**Exhibit 14**

 

**Alliance Gaming CorporationCode of Ethics and Business Conduct**

 

**I.****                                      Generalpolicy**

 

A.                                   Itis the policy of Alliance Gaming Corporation and its subsidiaries andaffiliates (collectively, the “Company”) to conduct their businesses withhonesty and integrity and in compliance with applicable laws, rules, andregulations. The Company is strongly committed to the highest standards ofethical conduct in every aspect of its dealings with its constituencies,employees, customers, regulators, suppliers, stockholders, communities andcompetitors, and will rigorously enforce compliance with its policies andprocedures.

 

B.                                     Aspart of its commitment to ethical business practices, the Alliance GamingCorporation board of directors (the “Board”) has adopted this Code of Ethicsand Business Conduct (the “Code”) for all directors, officers, and employees ofthe Company. The Company also issues policy statements that provide specificguidance relative to business ethics. Ethics-oriented policies include, withoutlimitation, the following titles:

 

Conflicts of InterestGifts and PaymentsAntitrust and Unfair Trade PracticesPolitical Activities and ContributionsInsider TradingDealings with Government Officials

 

These policies are in the Alliance GamingCorporation Policy Manual and are incorporated in this Code of Ethics andBusiness Conduct by reference.

 

References to “employees” in this Codeinclude all Company officers, including the Chief Executive Officer and theChief Financial Officer.

 

C.                                     Directorsand all levels of employees must conduct Company business within the letter andthe spirit of this Code and all applicable laws, rules, and regulations,including insider trading laws. Transactions in Company securities are governedby the Company’s Insider Trading Policy. The Company does business in a highlyregulated industry and is subject to public scrutiny and frequent investigationby law enforcement agencies. Dealings of questionable legality and with peopleof doubtful character or integrity must be avoided. Even a hint of improprietycan jeopardize the Company’s licenses and its ability to do business. TheCompany cannot tolerate conduct that violates or attempts to evade any law,rule, regulation, Company policy or procedure, or this Code, nor can the Companycondone conduct that is or appears to be unethical. No one should take unfair

 

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advantage ofanother individual through manipulation, concealment, abuse of privilegedinformation, or misrepresentation of material facts or any other unfair dealingpractice. Every employee with supervisory responsibilities shall encourageethical behavior and ensure that each subordinate understands and adheres tothis Code.

 

D.                                    Nocode or policy can anticipate every situation or provide definitive answers toall questions that may arise. Accordingly, this Code is intended to focus eachdirector and employee on areas of ethical risk, to provide guidance to helpthem recognize and deal with ethical issues, to establish mechanisms to reportunethical conduct and to help foster the Company’s values and operatingprinciples. When in doubt about the best course of action, employees areencouraged to bring questions about particular circumstances to the attentionof the Company’s legal department, unless a particular policy or this Codedirects otherwise. Directors are encouraged to bring questions about particularcircumstances that may implicate one or more of the provisions of this Code tothe attention of the Chairs of the Audit or Governance Committees, asappropriate, who may consult with inside or outside legal counsel.

 

**II.****                                  Administration**

 

A.                                   TheOffice of the General Counsel is responsible for the overall design,development, and management of the Company’s ethics and business conductprogram, with appropriate support from the Human Resources Department and othermembers of management as the General Counsel may direct.

 

B.                                     TheHuman Resources Department shall distribute the Code and the policy statementsand any revisions to all directors and employees and to any others as the HumanResources Department deems appropriate or as the Office of the General Counselmay direct.

 

**III.****                              Reportsand Inquiries.**

 

A.                                   TheCompany encourages directors and employees to make inquiries, expresswork-related personal concerns regarding ethics issues and report violationsand suspected violations of business ethics, law, rules, regulations, policies,or procedures, without fear of retribution or retaliation for making suchreports or inquiries.

 

B.                                     Ifyou believe in good faith or know of any violation of any applicable law, ruleor regulations or other violation of this Code, report it immediately asprovided for in Section IX–Reporting. If you are uncertain about the proprietyof conduct in a particular situation, consult the Office of the GeneralCounsel.

 

C.                                     Nodirector or employee will suffer retaliation for making a report or inquiry.Reports and inquiries will be handled with the highest degree ofconfidentiality possible, except, for example, where disclosure is required bylaw or legal process

 

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or isnecessary to allow an outside governmental agency to investigate the complaint.

 

**IV.****                             Confidentiality**

 

Directors andemployees should maintain the confidentiality of information entrusted to themby the Company or its customers, except when disclosure is authorized orrequired by applicable laws, rules or regulations. “Confidential information”includes, but is not limited to, all non-public information and records relatedto the Company and its business, customers, or suppliers that comes to adirector or an employee in the course of performing his or herresponsibilities, that might be of use to competitors or harmful to the Companyor its business, if disclosed.

