EXHIBIT 10.12

                                       RCT = Requested Confidential Treatment

          SETTLEMENT AGREEMENT made as of the 18 day of November, 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.

                                  WITNESSETH

          WHEREAS, Cardivan Company ("Cardivan") and Corral United Inc.
("Corral") are each fully owned subsidiaries of Jackpot Enterprises Inc.
("Jackpot") and both Cardivan and Corral are licensees under certain license
agreements with Lucky Stores Inc., a Nevada corporation, and American Drug
Stores Inc., an Illinois corporation, both of which are wholly owned
subsidiaries of American Stores Company, a Delaware corporation;

          WHEREAS, Albertson's Inc. ("Albertson's") and American Stores
Company merged on June 23, 1999, and Albertson's is now the successor to the
license agreements to which American Drug Stores Inc. and Lucky Stores Inc.
are a party with Cardivan and Corral;

          WHEREAS, the license agreements which are affected by this
settlement agreement are as follows:
          (1)     License agreement made as of September 16, 1998 between
Albertson's and Cardivan (the "Albertson's Agreement");

          (2)     License agreement entered into as of April 24, 1997 between
Lucky Stores Inc. and Cardivan (the "Lucky Agreement");

          (3)(i)  License agreement entered as of April 24, 1997 between
American Drug Stores Inc. and Corral, and (ii) license agreement entered
into as of April 24, 1997 between American Drug Stores Inc. and Cardivan
(collectively, the "Sav-On Agreement");

          WHEREAS, Albertsons and Raley's, a California corporation
("Raley's"), entered into an Asset Purchase Agreement dated as of May 17,
1999, by which Albertson's divested itself of 15 supermarkets that had
been covered by the Albertson's Agreement;

          WHEREAS, Cardivan commenced a lawsuit against Albertson's and
Raley's, Case No. CV-S-99-1100-DWH-RJJ, in which Cardivan seeks declaratory
relief, injunctive relief, and damages and which action is pending in the
United States District Court, District of Nevada ("the Action");

          WHEREAS, Cardivan and Albertson's wish to settle the dispute and
lawsuit as between them upon the following terms and conditions.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein and after set forth, the parties agree as follows:

1.        Albertson's hereby represents and warrants that it has full
          authority and ability to enter into this agreement, on behalf
          of itself and on behalf of Lucky Stores Inc. and American Drug
          Stores Inc.

2.        The Lucky and Sav-On Agreements are hereby terminated except as
          provided in Items 5 and 18 hereof, and the Albertson's Agreement
          is hereby amended to grant Cardivan an exclusive for the operation
          of gaming devices in all supermarkets, drug stores and convenience
          stores (as hereinafter defined) operated in the State of Nevada
          by Albertson's or any of its affiliates subject to the terms of
          this agreement.  The term of the Albertson's Agreement is revised
          to end RCT; provided, however, that in the event Albertson's and/or
          its affiliates, between RCT and RCT, have not opened at least RCT
          new or replacement supermarkets in that area consisting
          of the cities of Las Vegas, North Las Vegas, and Henderson, Nevada,
          and the unincorporated area immediately adjacent thereto ("Las
          Vegas metropolitan area") (net of any supermarkets which have been
          permanently closed for business with no replacement in which
          gaming is permitted, but without any deduction or adjustment for
          stores sold to an unrelated third party or closed for reasons
          beyond Albertson's reasonable control [e.g., condemnation and
          change of law]), which calculation shall be made as of RCT
          the date of expiration of such term shall be extended from
          RCT to RCT.  Cardivan shall have the right, in its sole and
          absolute discretion, upon written notice to Albertson's
          received at least RCT prior to expiration of the initial term
          (which notice may be conditioned on (i) Albertson's and/or its
          affiliates opening the RCT supermarkets on the terms set forth
          above, or (ii) the absence of any material event beyond Cardivan's
          reasonable control occurring prior to the date of expiration of
          the initial term that could adversely affect the financial
          benefits of Albertson's Agreement to Cardivan) to extend the
          agreement through RCT.

3.        RCT and limit Jackpot's guaranty in Albertson's Agreement to
          Cardivan's obligations relating to the combo stores.

