Exhibit 10.65
               
EXECUTIVE  EMPLOYMENT  AGREEMENT dated as of July 1, 1998, by and among ALLIANCE
GAMING  CORPORATION,  6601 South Bermuda Road, Las Vegas, Nevada 89119 (with its
subsidiaries,  "Alliance"); ALLIANCE AUTOMATEN GmbH & CO. KG, Maybachufer 48B51,
12045 Berlin,  Germany (with its  subsidiaries,  "Automaten",  and together with
Alliance, the "Companies"); and HANS KLOSS, Kronprinzenstrasse 48, 13589 Berlin,
Germany (the "Executive").

The parties agree as follows:

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

2.   Term;  Extension.  The term of this Agreement  shall begin on July 1, 1998,
     and, unless terminated earlier pursuant to this Agreement,  shall expire on
     December  31, 2000.  During the term of this  Agreement  the parties  shall
     negotiate  in good  faith  for an  agreement  for  Executive  to serve as a
     consultant  to the  Companies  for  two  years  or  more  beginning  at the
     expiration of this Agreement,  which  agreement  shall include  restrictive
     covenants  comparable to those  contained in section 6 and such  additional
     terms and conditions as the parties may in good faith agree.

3.   Position  and  Duties.  The  Executive  shall  report to the  president  of
     Alliance.  The Executive's duties and responsibilities shall be limited to:
     serving      as      fully      authorized      General      Representative
     ("Generalbevollmachtigter")   of   Automaten;   serving  as   international
     executive  team member for Alliance and  directing  development  in Europe,
     Australia,  South Africa, and such other  jurisdictions as the president of
     Alliance  may  designate  from  time  to  time;   serving  as  new  product
     development  team  member  for  Alliance   subsidiary  Bally  Gaming,  Inc.
     (including its Bally Systems division); assisting the managing directors of
     Automaten  in political  and industry  relations  and  undertaking  special
     assignments and such other duties as the managing directors may assign from
     time to time; and undertaking  special assignments and such other duties as
     may be  assigned  from  time to  time by the  president  of  Alliance.  The
     Executive  shall perform the duties  contemplated by the foregoing and such
     other duties,  consistent  with his  experience  and  abilities,  as may be
     assigned to the Executive by the president of Alliance. The Executive shall
     use his best  efforts to the  business  and  affairs of and to further  the
     interests of the  Companies,  and at all times conduct  himself in a manner
     that  reflects  credit  on the  Companies,  provided,  however,  that it is
     contemplated  that the Executive  shall not be required to devote more than
     one-half  his  normal  working  time to the  business  and  affairs  of the
     Companies.  It is  contemplated  that the Executive  shall render  services
     under this  Agreement from Berlin,  Germany,  to Automaten and KG only, but
     outside  of  Germany  to  Alliance  as  required;   however,   the  parties
     acknowledge  and  agree  that  the  Executive  may be  required  to  travel
     extensively in fulfilling his duties hereunder.

4.       Compensation.

(a)           Salary.  The  Companies  shall pay the  Executive a base salary of
              DM954,600  a  year  in  installments  on the  regularly  recurring
              paydays  in  accordance  with the  Companies'  practice,  with a 4
              percent  increase  at the  end of  each  year  of the  Executive's
              employment under this Agreement.

(b)           Bonuses.  The Executive  shall not be eligible to receive any cash
              or other  bonuses from the  Companies,  except that the  Executive
              shall be  eligible  to receive a cash  bonus  with  respect to and
              after the close of the 1997/1998  business year in connection with
              the  Executive's  employment  with Bally  Wulff  during that time,
              provided,  that  neither  the  Companies  nor Bally Wulff shall 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  Companies  and may be based on any criteria the  Companies
              deem relevant.

(c)           Reimbursement of expenses. In accordance with established policies
              and  procedures  of the  Companies as in effect from time to time,
              the  Companies  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.

(d)           Options.  The Executive  shall be eligible to receive options (the
              Options) to acquire shares of the publicly-traded  common stock of
              Alliance,  provided,  however,  that the  Companies  shall  not be
              obligated to award any Options and the award,  if any, and amount,
              timing,  and terms of any such Options  shall be solely within the
              discretion  of the  Companies and may be based on any criteria the
              Companies deem relevant.

(e)           Vacation. The Executive shall be entitled to six 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 Companies  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 Companies to their
              senior executive officers.

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

(g)           Car allowance.  The Companies, at their expense, shall furnish the
              Executive  with a company  car (in or  comparable  to a car in the
              five-liter  engine  class) for business  travel and personal  use.
              Without  diminishing the Executive's  responsibility  for taxes on
              other  portions  of his  compensation  under this  Agreement,  the
              Executive shall be responsible  for any taxes  associated with his
              receipt of this benefit.

(h)           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 Companies.

