Exhibit 10.81
                            EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE  EMPLOYMENT  AGREEMENT  dated as of January 19,  1998,  by and between
ALLIANCE GAMING CORPORATION, a Nevada corporation,  6601 South Bermuda Road, Las
Vegas,  Nevada 89119 (the  "Company"),  and JOHN HUDSON,  250 East Flamingo Road
#2-236, Las Vegas, Nevada 89109 (the "Executive").

The parties agree as follows:

1.   Employment.  The Company employs the Executive,  and the Executive  accepts
     employment by the Company,  on the terms and  conditions  set forth in this
     Agreement.

2.   Term.  The term of this  Agreement  shall begin on January 19,  1998,  and,
     unless  terminated  earlier  pursuant to this  Agreement,  shall  expire on
     January 19, 2001.

3.   Position and Duties.  The Executive  shall serve as Vice President of Human
     Resources and shall report to the  President.  The Executive  shall perform
     the duties  contemplated  by such title and such other  duties,  consistent
     with his experience  and abilities,  as may be assigned to the Executive by
     the President.  The Executive shall devote his full time and efforts to the
     business  and affairs of the  Company,  use his best efforts to further the
     interests of the Company, and at all times conduct himself in a manner that
     reflects credit on the Company. It is contemplated that the Executive shall
     render  services  to the  Company  from the  Company's  principal  place of
     business; however, the parties acknowledge and agree that the Executive may
     be required to travel from time to time in fulfilling his duties hereunder.
     
4.   Compensation.  
     (a) Salary. The Company shall pay the Executive a base salary of
     $190,000  a year in  installments  on the  regularly  recurring  paydays in
     accordance with the Company's practice.  Increases in the base salary shall
     be  considered  by the  Company  at  least  annually,  beginning  with  the
     completion  of the first year of  employment  and will be based on criteria
     applicable to other senior  executives of the Company,  provided,  however,
     that the award of any such increase shall be at the sole  discretion of the
     Company.

     (b) Bonuses.  The Executive  shall be eligible to receive a cash bonus from
     the Company each year,  provided,  however,  that the Company  shall not be
     obligated to pay any bonus, and the payment,  if any, and amount and timing
     of any such bonus shall be solely within the  discretion of the Company and
     may be based on any criteria the Company deems relevant or pursuant to such
     bonus plan as the Company may adopt.

     (c)  Options.  The  Executive  shall be  entitled to receive  options  (the
     "Options") to acquire an aggregate of 100,000 shares of the publicly-traded
     common stock of Alliance  Gaming  Corporation.  The  exercise  price of the
     Options shall be equal to the closing  market price on the date the term of
     this Agreement begins under  paragraph.  The Options shall "vest" (that is,
     become  exercisable by the Executive) in four installments of 25,000 shares
     each,  with  the  first  installment  vesting  on the date the term of this
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     Agreement  begins under  paragraph , and with each  successive  installment
     vesting after the Executive  completes each  successive year of employment,
     provided,  however, that except as expressly provided in this Agreement, no
     Options  shall vest  after this  Agreement  expires or  terminates  for any
     reason,  and provided  further  that any vested  Options that have not been
     exercised  within ten years after the date of this  Agreement  shall expire
     without further action by the Company.

     (d) Reimbursement of expenses.  In accordance with established policies and
     procedures of the Company as in effect from time to time, the Company shall
     pay  to  or  reimburse  the  Executive  for  all   reasonable   and  actual
     out-of-pocket  expenses  including  but not limited to travel,  hotel,  and
     similar expenses, incurred by the Executive from time to time in performing
     his obligations under this Agreement.  The Company shall also reimburse the
     Executive  for  reasonable  and  actual  out-of-pocket  costs of moving and
     interim housing.

     (e)  Vacation.  The  Executive  shall be entitled to four weeks annual paid
     vacation time,  prorated for any partial employment year. The Executive may
     accumulate  and  carry  forward  unused  vacation  days  from  year to year
     consistent  with the  Company's  policy for senior  executives as in effect
     from time to time.  The  Executive  shall also be  entitled  to  reasonable
     periods of sick leave with  compensation and all paid holidays given by the
     Company to its senior executive officers.

     (f) Other  benefits.  The Executive  shall be entitled to other  employment
     benefits,  including  but  not  limited  to  life  insurance,  medical  and
     hospitalization,  disability, and retirement benefits,  consistent with the
     benefits provided to other senior executives of the Company.