4.        Delete Albertson's and Cardivan's options to terminate the
          Albertson's Agreement effective RCT as set forth in Paragraph 2(c)
          of the agreement.

5.        License fees:

          A.     License fees will be based on store format.  Fees in Lucky
                 Agreement will apply to all existing and future food stores
                 (excluding drug and convenience stores), operated under
                 any trade name by Albertson's or any of its affiliates
                 which do not have an in-store pharmacist ("traditional
                 stores").  Fees in Albertson's Agreement will apply to all
                 existing and future food stores, operated under any name
                 by Albertson's or any of its affiliates, which includes a
                 pharmacist ("combo stores"; the traditional stores and
                 combo stores being herein collectively referred to as
                 "supermarkets").  Fees in Sav-On Agreement will apply to
                 all drug stores operated under any trade name by Albertson's
                 or any of its affiliates.  The term "drug store" shall not
                 include a drug or pharmacy department located within a combo
                 store.

          Note:  The fees for combo store #6046 Rainbow & Charleston (Lucky
                 #121-787) shall be determined by the Albertson's agreement
                 RCT.

          B.     License fees for the option term will be the same as
                 currently set forth in the agreements.

          C.     License fees for the period commencing RCT and ending
                 RCT will be adjusted as follows:

                 Northern Nevada:  The fees for Albertson's #149, #151 and
                 #175 will be based on actual number of machines (15) in
                 each supermarket.

                 Fees for all supermarkets (with or without a pharmacy)
                 located or to be opened in Reno/Sparks/Carson City will be
                 reduced to RCT from the fee schedule set forth in the
                 Albertson's Agreement.

                 Fees for the supermarkets located or to be opened in Elko
                 and Winnemucca will be reduced RCT from the fee schedule set
                 forth in the Albertson's Agreement.

                 Southern Nevada:  Fees for traditional stores located or to
                 be opened in Las Vegas metropolitan area will be based on
                 the fee schedule set forth in the Lucky's Agreement
                 subject to a RCT reduction in monthly fees for each store.

                 For all combo stores opened in the Las Vegas metropolitan
                 area on or after RCT, the license fee per machine per month
                 will be reduced RCT from the fees set forth in the
                 Albertson's Agreement for the balance of the initial term.
                 In the event Cardivan exercises its option to extend the
                 agreement for the option term, all amounts associated with
                 the RCT reduction in fees attributable to the new combo
                 stores (and without any reduction whatsoever for the RCT
                 adjustment in fees set forth in Items 1 and 2 of the
                 "Additional Provisions" described in Exhibit "C" to
                 Albertson's Agreement) will be repaid to Albertson's with
                 interest at an annual rate of RCT either (i) in a lump sum
                 on the first day of the option term, or (ii) over the
                 duration of the option term in accordance with terms
                 mutually agreed by the parties.  In the event Cardivan fails
                 to exercise the option term, no repayment will be required.

                 Note:  The RCT adjustment set forth above will not
                 affect the provision in Albertson's Agreement providing
                 for license fees during the RCT year of operation of
                 any combo store to be reduced to RCT of the stipulated
                 rate (as adjusted herein).

                 Sav-On: Fees for all drug stores located or to be opened
                 in the state of Nevada will be reduced to RCT per
                 machine per month.  If the initial term is extended through
                 RCT, the license fee per machine per month for the
                 period RCT through RCT will be RCT.

          D.     Notwithstanding anything to the contrary in Items 5.A. -
                 5.C. above, in the event Cardivan or any of its affiliates
                 is party to any agreement with RCT which provides for the
                 payment of rent or license fees for combo stores located in
                 the Las Vegas metropolitan area greater than the license
                 fees set forth in this agreement for Albertson's combo
                 stores located in Las Vegas metropolitan area, the license
                 fees set forth in this agreement for such stores without
                 regard to temporary adjustment, reductions, or abatements
                 otherwise provided in either the Albertson's Agreement or
                 this agreement (e.g., the RCT reduction or RCT adjustment
                 in fees described in Item 5.C. above) shall be automatically
                 adjusted from time to time to equal the greater of (i)
                 the license fees set forth in this agreement for such
                 stores, and (ii) the rent or license fees paid to RCT.