5.       Termination. This Agreement cannot be terminated by either party before
         the  expiration  of this  Agreement  pursuant  to section 2,  except as
         follows:

(a)           Disability.  If the  Executive,  because of illness or incapacity,
              fails to  discharge  his duties under this  Agreement  for nine or
              more consecutive months or for noncontinuous  periods  aggregating
              to twenty-two weeks in any twelve-month  period, the Companies may
              terminate  this  Agreement  on thirty days notice,  whereupon  the
              obligations of the Companies and the rights of the Executive under
              this Agreement shall terminate, except that:

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(1)                        The Companies shall pay the  Executive's  salary on a
                           pro-rata  basis  for six  months  after  the  date of
                           disability,  offset by any  benefits  payable  to the
                           Executive under any disability  insurance policy paid
                           for by the Companies; and

(2)                        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 Companies and the rights of the Executive under
              this Agreement shall terminate except that:

(1)                        The Companies  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 Companies; and

(2)                        The Companies shall reimburse the Executive's  estate
                           for all expenses  incurred and reimbursable  under to
                           section 4(c).

(c)  Termination  by either party with cause.  Subject to the  prerequisites  of
     applicable  law,  either  party may  terminate  this  Agreement at any time
     without  notice,  with cause,  including but not limited to, in the case of
     the   Companies    termination   of   this   Agreement,    the   Executives
     insubordination, fraud, disloyalty, dishonesty, or willful misconduct, and,
     in the case of either  party's  termination  of this  Agreement,  the other
     party's material breach of any provision of this Agreement. If either party
     terminates  this  Agreement for cause,  the Companies  obligations  and the
     Executive's  rights under this Agreement shall  terminate,  except that, if
     the Executive  terminates  this  Agreement for cause,  the Companies  shall
     continue to pay the Executive's  salary and furnish the benefits  described
     in paragraph 4(f) for twelve months after the date of  termination,  offset
     by any  compensation  and  benefits  received by the  Executive  from other
     employment  during that period.  Any  termination for cause shall not limit
     any other  right or  remedy  the  terminating  party  may have  under  this
     Agreement or otherwise.

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(d)           Termination  by  Companies   without  cause.   The  Companies  may
              terminate  this Agreement at any time without cause (as defined in
              paragraph  5(c)),  whereupon  the  Companies  obligations  and the
              Executive's  rights under this Agreement shall  terminate,  except
              that the Companies  shall continue to pay the  Executive's  salary
              and furnish the benefits  described  in paragraph  4(f) for twelve
              months after the date of termination,  offset by any  compensation
              and  benefits  received  by the  Executive  from other  employment
              during that period.

(1)               Termination  by  Executive  without  cause.  If the  Executive
                  resigns  without  cause (as defined in paragraph  5(c)),  this
                  Agreement shall  terminate as of the date of his  resignation,
                  and the Companies obligations and the Executive's rights under
                  this Agreement shall terminate.

(2)               Survival  of  restrictive   covenants.   Notwithstanding   the
                  expiration or  termination  of this  Agreement for any reason,
                  the  Executive's  covenants  in section 6 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 section 2,  except as  otherwise  provided  in  paragraph
     6(a)(2)),  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 Companies (which, for purposes of this
     paragraph,  shall include any of the Companies  subsidiaries or affiliates)
     in any  area  where  the  Companies  are  doing  business  at the  time  of
     termination. The Companies and the Executive acknowledge and agree that the
     Companies  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  Companies  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  section 2, until the parties enter into a
                           consulting agreement as contemplated under section 2,
                           the  Companies   may,  in  their  sole  and  absolute
                           discretion,  continue to pay the  Executive  the base
                           salary  set  forth in  paragraph  4(a) and the  other
                           benefits set forth in paragraph  4(f), in which case,
                           and for so long as the  Companies  continue to do so,
                           the  Executive  shall be bound  by the  covenant  set
                           forth in paragraph 6(a)(1).

(3)                        Executive's  ownership  interest in the Beromat GmbH,
                           Berlin,  shall not be deemed a violation of paragraph
                           6(a)(1)  as  long as  Beromat  devotes  its  services
                           exclusively  to Automaten  and its  subsidiaries  and
                           other affiliates.

<PAGE>

(4)                        Executive shall keep detailed  records of the work he
                           performs  for   Alliance   and  their   subsidiaries,
                           supported  by  time   reports,   travel  and  expense
                           reports,  diaries, and similar  documentation showing
                           the time,  work,  and expenses  attributable  to each
                           company.

