**Exhibit10.31**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**datedas of March 9, 2005, by and between BALLY GAMING, INC., a Nevadacorporation, 6601 South Bermuda Road, Las Vegas, Nevada 89119 (“Bally” or the “Company”), and RAMESHSRINIVASAN, 1509 Monarch Drive, Marietta, GA 30062 (the “Executive”).

 

The parties agree as follows:

 

1.**             Employment.**The Company employs Executive, and Executive accepts employment by theCompany, on the terms and conditions set forth in this Agreement, beginning on March 9,2005, or on acceptance by Executive, whichever occurs later (the “EffectiveDate”). This Agreement is not intended to create an agreement of employment forany specific term or otherwise alter the at-will nature of Executive’semployment relationship with Alliance Gaming.

 

2.**             Positionand Duties.**Executive shall serve as Executive Vice President for Bally’sSystems Division and shall report to the President and Chief Executive Officerof Bally and of Alliance Gaming Corporation, Bally’s parent company. Executiveshall perform the duties contemplated by such title and such other duties,consistent with his experience and abilities, as the President and ChiefExecutive Officer of Bally may assign to Executive. Executive shall devote hisfull time and efforts to the business and affairs of the Company, use his bestefforts to advance the interests of the Company, and at all times conducthimself in a manner that reflects credit on the Company. It is contemplatedthat Executive shall render services to the Company from the Company’sprincipal place of business; however, the parties acknowledge and agree thatExecutive may be required to travel extensively in fulfilling his dutieshereunder.

 

3.             **Compensation.**

 

(a)           *Salary.*The Company shall pay Executive abase salary of $250,000 a year in installments on the regularly recurringpaydays in accordance with the Company’s practice. Increases in the base salaryshall be considered by the Company at least annually, beginning with thecompletion of the first year of employment and will be based on criteriaapplicable to other senior executives of the Company, provided, however, thatthe award of any such increase shall be at the sole discretion of the Company.Notwithstanding the foregoing, it is agreed that Executive’s base salary shallincrease to $275,000 on January 1, 2006.

 

(b)           *Management Incentive Program.*Executiveshall be entitled to participate in the Company’s Management Incentive Programestablished for the Company at the level of business unit head. This incentiveplan entitles Executive to receive up to 100 percent of Executive’s base salaryfor performance at plan. For fiscal 2005, Executive will receive a pro rataportion of the existing incentive plan based on Executive’s tenure during thefiscal year, provided, however, that the bonus shall not be less than $50,000.It is understood that the Company may modify at its sole

 

1

----

 

discretion its incentive plan for the yearsafter fiscal 2005 upon providing written notice to Executive.

 

(c)           *Options.*Executive shall be entitled toreceive options to acquire an aggregate of 300,000 shares of thepublicly-traded common stock of the Company’s publicly-traded parent company,Alliance Gaming Corporation. The exercise price of the options shall be equalto the closing market price on the date Executive begins actual work for theCompany (the “Start Date”).  Theoptions shall “vest” (that is, become exercisable by Executive) in fourinstallments as follows: 125,000 shares on the first anniversary of the StartDate; 70,000 shares each on the second and third anniversaries of the StartDate; and 35,000 shares vesting on September 2, 2008. The options shall besubject to the applicable long-term incentive plan and Alliance Gaming’sstandard stock option agreement. Executive shall be eligible to receiveadditional grants in the future, at the discretion of and as approved byAlliance Gaming’s board of directors, and commensurate with peer positions.

 

(d)           *Restricted stock.*Executive shall receivean award of 20,000 shares of restricted stock under Alliance Gaming Corporation’sAmended and Restated 2001 Long Term Incentive Plan (the “Plan”) on the StartDate (the “Restricted Stock”). The Restricted Stock shall vest according to thefollowing schedule: 50 percent on the Start Date, and the remaining 50 percenton September 2, 2008. Executive shall be eligible to receive additionalgrants in the future, at the discretion of and as approved by Alliance Gaming’sboard of directors, and commensurate with peer positions.

 

(c)           *Reimbursement of expenses.*In accordancewith established policies and procedures of the Company as in effect from timeto time, the Company shall pay or reimburse Executive for all reasonable andactual out-of-pocket expenses including but not limited to travel, hotel, andsimilar expenses, incurred by Executive from time to time in performing hisobligations under this Agreement.

