governing  Law.  The  validity,   interpretation,   construction,  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
California applicable to contracts entered into and performed in such State.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the date first above written.


                                           -------------------------------------
                                           Dominic Orsatti


                                           OLYMPIC ENTERTAINMENT GROUP, INC.


                                           -------------------------------------
                                           By:   Michael E. Marcovsky, President

                                       16