 

**V.****                                 Conflictof Interest**

 

A.                                   Itis the Company’s policy that all directors and employees avoid business andpersonal situations that may give rise to a conflict of interest. A “conflictof interest” occurs when an individual’s private interest interferes with—ormay appear to interfere—with the interests of the Company as a whole. Conflictsof interest also arise when a director or an employee, or a member of his orher immediate family, receives improper personal benefits as a result of his orher position with the Company. “Immediate family” includes a person’s spouse,parents, children, siblings, mothers and fathers-in-law, sons anddaughters-in-law, brothers and sisters-in-law, and anyone (other thanemployees) who share such person’s home.

 

B.                                     TheCode does not attempt to describe all possible conflicts of interest that coulddevelop. Some of the more common conflicts of interest are set forth below:

 

•                  adirector or an employee takes actions or has interests that may make itdifficult to perform his or her work on behalf of the Company objectively andeffectively;

 

•                  adirector or an employee engages in conduct or activities that are inconsistentwith the Company’s best interests or that disrupt or impair the Company’srelationship with any person or entity with which the Company has entered orproposes to enter into a business or contractual relationship;

 

•                  adirector or an employee has a direct or indirect interest in a transactionwhere the Company is or may become a party, property that the Company mayacquire or an entity with which the Company does or may do business, exceptwhere full disclosure of the facts is made to the Company as provided for inSection IX—Reporting; or

 

•                  adirector or an employee or member of his or her immediate family acceptscompensation or a gift from persons or entities where any such compensation orgift is being made as a result of his or her position with the Company or in

 

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order to influence his or her actions in his or her position with theCompany, or where acceptance of the compensation or gift creates the appearanceof a conflict of interest.

 

C.                                     Anysituation that may reasonably be expected to involve a conflict of interestshould be disclosed as provided for in Section IX—Reporting. Because conflictsof interest may not always be clear-cut, employees are encouraged to bringquestions about particular situations to the attention of the senior HumanResources representative or to the Office of the General Counsel. Directorsshould address any questions to the Chief Executive Officer or the Office ofthe General Counsel.

 

**VI.****                             CompanyAssets and Corporate Opportunities**

 

A.                                   Companyassets, such as information, supplies, equipment, materials, intellectualproperty, software, hardware, and facilities, among other Company propertiesand assets, are valuable resources owned, leased, or licensed by or otherwisebelonging to the Company and are to be used solely for Company purposes.Safeguarding this property from loss, damage, or theft is the responsibility ofall directors and employees. No person may take Company property or assets forpersonal use or gain, nor may Company property or assets be given away, sold,or traded without proper authorization.

 

B.                                     Directorsand employees owe a duty to the Company to advance its legitimate interestswhen the opportunity so arises. Directors and employees may not: (i) takefor themselves personally opportunities that are discovered through the use ofthe Company’s property, information, or position, (ii) use Companyproperty, information, or position for personal gain, or (iii) competewith the Company. A permitted exception to this policy exists if, after fulldisclosure of the facts as provided for in Section IX—Reporting to thedisinterested members of the Board or senior management, as appropriate,determine that the Company will not pursue the opportunity.

 

**VI.****                             PublicReporting**

 

Employees areresponsible for the accurate and complete reporting of financial informationwithin their respective areas of responsibility and for the timely notificationto the applicable supervisor or officer of significant transactions and thepeople involved, trends, and other financial or non-financial information thatmay be material to the Company. Employees are also responsible for timelyreports of other information not necessarily of a financial nature that couldhave a significant impact on the Company’s business, financial condition, orresults of operations. Reports and documents that the Company filed with orsubmits to the Securities and Exchange Commission and the New York StockExchange, and other public communications, should contain full, fair, accurate,timely, and understandable disclosure.

 

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**VII.****                         SeniorFinancial Officers**

 

A.                                   ThisSection VII applies to the Company’s Chief Executive Officer, Chief FinancialOfficer, and Chief Accounting Officer, as well as the chief accounting officersof the various business units (collectively, the “Senior Financial Officers”).Senior Financial Officers are encouraged to bring questions about particularcircumstances that may involve one or more of the provisions of this SectionVII to the attention of the Chair of the Audit Committee, who may consult withinside or outside legal counsel as appropriate. As employees of the Company,Senior Financial Officers are also covered by, and expected to comply with, allother sections of this Code.