 

(f)            *Relocation Expenses.*The Company will paythe reasonable costs incurred by Executive and his family relocating fromAtlanta, Georgia, to Las Vegas, Nevada, pursuant to a moving and relocationbudget submitted by Executive and approved by the Company. Payments made by theCompany for reimbursement of relocation expenses may be subject to federal,state or local taxation, for which Executive shall be responsible, provided,however, that the Company shall “gross up” the reimbursement to cover the taxesthat Executive must pay directly. The Company will pay for air and groundtransportation, food and lodging costs for Executive’s family incurred duringtwo home-finding trips, not to exceed four days each and completed within sixmonths after the Start Date, for Executive and Executive’s immediate family tothe Las Vegas, Nevada, area. The Company will pay the entire costs for anintermediate size rental car for the Executive in Las Vegas for a maximum ofone month after the Start Date. The Company will pay the rent on a furnished,two-bedroom apartment in Las Vegas for six months or until Executive purchasesa residence, whichever occurs first. The Company will pay the hotel costsassociated with the period of time Executive needs to temporarily reside priorto finding the appropriate apartment in Las Vegas. If Executive decides to purchasea

 

2

----

 

single-familyresidential home in Clark County, Nevada, the Company will pay the actualclosing costs (not to exceed customary purchaser closing costs) at the close ofescrow for the purchase of the residence; however, Executive will beresponsible for the down payment and all other payments in connection with thepurchase. If Executive sells Executive's house in Atlanta by December 31,2005, the Company shall pay the actual closing costs (not to exceed customary sellerclosing costs), including commissions, at the close of escrow.

 

(g)           *Commutingexpenses*. During the first six months of Executive's employment, theCompany shall pay or reimburse Executive for the reasonable expenses of notmore than two commutes a month between Atlanta and Las Vegas.

 

(h)           *Vacation*.Executive shall be entitled to annual paid vacation time in accordance with theCompany's policy with respect to the senior executives of the Company proratedfor any partial employment year.

 

(i)            *Other benefits; COBRA payments*. Executive shall be entitledto other employment benefits, including but not limited to life insurance,medical and hospitalization, disability, and retirement benefits, consistentwith the benefits provided to other senior executives of the Company. TheCompany will pay the cost of maintaining Executive's health insurance with hisformer employer ("COBRA" payments) during the waiting period beforeExecutive is covered under the Company's plan.

 

(j)            *No Reduction*. There shall be no material reduction ordiminution of the benefits provided in this section 3 during the term ofthis Agreement unless (i) Executive consents in writing, (ii) anequitable arrangement (embodied in a substitute or alternative benefit or plan)is made with respect to such benefit or plan, or (iii) the reduction ispart of a program of across-the-board benefit reductions similarly affectingthe senior executive officers of the Company.

 

4.             **Termination or Material Change of Employment**

 

(a)           *At-will employment*.Executive's employment with the Company is "at-will." EitherExecutive or the Company may terminate Executive's employment at any time withor without cause.

 

(b)           Termination byCompany for cause.

 

(1)           The Company mayterminate this Agreement for cause at any time immediately on notice toExecutive, in which case the Company's obligations and Executive's rights underthis Agreement shall terminate. For purposes of this provision, the term"cause" includes, but is not limited to: 

 

(i)            Executive's clearand substantiated insubordination, fraud, disloyalty, dishonesty, willful misconduct,or gross negligence in the performance of Executive's duties under thisAgreement, including 

 

3

----

 

willful failure to perform such duties as mayproperly be assigned to Executive under this Agreement.

 

(ii)           Executive’smaterial breach of any material provision of this Agreement.

 

(iii)          Executive’sfailure to qualify (or having so qualified being thereafter disqualified) underany suitability or licensing requirement of any jurisdiction or regulatoryauthority to which Executive may be subject by reason of his position with theCompany and its affiliates or subsidiaries. The Company will use its bestefforts to work with Executive in fulfilling the requirements and will promptlyprovide written information on the suitability and licensing requirements toExecutive so that Executive may adequately prepare.

 

(iv)          Executive’scommission of a crime against the Company or violation of any law, order, rule,or regulation pertaining to the Company’s business.

 

(v)           Executive’sinability to perform the job functions and responsibilities assigned inaccordance with reasonable standards established from time to time by theCompany in its sole and reasonable discretion.