     (g) No Reduction. There shall be no material reduction or diminution of the
     benefits  provided in this section during the term of this Agreement unless
     (i) the Executive consents,  (ii) an equitable  arrangement  (embodied in a
     substitute  or  alternative  benefit or plan) is made with  respect to such
     benefit  or  plan,  or  (iii)  the  reduction  is  part  of  a  program  of
     across-the-board   benefit  reductions   similarly   affecting  the  senior
     executive officers of the Company.

5.       Termination.

     (a) Disability. If the Executive,  because of illness or incapacity,  fails
     to discharge his duties under this  Agreement  for six or more  consecutive
     months or for noncontinuous  periods aggregating to twenty-two weeks in any
     twelve-month  period,  the Company may terminate  this  Agreement on thirty
     days' notice,  whereupon the  obligations  of the Company and the rights of
     the Executive under this Agreement shall terminate, except that:
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         (1)               The  Company  shall pay the  Executive's  salary on a
                           pro-rata  basis  through  the  date  of  termination,
                           offset by any benefits payable to the Executive under
                           any  disability  insurance  policy  paid  for  by the
                           Company; and

         (2)               One-half  of any  unvested  Options  shall  vest  and
                           become  exercisable by the Executive's estate for two
                           years after the date of termination; and

         (3)               The   Executive   shall  have  the   right,   at  the
                           Executive's expense, to the assignment of any and all
                           insurance  policies  or  health  protection  plans in
                           accordance  with the  terms and  conditions  of those
                           plans.

     (b) Death.  In the event of the  Executive's  death,  this Agreement  shall
     terminate as of the date of his death, in which case the obligations of the
     Company  and  the  rights  of the  Executive  under  this  Agreement  shall
     terminate except that:

                           (1)The Company shall continue to pay the  Executive's
                           salary  for  twelve  months  after the date of death,
                           offset by any  benefits  payable to the  Executive or
                           the  Executive's  estate  under  any  life  insurance
                           policy paid for by the Company; and

                           (2)  The  Company  shall  reimburse  the  Executive's
                           estate for all  expenses  incurred  and  reimbursable
                           under  paragraph ; and 

                           (3) One-half of any unvested  Options  shall vest and
                           become  exercisable by the Executive's estate for two
                           years after the date of the Executive's death.

     (c)Termination by Company for Cause.

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

                           (i)   The   Executive's    insubordination,    fraud,
                           disloyalty,  dishonesty, willful misconduct, or gross
                           negligence  in the  performance  of  the  Executive's
                           duties  under  this  Agreement,   including   willful
                           failure to perform  such  duties as may  properly  be
                           assigned to the Executive under this Agreement.
                           (ii) The Executive's material breach of any provision
                           of this Agreement.
                           (iii) The  Executive's  failure to qualify (or having
                           so qualified being thereafter disqualified) under any
                           suitability   or   licensing   requirement   of   any
                           jurisdiction  or  regulatory  authority  to which the
                           Executive  may be subject  by reason of his  position
                           with the Company and its affiliates or  subsidiaries.
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                           (iv) The  Executive's  commission  of a crime against
                           the Company or violation of any law, order,  rule, or
                           regulation pertaining to the Company's business.
                           (v) The Executive's  inability (other than because of
                           death or disability under paragraphs and ) to perform
                           the job  functions and  responsibilities  assigned in
                           accordance with standards established, whether or not
                           in writing,  from time to time by the Company, in its
                           sole discretion.
                           (vi) The Company obtains from any source  information
                           with respect to the Executive or this  Agreement that
                           would, in the opinion of the Company,  jeopardize the
                           gaming licenses, permits, or status of the Company or
                           any of its subsidiaries or affiliates with any gaming
                           commission,  board,  or  similar  regulatory  or  law
                           enforcement authority.

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

     (d)Termination  by Company  without  cause.  The Company may terminate this
     Agreement at any time without  cause (as defined in paragraph ),  whereupon
     the Company's  obligations and the Executive's  rights under this Agreement
     shall terminate, except that:

          (1)The  Company  shall  continue  to pay the  Executive's  salary  and
          furnish the benefits  described in paragraph  for twelve  months after
          the date of  termination,  offset  by any  compensation  and  benefits
          received by the Executive  from other  employment  during that period;
          and

          (2) One-half of any unvested Options shall vest and become exercisable
          by the Executive for two years after the date of termination.