 

B.                                     SeniorFinancial Officers are responsible for the accurate and reliable preparationand maintenance of the Company’s financial records. Accurate and reliablepreparation of financial records is of critical importance to proper managementdecisions and the fulfillment of the Company’s financial, legal, and reportingobligations. Diligence in accurately preparing and maintaining the Company’srecords allows the Company to fulfill its reporting obligations and to providestockholders, governmental authorities and the general public with full, fair,accurate, timely, and understandable disclosure. Senior Financial Officers areresponsible for establishing and maintaining adequate disclosure controls andprocedures and internal controls and procedures, including procedures which aredesigned to enable the Company to accurately document and account fortransactions on the books and records of the Company, and for maintainingreports, vouchers, bills, invoices, payroll and service records, businessmeasurement and performance records, and other essential data with care andhonesty.

 

**VIII.****                     Director Responsibilities**

 

A.                                   TheBoard represents the interests of stockholders, as owners of a corporation, inoptimizing long-term value by overseeing management performance on thestockholders’ behalf. The Board’s responsibilities in performing this oversightfunction include a duty of care and a duty of loyalty.

 

B.                                     Adirector’s duty of care refers to the responsibility to exercise appropriatediligence in overseeing the management of the Company, making decisions, andtaking other actions. In meeting the duty of care, directors are expected to:

 

•                  *Attend and participate in board and committeemeetings*. Personal participation is required. Directors may not voteor participate by proxy.

 

•                  *Remain properly informed about the corporation’sbusiness and affairs*. Directors should review and devote appropriatetime to studying board materials.

 

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•                  *Rely on others*. Absent knowledge thatmakes reliance unwarranted, directors may rely on board committees, management,employees, and professional advisors.

 

•                  *Make inquiries.*Directors should makeinquiries about potential problems that come to their attention and follow upuntil they are reasonably satisfied that management is addressing themappropriately.

 

C.                                     Adirector’s duty of loyalty refers to the responsibility to act in good faithand in the Company’s best interests, not the interests of the director, afamily member, or an organization with which the director is affiliated.Directors should not use their positions for personal gain. The duty of loyaltymay be relevant in cases of conflict of interest and corporate opportunities.

 

**IX.****                            ****Reporting**

 

The Company iscommitted to operating according to the high standards of business conduct andethics set forth in this Code. Each director and employee is expected to reportwhat he or she believes in good faith are actual or potential conflicts ofinterest, corporate opportunities, actual or potential violations of applicablelaws or non-compliance with this Code by any Company director or employee. TheCompany’s senior management is generally responsible for the enforcement ofthis Code relating to employees. The Audit and Corporate Governance Committeesmay designate another Board committee or the full Board, as it deemsappropriate, to handle the enforcement of a particular Code provision as itapplies to directors.

 

Employeesshould report actual or potential conflicts of interest, corporateopportunities, and actual or potential violations of this Code involving anyCompany director or employee to a member of the Company’s senior management orto the Company’s General Counsel. Directors should report these matters to theCompany’s Chief Executive Officer or General Counsel. Alternatively, if anaccounting or auditing matter is involved, concerns or reports of possibleviolations may be submitted to the Company’s Chief Financial Officer or GeneralCounsel. Communications about accounting and auditing matters may be submittedanonymously and will be kept confidential, except where disclosure is requiredto investigate the matter or by any applicable laws, rules, regulations, orlegal processes. It is the Company’s policy to prohibit any form of retaliationfor reports of misconduct by others made in good faith.

 

**X.****                                 Discipline**

 

A.                                   Failureto comply with the standards contained in this Code may result in disciplinaryaction. Without limiting the foregoing, disciplinary action may be takenagainst:

 

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•                  directorsor employees who authorize or participate directly in conduct that is illegal,unethical, or otherwise violates this Code;

 

•                  directorsor employees who fail to report or who withhold material information aboutconduct that is illegal, unethical, or otherwise violates this Code;

 

•                  supervisorswhose inadequate supervision or lack of diligence contributes to violations; or

 

•                  supervisorswho attempt to retaliate, directly or indirectly, against employees who reportviolations.

 

B.                                     WhereCode violations are determined to exist, appropriate corrective anddisciplinary action will be taken, which may include one or more of thefollowing measures, as applicable: (i) counseling, (ii) a warning,(iii) a reprimand noted in the employee’s personnel file,(iv) probation, (v) change in job responsibilities, authority and/ortitle, including reassignment, (vi) temporary suspension, with or withoutpay, (vii) termination of employment or other relationship with theCompany, (viii) removal as an officer, (ix) referral for criminalprosecution or civil action and (x) actions for reimbursement to theCompany or other affected parties for losses or damages resulting from theviolation.

 

C.                                     Itis the Company’s policy that waivers of this Code will not be granted except invery limited circumstances. Any waivers of this Code for executive officers ofthe Company may only be made by the board of directors or the Audit Committeeof the Board after disclosure of all material facts by the individual seekingthe waiver and will be promptly disclosed as required by law or stock exchangeregulation. Any waivers for other individuals may only be granted by theCompany’s General Counsel after disclosure of all material facts by theindividual seeking the waiver.

 

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