 

(vi)          TheCompany’s obtaining from any reliable source accurate information with respectto Executive that would, in the reasonable opinion of the Company, jeopardizethe gaming licenses, permits, or status of the Company or any of itssubsidiaries or affiliates with any gaming commission, board, or similarregulatory or law enforcement authority.

 

(2)           Anytermination by the Company for cause shall not be in limitation of any otherright or remedy the Company may have under this Agreement or otherwise.

 

(c)           *Termination by Company without cause. *The Company may terminate thisAgreement at any time without cause (as defined in paragraph 4.(b)(1)),whereupon the Company’s obligations and Executive’s rights under this Agreementshall terminate, except that the Company shall continue to pay Executive anamount equal to Executive’s base salary for twelve months after the date oftermination, offset by any compensation received by Executive (regardless ofwhen received) and attributable to other employment during the six-month periodthat begins six months after termination.

 

(d)           *Change of Control orDiminution of Duties*:

 

(1)           *Termination by Executive.*If Executiveresigns for any reason, the Company’s obligations and Executive’s rights underthis Agreement shall

 

4

----

 

terminate, provided, however, that aresignation following a change of control or a material diminution of Executive’sduties shall be treated as a termination without cause under paragraph 4.(c).

 

(2)           *“Change of Control” defined.*As used inthis section 4.(d), a change of control shall be deemed to have occurredupon the earliest to occur of the following events: (i) the date thestockholders of the Company (or the Board, if stockholder action is notrequired) approve a plan or other arrangement pursuant to which the Companywill be dissolved or liquidated; (ii) the consummation of the sale, lease,or other disposition of all or substantially all of the assets of the Company; (iii) thetender of more than 50 percent of the Company’s capital stock to anon-affiliate or a merger, consolidation, or recapitalization of the Companywith a non-affiliate such that the stockholders of the Company immediatelyprior to the consummation of such transaction possess less than 50 percent ofthe voting securities of the surviving entity immediately after thetransaction, or (iv) the individuals who, as of the date of thisAgreement, were members of the Board cease for any reason to constitute atleast a majority of the Board.

 

(3)           *“Diminution of duties” defined.*As used inthis section 4.(d), Executive’s duties shall be deemed to have beenmaterially diminished if he no longer reports to the president and chiefexecutive officer of the Company or of Alliance Gaming Corporation or if hisposition or title or duties are otherwise substantially diminished.

 

(4)           *Increased Benefits:  *In the event that a change ofcontrol should occur as defined in paragraph 4.(d)(2), Executive shall beeligible to receive any additional (other than those defined in the paragraphsabove) acceleration in benefits, financial packages, stock options andrestricted stock, and compensation accorded to other Company senior executiveswith the exception of those accorded to the Company’s chief executive officerand chief Financial officer.

 

5.**            ****Restrictive covenants.**

 

(a)           *Covenant not to compete.*

 

(1)           Executive will notcompete with the Company:

 

(i)            Duringthe term of this Agreement;

 

(ii)           Fortwelve months after the Company terminates Executive’s employment for cause (asdefined in paragraph 4.(b)(1)) or after Executive resigns for any reason;

 

5

----

 

(iii)          Forup to twelve months after Executive is terminated without cause, subject to theCompany continuing to pay Executive’s base salary as required in paragraph4.(c).

 

(2)           Asused in section 5.(a), “compete” means to establish, engage, or beconnected with, directly or indirectly, any company engaged in a business incompetition with the business of the Company or its subsidiaries or affiliatesin any area where the Company is doing business, whether as owner, partner,agent, employee, director, officer, consultant, advisor, or stockholder (exceptas the beneficial owner of not more than 5 percent of the outstanding shares ofa corporation, any of the capital stock of which is listed on any national orregional securities exchange or quoted in the daily listing of over-the-countermarket securities and, in each case, in which Executive does not undertake anymanagement or operational or advisory role).

 

(3)           TheCompany and Executive acknowledge and agree that the scope and duration of thecovenant in section 5.(a) are reasonable and fair; however, if acourt of competent jurisdiction determines that this covenant is overly broador unenforceable in any respect, the Company and Executive acknowledge andagree that the covenant shall be enforced to the greatest extent any such courtdeems appropriate, and such court may modify this covenant to that extent.