     (e)  Termination  by Executive  with cause.  If the Executive  resigns with
     cause,  the Company's  obligations  and the  Executive's  rights under this
     Agreement shall terminate, except that:

          (1) The  Company  shall  continue  to pay the  Executive's  salary and
          furnish the benefits  described in paragraph  for twelve  months after
          the date of  termination,  offset  by any  compensation  and  benefits
          received by the Executive  from other  employment  during that period;
          and
      
          (2)One-half of any unvested Options shall vest and become  exercisable
          by the Executive for two years after the date of termination.
      
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          As used in this provision, "cause" is limited to the Company's failure
          to cure either of the following within thirty days after demand by the
          Executive:  (i) the  Company's  failure to pay any portion of the base
          salary within thirty days after it is due, and (ii) the  assignment to
          the Executive of duties  materially  inconsistent  with the duties and
          position set forth in this Agreement.

     (f)  Termination  by Executive  without  cause.  If the  Executive  resigns
     without cause (as defined in paragraph ), this Agreement shall terminate as
     of the  date of his  resignation,  and the  Company's  obligations  and the
     Executive's rights under this Agreement shall terminate.

     (g) Survival of restrictive  covenants.  Notwithstanding  the expiration or
     termination of this Agreement for any reason, the Executive's  covenants in
     section  and  his   obligations   under  that  section  shall  survive  the
     termination of this Agreement as set forth in that section.

6. Restrictive covenants.

(a)Covenant not to compete.

     (1)  During the term of this  Agreement  and for  twelve  months  after its
     termination  for any reason  (other than its  expiration  at the end of its
     term  pursuant to paragraph , except as otherwise  provided in paragraph ),
     the Executive will not, directly or indirectly, whether as employee, owner,
     partner, agent, employee, officer, consultant, advisor, stockholder (except
     as the  beneficial  owner of not more  than 5  percent  of the  outstanding
     shares of a corporation, any of the capital stock of which is listed on any
     national or regional  securities exchange or quoted in the daily listing of
     over-the-counter  market  securities  and,  in  each  case,  in  which  the
     Executive  does not undertake any  management  or  operational  or advisory
     role) or in any other capacity,  for the Executive's own account or for the
     benefit of any person or entity,  establish,  engage,  or be connected with
     any person or entity  that is at the time  engaged  in a  business  then in
     competition  with the business of the Company (which,  for purposes of this
     paragraph,  shall include any of the Company's  subsidiaries or affiliates)
     in any area where the Company is doing business at the time of termination.
     The  Company and the  Executive  acknowledge  and agree that the  Company's
     market is unlimited  geographically  and that the scope and duration of the
     covenant in this paragraph are reasonable and fair;  however, if a court of
     competent  jurisdiction  determines  that this  covenant  is  overbroad  or
     unenforceable in any respect, the Company and the Executive acknowledge and
     agree that the covenant  shall be enforced to the greatest  extent any such
     court deems  appropriate,  and such court may modify this  covenant to that
     extent.

     (2)At  the  expiration  of  this  Agreement  at the end of its  term  under
     paragraph , the Company may, in its sole and absolute discretion,  continue
     to pay the  Executive  the base salary set forth in paragraph and the other
     benefits  set forth in  paragraph , in which  case,  and for so long as the
     Company  continues to do so, the  Executive  shall be bound by the covenant
     set forth in paragraph .

     (b)Covenant not to solicit customers, employees, or consultants.  Executive
     shall not,  directly or  indirectly,  during the term of this Agreement and
     for twelve months after its expiration or termination  for any reason,  (i)
     solicit  the trade or  patronage  of any of the  customers  or  prospective
     customers  of the Company  (which,  for purposes of this  paragraph,  shall
     include any of the Company's  subsidiaries  or affiliates) or of anyone who
     has heretofore traded or dealt with the Company, regardless of the location
     of such customers or  prospective  customers of the Company with respect to
     any technologies,  services,  products,  trade secrets, or other matters in
     which the  Company is active,  or (ii) aid or endeavor to solicit or induce
     any other  employee  or  consultant  of the Company to leave the Company to
     accept employment of any kind with any other person or entity.

(c)  Confidential Information and Non-Disparagement.

