EXHIBIT 10.13

                                      RCT = Requested Confidential Treatment

                   FIRST AMENDMENT TO SETTLEMENT AGREEMENT

THIS FIRST AMENDMENT TO SETTLEMENT AGREEMENT ("First Amendment") is made as
of this 22nd day of December, 1999, among Cardivan Company, a Nevada
corporation; Corral United, Inc., a Nevada corporation; Jackpot Enterprises
Inc., a Nevada corporation; and Albertson's, Inc., a Delaware corporation.

                                   RECITALS

1.  The parties to this First Amendment entered a Settlement Agreement as of
    November 18, 1999, to resolve disputes arising from license agreements
    and litigation identified therein; and now desire to amend the Settlement
    Agreement to more accurately reflect their original intent.

                                   AGREEMENT

1.  Paragraph 13 of the Settlement Agreement is hereby omitted, and the
    following substituted in its place:

       13.  Albertson's agrees to give Cardivan a credit against the license
            fees it has paid to Albertson's on account of the 15 Las Vegas
            stores, from the time that Raley's took possession until
            Feb. 1, 2000, ("Paid License Fees") to the extent the Paid
            License Fees exceed the amount that United agreed to pay to
            Raley's.  (The amount of excess is approximately RCT per
            device per month reflecting a payment for the Southern Nevada
            stores of RCT per device per month which amount constitutes
            the total amount of lost fees that Raley's would have received
            from United for all devices in Nevada.)  This credit shall
            automatically be reduced, and may be reduced to zero, by a) the
            amount of the Paid License Fees, if any, that a court orders
            that Raley's is entitled to; and/or by b) the amount of the
            Paid License Fees, if any, that Albertson's, and Cardivan agree
            should be paid to Raley's.  This credit shall not be given
            until both the Action and United Coin v. Cardivan, Albertson's,
            et al. filed in District Court, Clark Co., Nevada, are dismissed
            or otherwise finally adjudicated.

  2.  In all other respects, the Settlement Agreement remains unchanged
      and in full force and effect.

  ALBERTSON'S INC.                         JACKPOT ENTERPRISES INC.


  By:  /s/ Charles F. Cole                 By:  /s/ Don R. Kornstein
       _________________________________        __________________________
       Name:  Charles F. Cole                   Name:  Don R. Kornstein
       Title: Vice President, Litigation        Title: President and Chief
              and Regulatory Affairs                   Executive Officer

  AMERICAN DRUG STORES INC.                CARDIVAN COMPANY

  By:  /s/ Charles F. Cole                 By:  /s/ George Congdon
       __________________________________       __________________________

       Name:  Charles F. Cole                   Name:  George Congdon
       Title: Vice President                    Title: President

  LUCKY STORES INC.                        CORRAL UNITED INC.

  By:  /s/ Charles F. Cole                 By:  /s/ George Congdon
       __________________________________       __________________________
       Name:  Charles F. Cole                   Name:  George Congdon
       Title: Vice President                    Title: President