 

(b)           *Covenant not to solicit customers, employees, orconsultants.*Executive shall not, directly or indirectly, during theterm of this Agreement and for twelve months after its expiration ortermination for any reason, (i) solicit the trade or patronage of any ofthe customers or prospective customers of the Company (which, for purposes ofthis paragraph, shall include any of the Company’s subsidiaries or affiliates)of which the Executive has personally engaged with in his capacity as Executiveor of anyone whom the Executive has heretofore traded or dealt with in hiscapacity within the Company, regardless of the location of such customers orprospective customers of the Company with respect to any technologies,services, products, trade secrets, or other matters in which the Company isactive, or (ii) aid or endeavor to solicit or induce any other employee orconsultant of the Company to leave the Company to accept employment of any kindwith any other person or entity.

 

(c)           *Confidential Information.*Executive’s workfor the Company will give Executive access to confidential matters of theCompany not publicly known such as proprietary matters of a technical nature(including but not limited to know-how, technical data, gaming processes,gaming equipment, techniques, developments) and proprietary matters of abusiness nature (including but not limited to information about costs, profits,markets, sales, lists of customers, and matters received by the Company inconfidence from other parties), collectively referred to as “ConfidentialMatters.” Some Confidential Matters may be entitled to protection as “Trade Secrets,” as that term isdefined in N.R.S. 600A.030(5), the Restatement of Torts, and case lawinterpreting the same. “Confidential Matters” shall not include any matters forwhich Executive has prior knowledge of prior to the Effective Date of

 

6

----

 

this Agreement or matters that are known orcome to be known as industry standard practice. Executive agrees to keep secretall such Confidential Matters and agree not to directly or indirectly, otherthan is necessary in the business of the Company and the scope of Executive’semployment, disclose or use any such Confidential Matters at any time exceptwith prior written consent of the Company. Executive agrees that all writtenmaterials (including correspondence, memoranda, manuals, notes, and notebooks)and all models, mechanisms, devices, drawings, and plans in Executive’spossession from time to time (whether or not written or prepared by Executive)embodying Confidential Matters shall be and remain the sole property of theCompany, and Executive will use all reasonable precautions to assure that allsuch written materials and models, mechanisms, devices, drawings, and plans areproperly protected and kept from unauthorized persons. Executive further agreesto deliver all Confidential Matters, including copies, immediately to theCompany on termination of Executive’s employment for any reason, or at any timethe Company may request. Unless required by court proceeding, for a period ofthree years after termination of Executive’s employment with the Company forany reason, Executive shall not reveal directly or indirectly to any person orentity or use for Executive’s personal benefit (including without limitation,for the purpose of soliciting business, whether or not competitive with anybusiness of the Company) any Confidential Matters. These obligations will notapply to the extent that the Confidential Matters (i) were already knownto the Executive, without an obligation to keep it confidential, at the time ofits receipt from the Company; (ii) were received by the Executive in goodfaith from a third party lawfully in possession thereof and having noobligation to keep such information confidential; or (iii) were publiclyknown at the time of its receipt by the Executive or has become publicly knownother than by a breach of this Agreement or other action by the Executive. Tothe extent that any Confidential Matters are considered by the Company as TradeSecrets, Executive agrees that all limitations on use of these Trade Secretsshall last as long as such information remains a trade secret under applicablelaw. Executive further agrees that immediately upon or after termination,Executive will deliver to the Company all memoranda, notes, reports, lists,models, mechanisms, devices, drawings or plans and other documents (and allcopies thereof) in Executive’s possession relating to the business of theCompany or its subsidiaries and affiliates.

 

(d)           *Non-disparagement.*Each party agrees that,during Executive’s employment with the Company and after the terminationthereof for any reason, neither shall, publicly or privately, intentionally disparageor make any willful statements (written or oral) that could impugn theintegrity, acumen (business or otherwise), ethics, or business practices of theother (including, in the case of the Company, its affiliates and subsidiaries),except, in each case, to the extent (but solely to the extent) necessary (i) inany judicial or arbitration action to enforce the provisions of this Agreement,or (ii) in connection with any judicial or administrative proceeding tothe extent required by applicable law, or (iii) as otherwise required bylaw.