     (1) In accordance  with NRS 600A.010 et seq. (the  so-called  Uniform Trade
     Secrets  Act),  the  Executive  shall hold in a fiduciary  capacity for the
     benefit of the Company and its stockholders all secret,  confidential,  and
     proprietary  information,  knowledge, and data relating to the Company (and
     any of its subsidiaries or affiliates), obtained by the Executive during or
     by reason of the Executive's employment by the Company.  During the term of
     this Agreement and after its expiration or termination for any reason,  the
     Executive  shall not,  without the prior written  consent of the Company or
     except  as  may be  required  by  law,  communicate  or  divulge  any  such
     information,  knowledge,  or data to any  person or entity  other  than the
     Company  (or as  applicable  its  subsidiaries  or  affiliates)  and  those
     designated by them that would result in any  misappropriation  under and as
     defined  in such Act,  except  that,  while  employed  by the  Company,  in
     furtherance  of the  business  and  for the  benefit  of the  Company,  the
     Executive may provide confidential information as appropriate to attorneys,
     accountants,  financial institutions, and other persons or entities engaged
     in business with the Company from time to time.

     (2)Each  party agrees that,  after the  expiration or  termination  of this
     Agreement for any reason,  neither shall, publicly or privately,  disparage
     or make any  statements  (written or oral) that could impugn the integrity,
     acumen (business or otherwise),  ethics, or business practices of the other
     (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) in any judicial or arbitration action to enforce the provisions of this
     Agreement,  or (ii) in  connection  with  any  judicial  or  administrative
     proceeding to the extent required by applicable law.

<PAGE>

(d)  Standstill.  During the term of this  Agreement and for twelve months after
     its  expiration or  termination  for any reason,  the Executive  shall not,
     singly or with any other person, directly or indirectly:

          (1) Propose,  enter into,  agree to enter into, or encourage any other
          person to propose,  enter into, or agree to enter into (i) any form of
          business  combination,  acquisition,  or other transaction relating to
          the Company or any of its subsidiaries or affiliates, or (ii) any form
          of  restructuring,   recapitalization,  or  similar  transaction  with
          respect to the Company or any of its subsidiaries or affiliates; or
          (2) Acquire, or offer,  propose, or agree to acquire, by tender offer,
          purchase, or otherwise, any voting securities of the Company or of its
          subsidiaries or affiliates,  except through the exercise of options or
          warrants  beneficially owned as of the date of this Agreement;  or 
          (3) Make or in any way  participate in any  solicitation of proxies or
          written  consents with respect to voting  securities of the Company or
          any of its affiliates or  subsidiaries  (it being  understood that the
          mere  execution of a proxy or written  consent for his own  securities
          beneficially owned shall not be treated as constituting  participation
          in such a solicitation); or
          (4) Become a participant  in any election  contest with respect to the
          Company  or a nominee  to or member of its board of  directors  or the
          board of directors of any  affiliate or  subsidiary  of the Company or
          any of its affiliates or subsidiaries; or
          (5) Seek to  influence  any  person  with  respect  to the  voting  or
          disposition  of any  voting  securities  of the  Company or any of its
          affiliates or subsidiaries; or 
          (6)  Demand a copy of the list of  stockholders  or  other  books  and
          records of the Company or any of its subsidiaries or affiliates; or
          (7)  Participate  in or encourage  the  formation of any  partnership,
          syndicate,  or other  group  that owns or seeks or  offers to  acquire
          beneficial ownership of any voting securities of the Company or any of
          its affiliates or  subsidiaries or that seeks to affect control of the
          Company or any of its affiliates or subsidiaries or for the purpose of
          circumventing any provision of this Agreement; or
          (8)  Propose  or  support  any  director  or  slate of  directors  for
          nomination,  appointment, or election to the board of directors of the
          Company or any of its affiliates or subsidiaries  (it being understood
          that the mere execution of a proxy or written  shareholder consent for
          his  own  securities  beneficially  owned  shall  not  be  treated  as
          constituting such support); or
          (9) Otherwise act to seek or to offer to control or influence,  in any
          manner, the management, the board of directors, or the policies of the
          Company or any of its affiliates or subsidiaries; or
<PAGE>

          (10) Seek to amend or change this provision.

     (e) The  Executive  acknowledges  that the Company will suffer  irreparable
     injury,  not readily  susceptible of valuation in monetary damages,  if the
     Executive breaches any of his obligations under this section.  Accordingly,
     the  Executive  agrees that the Company will be entitled,  at the Company's
     option,  to injunctive  relief against any breach or prospective  breach by
     the  Executive  of the  Executive's  obligations  under this section in any
     federal or state court of  competent  jurisdiction  sitting in the State of
     Nevada, in addition to monetary damages and any other remedies available at
     law or in equity.  The Executive hereby submits to the jurisdiction of such
     courts for the  purposes of any actions or  proceedings  instituted  by the
     Company to obtain such  injunctive  relief,  and agrees that process may be
     served on the Executive by registered  mail,  addressed to the last address
     of the Executive known to the Company, or in any other manner authorized by
     law.