6.        Cardivan will have the right to reduce the number of machines in
          each Sav-On drug store (new or existing) from RCT to a minimum of
          RCT machines.  Once a reduction is made, Cardivan will have no
          right to increase the number of machines without Albertson's
          consent and all excess space will be relinquished to Albertson's
          for use in Albertson's operations.

7.        Cardivan will have the right to close gaming operations in the
          Sav-On drug stores during the "graveyard" shift (approximately
          11:00 p.m. to 7:00 a.m.) with RCT adjustment in license fees.

8.        In the event Albertson's in any RCT period during the period
          starting RCT and ending RCT sells to an unrelated third party a
          minimum of either RCT supermarkets or RCT drug stores in which
          gaming is permitted and which are located in the state of Nevada
          (net of any stores which are sold to an unrelated third party who
          either [i] assumes Albertson's agreement with Cardivan for such
          stores, [ii] enters into a new agreement with Cardivan for the
          operation of gaming devices in such stores, or [iii] is party to an
          agreement granting Cardivan or any of its affiliates the right to
          operate gaming devices in such stores), Albertson's agrees to RCT
          that would otherwise have been paid by Cardivan for such stores
          had the stores remained open calculated from the date of
          closing/sale to RCT.

9.        In the event Albertson's elects to operate gaming devices in any
          convenience stores associated with its fuel center facilities
          located in the state of Nevada ("convenience stores"), Cardivan
          shall have the exclusive right to such gaming operations during
          the term of the Albertson's Agreement (as revised herein).
          Cardivan will have the option to put a maximum of RCT machines in
          each convenience store.  The minimum number of machines permitted
          in convenience stores located in the Reno/Sparks/Carson City area
          will be RCT; for convenience stores located in the Las Vegas
          metropolitan area, the minimum will be RCT; and for all other
          areas, the minimum will be mutually determined by the parties.
          Once a decision is made, Cardivan will have no right to increase
          the number of machines without Albertson's consent and all excess
          space will be relinquished to Albertson's for use in Albertson's
          operations.  The license fees for convenience stores will be
          RCT per machine per month during the initial term and RCT
          per machine per month during the option term.  Albertson's will
          provide all change people required for the operation of gaming
          devices in such stores.

10.       Effective RCT, the balance of the security deposits under both the
          Lucky and Albertson's Agreements in the aggregate amount of
          RCT will be applied to Albertson's/Lucky's/Sav-On's license fees.

11.       The nonrefundable fee in the amount of RCT under the Albertson's
          Agreement will be prorated from RCT, and the prorata amount for the
          period attributable to the period after Cardivan vacates all of the
          15 stores sold to Raley's shall be applied to
          Albertson's/Lucky's/Sav-On's license fees effective as of the
          vacating date.  For the purpose of this Item 11, Cardivan shall not
          be deemed to have vacated the stores during such period of time as
          Cardivan or any of its affiliates have the right to operate gaming
          devices in such stores pursuant to a separate agreement with
          Raley's or any of its affiliates.

12.       Effective RCT, Albertson's will credit to the
          Albertson's/Lucky's/Sav-On license fees an amount equal to the
          store closure allowance (approximately RCT) currently
          allowed under Albertson's Agreement and attributable to the
          period of closure for the 15 stores sold to Raley's subject to
          Cardivan's agreement to repay, and indemnify Albertson's against,
          any portion of such amount which the court orders be paid to
          Raley's or any other party.

13.       Albertson's agrees to give Cardivan a credit against the
          Albertson's/Lucky/Sav-On license fees for any portion of the
          license fees already paid to Albertson's (and not otherwise
          paid or reimbursed to Cardivan) for the period after the date of
          the sale to Raley's which the court orders (or absent an order
          by the court, Cardivan, Raley's and Albertson's agree) are not
          required to be paid to Raley's or to any other person on Raley's
          behalf.

14.       Effective as of the date Cardivan vacates the 15 stores sold to
          Raley's, Albertson's agrees to credit Cardivan's license fees for
          the Albertson's/Lucky/Sav-On stores with an amount, not to
          exceed RCT, equal to the unamortized portion of the
          license taxes/permit fees paid by Cardivan to local and/or state
          governmental authorities prior to February 1, 2000 for the 15
          stores sold to Raley's.