 

(e)           *Intellectual Property.*Executive shallpromptly disclose in writing to the Company all inventions, discoveries,concepts, ideas, developments, improvements, and innovations, whether or notpatentable, and the expressions of all inventions,

 

7

----

 

discoveries, concepts, ideas, developments, improvements, andinnovations, whether or not copyrightable (collectively “Inventions”),conceived, developed, or first actually reduced to practice by Executive,either alone or with others, during Executive’s employment with the Company,that (i) relate in any manner to the existing or contemplated business orresearch activities of the Company, (ii) are suggested by or result fromExecutive’s work for the Company; or (iii) result from the use of time,materials, or facilities of the Company. All Inventions Executive conceives,develops, or first actually reduces to practice, either alone or with others,while employed by the Company that relate in any manner to the existing orcontemplated business or research activities of the Company shall be theexclusive property of the Company. Executive will, at the request and expenseof the Company, execute specific assignments to any such Inventions andexecute, acknowledge, and deliver patent applications and such other documents(including but not limited to all provisionals, continuations,continuations-in-part, continued prosecution applications, extensions,re-issues, re-examinations, divisionals and foreign counterparts) and take suchfurther action as may be considered necessary by the Company at any time,whether during Executive’s employment with the Company or after it terminatesfor any reason, to obtain and define letters patent in any and all countriesand to vest title to such Inventions and related patents or patent applicationsin the Company or its assignees. Any Invention that Executive discloses to athird person or describes in a patent application filed by Executive or in Executive’sbehalf during Executive’s employment with the Company or within three monthsafter Executive’s employment with the Company terminates for any reason shallbe presumed to have been conceived or made by Executive during Executive’semployment with the Company unless proved to have been conceived and made byExecutive after the expiration or termination of this Agreement.

 

(f)            *Injunctive relief;jurisdiction.*Executiveacknowledges that the Company will suffer irreparable injury, not readilysusceptible of valuation in monetary damages, if Executive breaches any ofExecutive’s obligations under the restrictive covenants in this section 5.Accordingly, Executive agrees that the Company will be entitled, at its option,to injunctive relief against any breach by Executive of Executive’s obligationsunder section 5 in any federal or state court of competent jurisdictionsitting in Nevada, in addition to monetary damages and any other remediesavailable at law or in equity. Executive hereby submits to the jurisdiction ofsuch courts for the purposes of any actions or proceedings instituted by theCompany to obtain such injunctive relief, and agree that process may be servedon Executive under the relevant rules of civil procedure, addressed toExecutive’s last address known to the Company, or in any other mannerauthorized by law.

 

(g)           *Material inducements.*The restrictive covenants and otherprovisions in this letter agreement are material inducements to the Companyentering into and performing its obligations under this letter agreement.Accordingly, in the event of any proven breach of these provisions byExecutive, in addition to all other remedies at law or in equity possessed bythe Company, including but not limited to the right to enforce the covenants Executivehas agreed to in this Agreement, the Company shall have

 

8

----

 

the right to terminate this agreement and Executive’semployment with the Company and not pay any amounts payable to Executive underthis Agreement.

 

6.**            ****Licenses and approvals.**This Agreement is contingent on any necessaryapprovals and licenses from any regulatory authorities having jurisdiction overthe parties or the subject matter of this Agreement. Each party shall promptlyapply to the appropriate regulatory authorities for any licenses and approvalsnecessary for Executive to perform under this Agreement and shall diligentlypursue its applications, and the Company shall pay all associated costs andfees. Each party shall fully cooperate with any requests, inquiries, orinvestigations of any regulatory authorities or law enforcement agencies inconnection with the Company, its affiliates, or this Agreement. If any licenseor approval necessary for either party to perform under this Agreement isdenied, suspended, or revoked, this Agreement shall be void, provided, however,that if the denial, suspension, or revocation affects performance of theAgreement in part only, the parties may by mutual agreement continue to performunder this Agreement to the extent it is unaffected by the denial, suspension,or revocation.

 

7.             **Compliance program.**The parties acknowledge that the Companyoperates under privileged licenses in a highly regulated industry, and that itsparent company, Alliance Gaming Corporation, maintains a compliance program toprotect and preserve the name, reputation, integrity, and good will of AllianceGaming Corporation and its subsidiaries (including the Company) and affiliatesthrough a thorough review and determination of the integrity and fitness, bothinitially and thereafter, of any person or company that performs work for thosecompanies or with which those companies are otherwise associated, and tomonitor compliance with the requirements established by gaming regulatoryauthorities in various jurisdictions around the world. This Agreement and theassociation of the Company and its affiliates with Executive are contingent onthe continued approval of Alliance Gaming Corporation and its compliancecommittee under the Alliance Gaming Corporation compliance program. The partiesshall cooperate with Alliance Gaming Corporation and its compliance committeeas reasonably requested by Alliance Gaming Corporation or the committee andshall provide the committee with such information as it may request. IfAlliance Gaming Corporation, acting on the reasonable recommendation of thecommittee, withdraws its approval of this Agreement or of Executive, then thisAgreement shall be void and neither party shall have any rights thereunder.