     (f) Material Inducements. The restrictive covenants and other provisions in
     this  section are material  inducements  to the Company  entering  into and
     performing this Agreement.  Accordingly,  in the event of any breach of the
     provisions  of this  section by the  Executive,  in  addition  to all other
     remedies  at law or in equity  possessed  by the  Company,  (i) the Company
     shall have the right to  terminate  and not pay any amounts  payable to the
     Executive under this Agreement, (ii) all Options that are unexercised shall
     be  immediately  forfeited  and  returned  to the  Company,  and  (iii) the
     Executive  shall  immediately  account  to the  Company  and  return to the
     Company an amount in cash  equal to all  profits or  benefits  obtained  or
     realized by the Executive by virtue of the ownership or  disposition of the
     Options.

7.       Indemnification and Liability Insurance.  If the Executive is or during
         the term of this  Agreement  becomes a director of or holds a corporate
         office with the Company:

     (a)Indemnification.  The Company  shall  indemnify  and hold the  Executive
     harmless,  to the fullest extent legally permitted by Section 78.751 of the
     Nevada  Corporation  Code (as  amended  and in  effect  from  time to time)
     against any and all expenses,  liabilities,  and losses (including  without
     limitation,   reasonable  attorneys'  fees  and  disbursements  of  counsel
     reasonably  satisfactory  to the  Company),  incurred or suffered by him in
     connection  with his service as a director or officer of the Company  under
     this  Agreement,  in each  case,  except to the  extent of the  Executive's
     intentional misconduct, fraud, or knowing violation of law.

     (b)  Insurance.  The  Company  shall  maintain,  for  the  benefit  of  the
     Executive,  a directors' and officers'  liability insurance policy insuring
     the Executive's service as a director or officer or both of the Company (or
     any  affiliate  or  subsidiary  of the  Company)  during  the  term of this
     Agreement in accordance with its customary practices as in effect from time
     to time. The parties  acknowledge and agree that the policy may cover other
     officers and directors of the Company in addition to the Executive.
     

<PAGE>

8. Licenses and  approvals.  This  Agreement is  contingent  on any necessary
approvals and licenses from any regulatory  authorities having jurisdiction over
the parties or the subject matter of this  Agreement.  Each party shall promptly
apply to the appropriate  regulatory  authorities for any licenses and approvals
necessary  for that party to  perform  under this  Agreement,  shall  diligently
pursue  its  applications  and pay all  associated  costs  and  fees,  and shall
otherwise  cooperate  with any requests,  inquiries,  or  investigations  of any
regulatory  authorities  or law  enforcement  agencies  in  connection  with the
Company, its affiliates, or this Agreement. If any license or approval necessary
for  either  party to perform  under this  Agreement  is denied,  suspended,  or
revoked,  this Agreement shall be void, provided,  however,  that if the denial,
suspension, or revocation affects performance of the Agreement in part only, the
parties may be mutual agreement  continue to perform under this Agreement to the
extent it is unaffected by the denial, suspension, or revocation.

9. Compliance program. The parties acknowledge that Alliance Gaming Corporation,
as a company that  operates and as the parent of  companies  that operate  under
privileged  licenses in a highly  regulated  industry,  maintains  a  compliance
program to protect and preserve the name, reputation,  integrity,  and good will
of Alliance and its  subsidiaries  and affiliates  through a thorough review and
determination  of the integrity and fitness,  both initially and thereafter,  of
any person or company that performs work for those companies or with which those
companies  are  otherwise  associated,   and  to  monitor  compliance  with  the
requirements   established   by  gaming   regulatory   authorities   in  various
jurisdictions  around the  world.  This  Agreement  and the  association  of the
Company and its  affiliates  with the Executive are  contingent on the continued
approval of Alliance and its compliance  committee under the Alliance compliance
program.  The parties shall cooperate with Alliance and its compliance committee
as  reasonably  requested  by Alliance or the  committee  and shall  provide the
committee with such  information as it may request.  If Alliance,  acting on the
recommendation of the committee, withdraws its approval of this Agreement or one
or more of the other  parties,  then this  Agreement  shall be void and  neither
party shall have any rights thereunder. 