15.       Cardivan shall vacate the 15 stores sold to Raley's by February 1,
          2000 unless otherwise agreed in writing by Raley's on terms which
          will not subject Albertson's to liability for any such extension
          beyond February 1, 2000 (including any claim by United Coin against
          Raley's which could be pursued against Albertson's under the terms
          of the Asset Purchase Agreement or otherwise or any claim by
          Raley's for amounts described in Items 10, 11, 13 or 14 which have
          been credited to license fees due under Albertson's Agreement as
          revised herein).

16.       Cardivan agrees to dismiss the Action against Albertson's with
          prejudice, with both parties to pay their respective costs and
          attorneys' fees.  Because both parties shared confidential
          information with the other party's outside counsel in negotiating
          the settlement of the Action, Cardivan will ensure that RCT, will
          represent Anchor Coin against Albertson's regarding any claim made
          or that could have been made in the Action or in United Coin
          Machine Co. v. Cardivan Co., et al., Case #A408506, pending in
          District Court, Clark County, Nevada; and Albertson's will ensure
          that neither RCT will represent Raley's against Cardivan regarding
          any claim made or that could have been made in the Action or in
          United Coin Machine Co. v. Cardivan Co., Case #408506, pending in
          District Court, Clark County, Nevada ("the United Action").  Upon
          the execution of this Settlement Agreement by all parties, Cardivan
          will prepare and execute a stipulation and order of dismissal of
          its claims against Albertson's which will be held in escrow by
          Albertson's counsel pending negotiations with Raley's, Anchor Coin
          and United Coin.  The stipulation may be filed under seal by
          Albertson's counsel on 24 hours written notice to Cardivan's
          counsel.

17.       Albertson's and Cardivan will use reasonable efforts to encourage
          Raley's to permit Cardivan to operate in Raley's stores in Clark
          County, Nevada, and to encourage United Coin, Anchor Coin and
          Raley's to settle all claims made or that could have been made in
          the pending federal or state lawsuits.

18.       Albertson's agrees not to assert, and hereby waives, any claims
          against Cardivan arising out of the transactions or occurrences
          stated in the Action or the United Action.  Cardivan agrees not
          to assert, and hereby waives, any claims against Albertson's
          arising out of the transactions or occurrences stated in the
          Action or the United Action.  Neither Cardivan nor Albertson's
          waive, release or settle any claims arising (a) out of this
          Settlement Agreement; or (b) under the Albertson's Agreement,
          the Lucky Agreement, or the Sav-On Agreement which do not arise
          out of the transactions or occurrences stated in the Action or the
          United Action.

19.       The parties hereto agree to keep the terms of this agreement
          confidential and not to disclose same except by reason of court
          order or as required by statute or regulation after prior notice
          to the other party.  The parties further agree to keep the fact
          of this settlement confidential to allow negotiations with
          Raley's and United Coin and that before any party hereto discloses
          the existence of this agreement they will give prior notice of
          at least twenty-four hours to the other party.

ALBERTSON'S INC.                    JACKPOT ENTERPRISES INC.

By:  /s/ William H. Arnold          By:  /s/ Don R. Kornstein
     ________________________            __________________________________
     Name:  William H. Arnold            Name:  Don R. Kornstein
     Title: Vice President               Title: President & Chief Executive
                                                Officer

AMERICAN DRUG STORES                 CARDIVAN COMPANY

By:  /s/ William H. Arnold           By:  /s/ George Congdon
     ________________________             _________________________________
     Name:  William H. Arnold             Name:  George Congdon
     Title: Vice President                Title: President

LUCKY STORES INC.                    CARDIVAN COMPANY

By:  /s/ William H. Arnold           By:  /s/ George Congdon
     ________________________             _________________________________
     Name:  William H. Arnold             Name:  George Congdon
     Title: Vice President                Title: President

CAMPBELL & WILLIAMS
As to paragraph 16 only:

By:  /s/ Donald Campbell
     ________________________
     Donald Campbell
     Partner