 

8.             **Executive’s Indemnification.**To the extent permitted byapplicable law, Executive shall be indemnified by the Company against expenses,including attorneys’ fees, necessarily incurred by Executive in connection withthe defense or settlement of any action, suit, or proceeding to which he is aparty, alone or together with others, by reason of his being or having been anExecutive of the Company. To the extent permitted by applicable law, Executiveshall also be reimbursed by the Company for any amounts paid by such person insatisfaction of any judgment or settlement in connection with any such action,suit, or proceeding, unless the amount of such judgment shall be adjudged onsuch action, suit, or proceeding to be liable for willful misconduct in violationof law or the Company’s written policies. It shall be the responsibility of theCompany to obtain and keep current adequate liability insurance coverage toensure that this provision shall be complied with as written.

 

9

----

 

9.             **General Provisions.**

 

(a)           *Arbitration.*Any controversy or claim arising out of orrelating to this Agreement or its breach shall be settled by arbitration in LasVegas, Nevada, in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association, and judgment on the award rendered by thearbitrator or arbitrators may be entered in any court having jurisdictionthereof. Nothing contained in this section shall in any way deprive theCompany of its right to obtain injunctive or other equitable relief under section 5of this Agreement.

 

(b)           *Further assurances.*Each party shall execute all documents andtake all other actions necessary to effect the provisions and purposes of thisAgreement.

 

(c)           *Entire agreement.*This Agreement contains the entire agreementbetween the parties and supersedes all other oral and written agreementspreviously entered into by the parties concerning the same subject matter,provided, however, that except as modified by this Agreement, the terms andconditions of Executive’s employment with the Company shall be subject to theCompany’s regular employment policies and practices as may be in effect fromtime to time.

 

(d)           *Modification, rescission,and assignment.*ThisAgreement may be modified or rescinded only with the written consent of bothparties. Neither this Agreement nor any right or interest under this Agreementshall be assignable by either party without the written consent of the other,provided, that nothing contained in this Agreement shall limit or restrict theCompany’s ability to merge or consolidate or effect any similar transactionwith any other entity, irrespective of whether the Company is the survivingentity (including a split up, spin off, or similar type transaction), providedthat one or more of such surviving entities continues to be bound by theprovisions of this Agreement.

 

(e)           *Controlling law;severability.*Nevada lawshall govern this Agreement and its interpretation. If any provision isunenforceable for any reason, it shall be deemed stricken from the Agreementbut shall not otherwise affect the intention of the parties or the remainingprovisions of the Agreement.

 

(f)            *Binding effect.*This Agreement shall bind and inure to thebenefit of each of the parties and their respective heirs, successors,administrators, executors, and assigns.

 

(g)           *Notices.*All notices required by this Agreement mustbe in writing and must be delivered, mailed, or telecopied to the addressesgiven above or such other addresses as the parties may designate in writing.

 

(h)           *Counterparts; facsimiles.*This Agreement may be executed incounterparts, each of which shall be deemed an original, and all of which,taken together, shall constitute one and the same instrument. This Agreementmay be executed and delivered by exchange of facsimile copies showing thesignatures of the parties, and those signatures need not be affixed to the samecopy. The facsimile copies so signed will

 

10

----

 

constitute originally signed copies of thesame consent requiring no further execution.

 

(i)            *Captions; construction; drafting ambiguities.*Thecaptions in this Agreement are for convenience only and shall not be used ininterpreting it. In interpreting this Agreement any change in gender or numbershall be made as appropriate to fit the context. Each party has reviewed andrevised this Agreement with independent counsel or has had the opportunity todo so. The rule of construction that any ambiguities are to be resolvedagainst the drafting party shall not be employed in the interpretation of thisAgreement or of any amendments or exhibits to this Agreement.

 

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

 

BALLY GAMING, INC.

 
| By:    | /s/ Richard Haddrill                  |   | /s/ Ramesh Srinivasan |   |
|--------|---------------------------------------|--------|-----------------------|--------|
|   | Richard Haddrill                      |   | Ramesh Srinivasan     |   |
|   | President and Chief Executive Officer |   |

 

11

----