(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 Companies  (which,  for purposes of this paragraph,  shall
     include any of the Companies  subsidiaries  or affiliates) or of anyone who
     has  heretofore  traded  or dealt  with the  Companies,  regardless  of the
     location of such customers or  prospective  customers of the Companies with
     respect to any technologies,  services,  products,  trade secrets, or other
     matters in which the  Companies  are  active,  or (ii) aid or  endeavor  to
     solicit or induce any other  employee or  consultant  of the  Companies  to
     leave the Companies 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 Companies and their  stockholders all secret,  confidential,
     and proprietary information,  knowledge, and data relating to the Companies
     (and any of their  subsidiaries or  affiliates),  obtained by the Executive
     during or by reason of the Executive=s employment by the Companies.  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
     Companies 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
     Companies (or as applicable  their  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  Companies,  in
     furtherance  of the  business  and for the  benefit of the  Companies,  the
     Executive may provide confidential information as appropriate to attorneys,
     accountants,  financial institutions, and other persons or entities engaged
     in  business  with  the  Companies  from  time to time.  It shall  not be a
     violation of this provision for the Executive to take  Companies  documents
     to his home in the course of and for the purpose of  performing  under this
     Agreement,  provided  that the  Executive  shall  maintain  and  keep  such
     documents  confidential  as required by this  provision and shall  promptly
     return  all such  documents  to the  Companies  at their  request or on the
     expiration or other termination of this Agreement.

(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   Companies,   their   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.

(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   Companies   or   any  of   their
                           subsidiaries  or  affiliates,  or  (ii)  any  form of
                           restructuring,     recapitalization,    or    similar
                           transaction  with respect to the  Companies or any of
                           their subsidiaries or affiliates; or

(2)                        Acquire,  or offer,  propose, or agree to acquire, by
                           tender  offer,  purchase,  or  otherwise,  any voting
                           securities of the Companies or of their  subsidiaries
                           or affiliates, except through the exercise of options
                           or warrants beneficially owned as of the date of this
                           Agreement; or
<PAGE>

(3)                        Make or in any way participate in any solicitation of
                           proxies or written  consents  with  respect to voting
                           securities   of  the   Companies   or  any  of  their
                           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 Companies or a nominee to or member of
                           their board of directors or the board of directors of
                           any  affiliate or  subsidiary of the Companies or any
                           of their affiliates or subsidiaries; or

(5)                        Seek to  influence  any  person  with  respect to the
                           voting or disposition of any voting securities of the
                           Companies or any of their affiliates or subsidiaries;
                           or

(6)  Demand a copy of the list of stockholders or other books and records of the
     Companies or any of their 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  Companies  or any of
                           their  affiliates  or  subsidiaries  or that seeks to
                           affect  control  of the  Companies  or  any of  their
                           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  Companies  or  any  of  their
                           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 Companies or any
                           of their affiliates or subsidiaries; or

(10) Seek to amend or change this provision.

(e)           Injunctive relief.  The Executive  acknowledges that the Companies
              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  Companies  will be  entitled,  at the  Companies
              option,  to injunctive  relief  against any breach or  prospective
              breach by the Executive of the Executive's  obligations under this
              section,  in addition to monetary  damages and any other  remedies
              available at law or in equity.

(f)  Material  Inducements.  The restrictive  covenants and other  provisions in
     this section are material  inducements  to the Companies  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 Companies,  (i) the Companies
     shall have the right to  terminate  and not pay any amounts  payable to the
     Executive  under this  Agreement,  (ii) any options held by the  Executive,
     however  acquired,  to  purchase  stock  of the  Companies  or any of their
     affiliates  or  subsidiaries  that are  unexercised  shall  be  immediately
     forfeited  and returned to the  Companies,  and (iii) the  Executive  shall
     immediately  account to the Companies and return to the Companies an amount
     in cash equal to all  profits  or  benefits  obtained  or  realized  by the
     Executive by virtue of the ownership or disposition of any such 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 Companies:

(a)           Indemnification.  The  Companies  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  Companies),  incurred  or suffered by him in

<PAGE>

              connection  with his  service  as a  director  or  officer  of the
              Companies 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 Companies 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 Companies (or any affiliate or subsidiary of the Companies)
              during  the  term of  this  Agreement  in  accordance  with  their
              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 Companies in addition to the Executive.

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 Companies,  their 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 by 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,  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 Companies and their  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)           Further  assurances.  Each party shall  execute all  documents and
              take all other  actions  necessary  to effect the  provisions  and
              purposes of this Agreement.

(b)           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.

(c)  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  Companies  ability  to merge or  consolidate  or effect  any
     similar  transaction with any other entity,  irrespective of whether either
     of the Companies 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 Companies.

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(d)           Severability. 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.

(e)           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.

(f)           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.

(g)           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.

(h)           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.

(i)           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.

(j)           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.

(k)           Acknowledgment of Executive's  service. The Companies and Alliance
              acknowledge  that the Executive has been employed by the Companies
              or their affiliates or predecessors continuously since April 1970.

11.      Conditions  precedent.  This  Agreement  is subject to  approval by the
         Companies  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.  This Agreement is further  subject to the Companies  receipt of
         the Executive's  written  resignation as co-managing  director of Bally
         Wulff and from all other  offices and  positions  held in the Companies
         and any of their  subsidiaries,  except  offices and positions to which
         the Executive is appointed under this Agreement.

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



<PAGE>



ALLIANCE GAMING CORPORATION


By:
              Morris Goldstein, President                          Hans Kloss

ALLIANCE AUTOMATEN GmbH & CO. KG


By:

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