10. General Provisions.

     (a)  Arbitration.  Any  controversy  or claim arising out of or relating to
     this  Agreement  or its breach  (except,  at the option of the  Company,  a
     controversy  or claim  arising  out of or  relating  to section , which the
     Company may choose to be adjudicated in a federal or state court sitting in
     Las Vegas,  Nevada),  shall be settled by arbitration in Las Vegas, Nevada,
     in  accordance  with  the  Commercial  Arbitration  Rules  of the  American
     Arbitration  Association,  and  judgment  on  the  award  rendered  by  the
     arbitrator or arbitrators  may be entered in any court having  jurisdiction
     thereof.  If  any  arbitration  or  other  legal  or  equitable  action  or
     proceeding is instituted to enforce any provisions of this  Agreement,  the
     prevailing  party shall be entitled to recover as costs such amounts as the
     court  or  arbitrator  may  judge to be  reasonable,  including  costs  and
     attorneys' fees.

<PAGE>

     (b) Further assurances. Each party shall execute all documents and take all
     other  actions  necessary  to effect the  provisions  and  purposes of this
     Agreement.

(c) Entire agreement.  This Agreement  contains the entire agreement between the
parties and supersedes all other oral and written agreements  previously entered
into by the  parties  concerning  the same  subject  matter. 

     (d)  Modification,  rescission,  and  assignment.  This  Agreement  may  be
     modified  or  rescinded  only with the  written  consent  of both  parties.
     Neither this Agreement nor any right or interest under this Agreement shall
     be  assignable  by either party  without the written  consent of the other,
     provided, that (i) if the Executive dies during the term of this Agreement,
     the Executive's estate and his heirs, executors, administrators,  legatees,
     and distributees  shall have the rights and obligations as provided in this
     Agreement,  and (ii)  nothing  contained in this  Agreement  shall limit or
     restrict  the  Company's  ability  to merge or  consolidate  or effect  any
     similar  transaction  with any other  entity,  irrespective  of whether the
     Company is the surviving entity (including a split up, spin off, or similar
     type  transaction),  provided that one or more of such  surviving  entities
     continues to be bound by the  provisions  of this  Agreement now binding on
     the Company.

     (e) Controlling law;  severability.  Nevada law shall govern this Agreement
     and its  interpretation.  If any provision is unenforceable for any reason,
     it shall be deemed  stricken  from the  Agreement  but shall not  otherwise
     affect the  intention  of the parties or the  remaining  provisions  of the
     Agreement.

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

     (g) No third  party  benefits.  This  Agreement  is for the  benefit of the
     parties and their  permitted  successors  and assigns.  The parties  intend
     neither to confer any benefit hereunder on any person, firm, or corporation
     other than the parties hereto, nor that any such third party shall have any
     rights under this Agreement.

     (h)  Indulgence.  Neither  the  failure nor any delay on the part of either
     party to  exercise  any  right,  remedy,  power,  or  privilege  under this
     Agreement  shall  operate  as a waiver  thereof,  nor shall  any  single or
     partial  exercise of any right,  remedy,  power, or privilege  preclude any
     other or further exercise of the same or of any other right, remedy, power,
     or  privilege,  nor  shall any  waiver  of any  right,  remedy,  power,  or
     privilege  with respect to any  occurrence be construed as a waiver of such
     right, remedy, power, or privilege with respect to any other occurrence.

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

     (j)   Counterparts;   facsimiles.   This   Agreement  may  be  executed  in
     counterparts,  each of which shall be deemed an original, and all of which,
     taken  together,  shall  constitute  one  and  the  same  instrument.  This
     Agreement  may be executed and  delivered  by exchange of facsimile  copies
     showing the  signatures of the parties,  and those  signatures  need not be
     affixed to the same copy.  The facsimile  copies so signed will  constitute
     originally   signed  copies  of  the  same  consent  requiring  no  further
     execution.

     (k)  Captions;  construction;  drafting  ambiguities.  The captions in this
     Agreement are for  convenience  only and shall not be used in  interpreting
     it. In interpreting  this Agreement any change in gender or number shall be
     made as appropriate to fit the context. Each party has reviewed and revised
     this Agreement with  independent  counsel or has had the  opportunity to do
     so.  The rule of  construction  that  any  ambiguities  are to be  resolved
     against the drafting party shall not be employed in the  interpretation  of
     this Agreement or of any amendments or exhibits to this Agreement.

11.  Condition  precedent.  This  Agreement  is subject to approval by the
Company's  board of  directors  and shall be of no force and  effect  until that
approval is given and is evidenced by a written resolution of the board.

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

ALLIANCE GAMING CORPORATION


By:   
   -------------------------                                   -------------
     Morris Goldstein, President                               John Hudson