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                                                                     EXHIBIT 3.2

                       FOURTH AMENDED AND RESTATED BYLAWS
                                       OF
                           CONCORDE GAMING CORPORATION

                                    ARTICLE I

                                     OFFICES

         Section 1.1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be designated from time to time by the Corporation and may be within or
outside of Colorado. The Corporation may have such other offices, either within
or outside Colorado, as the board of directors may designate or as the business
of the Corporation may require from time to time.

         Section 1.2. REGISTERED OFFICE. The registered office of the
Corporation required by the Colorado Business Corporation Act to be maintained
in Colorado may be, but need not be, identical with the principal office, and
the address of the registered office may be changed from time to time by the
board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

         Section 2.1. ANNUAL MEETING. The annual meeting of the shareholders
shall be held during each year on a date and at a time fixed by the board of
directors of the Corporation (or by the president in the absence of action by
the board of directors), beginning with the year 2000, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors is not held on the day fixed by
the board of directors for any annual meeting of the shareholders, or any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as it may
conveniently be held.

         Section 2.2. COURT ORDERED MEETINGS. A shareholder may apply to the
district court in the county in Colorado where the Corporation's principal
office is located or, if the Corporation has no principal office in Colorado, to
the district court of the county in which the Corporation's registered office is
located to seek an order that a shareholder meeting be held (a) if an annual
meeting was not held within six months after the close of the Corporation's most
recently ended fiscal year or fifteen months after its last annual meeting,
whichever is earlier, or (b) if the shareholder participated in a proper call of
or proper demand for a special meeting and notice of the special meeting was not
given within thirty days after the date of the call or the date the last of the
demands necessary to require calling of the meeting was received by the
Corporation pursuant to the Colorado Business Corporation Act, or the special
meeting was not held in accordance with the notice.

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         Section 2.3. SPECIAL MEETINGS. Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the
president or by the board of directors. The president shall call a special
meeting of the shareholders if the Corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to be
held, signed and dated by holders of shares representing at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
meeting.

         Section 2.4. PLACE OF MEETING. The board of directors may designate any
place, either within or outside Colorado, as the place for any annual meeting or
any special meeting called by the board of directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or outside Colorado, as the place for such meeting. If no
designation is made, or if a special meeting is called other than by the board,
the place of meeting shall be the principal office of the Corporation.

         Section 2.5. NOTICE OF MEETING. Written notice stating the place, date
and hour of the meeting shall be given not less than ten nor more than sixty
days before the date of the meeting, except that (a) if the number of authorized
shares is to be increased, at least thirty days' notice shall be given, or (b)
any other longer notice period is required by the Colorado Business Corporation
Act. Notice of a special meeting shall include a description of the purpose or
purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (a) an amendment to the articles of
incorporation of the Corporation, (b) a merger or share exchange in which the
Corporation is a party and, with respect to a share exchange, in which the
Corporation's shares will be acquired, (c) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the Corporation or of another entity which
this Corporation controls, in each case with or without the goodwill, (d) a
dissolution of the Corporation, or (e) any other purpose for which a statement
of purpose is required by the Colorado Business Corporation Act. Notice shall be
given personally or by mail, private carrier, telegraph, teletype,
electronically transmitted facsimile or other form of wire or wireless
communication by or at the direction of the president, the secretary, or the
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed and if in a comprehensible form, such notice
shall be deemed to be given and effective when deposited in the United States
mail, addressed to the shareholder at his address as it appears in the
Corporation's current record of shareholders, with postage prepaid. If notice is
given other than by mail, and provided that such notice is in a comprehensible
form, the notice is given and effective on the date received by the shareholder.

         If requested by the person or persons lawfully calling such meeting,
the secretary shall give notice thereof at corporate expense. No notice need be
sent to any shareholder if three successive notices mailed to the last known
address of such shareholder have been returned as undeliverable until such time
as another address for such shareholder is made known to the Corporation by such
shareholder. In order to be entitled to receive notice of any meeting, a
shareholder shall advise the Corporation in writing of any change in such
shareholder's mailing address as shown on the Corporation's books and records.

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         When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact any
business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.

         A shareholder may waive notice of a meeting before or after the time
and date of the meeting by a writing signed by such shareholder. Such waiver
shall be delivered to the Corporation for filing with the corporate records.
Further, by attending a meeting either in person or by proxy, a shareholder
waives objection to lack of notice or defective notice of the meeting unless the
shareholder objects at the beginning of the meeting to the holding of the
meeting or the transaction of business at the meeting because of lack of notice
or defective notice. By attending the meeting, the shareholder also waives any
objection to consideration at the meeting of a particular matter not within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

         Section 2.6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to (a) notice of or vote at any meeting of shareholders or
any adjournment thereof, (b) receive distributions or share dividends, or (c)
demand a special meeting, or to make a determination of shareholders for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If no record date is fixed by the
directors, the record date shall be the date on which notice of the meeting is
mailed to shareholders, or the date on which the resolution of the board of
directors providing for a distribution is adopted, as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this Section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.

         Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the Corporation. The record date for determining
shareholders entitled to demand a special meeting shall be the date of the
earliest of any of the demands pursuant to which the meeting is called.

         Section 2.7. VOTING LISTS. The secretary shall make, at the earlier of
ten days before each meeting of shareholders or two business days after notice
of the meeting has been given, a complete list of the shareholders entitled to
be given notice of such meeting or any adjournment thereof. The list shall be
arranged by voting groups and within each voting group by class or series of
shares, shall be in alphabetical order within each class or series, and shall
show the address of and the number of shares of each class or series held by
each shareholder. For the period beginning the earlier of ten days prior to the
meeting or two business days after notice of the meeting is given, and
continuing through the meeting and any adjournment thereof, this list shall be
kept on file at the

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principal office of the Corporation, or at a place (which shall be identified in
the notice) in the city where the meeting will be held. Such list shall be
available for inspection on written demand by any shareholder (including for the
purpose of this Section 2.7 any holder of voting trust certificates) or his
agent or attorney during regular business hours and during the period available
for inspection. The original stock transfer books shall be prima facie evidence
as to the shareholders entitled to examine such list or to vote at any meeting
of shareholders.

         Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection, provided
(a) the shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any class of shares as of the date of the demand, (b) the demand is made in good
faith and for a purpose reasonably related to the demanding shareholder's
interest as a shareholder, (c) the shareholder describes with reasonable
particularity the purpose and the records the shareholder desires to inspect,
(d) the records are directly connected with the described purpose, and (e) the
shareholder pays a reasonable charge covering the costs of labor and material
for such copies, not to exceed the estimated cost of production and
reproduction.

         Section 2.8. RECOGNITION PROCEDURE FOR BENEFICIAL OWNERS. The board of
directors may adopt by resolution a procedure whereby a shareholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution may set forth (a) the types of
nominees to which it applies, (b) the rights or privileges that the Corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (c) the form of certification and the information to be
contained therein, (d) if the certification is with respect to a record date,
the time within which the certification must be received by the Corporation, (e)
the period for which the nominee's use of the procedure is effective, and (f)
such other provisions with respect to the procedure as the board deems necessary
or desirable. Upon receipt by the Corporation of a certificate complying with
the procedure established by the board of directors, the persons specified in
the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.

         Section 2.9. QUORUM AND MANNER OF ACTING. One-third of the votes
entitled to be cast on a matter by a voting group shall constitute a quorum of
that voting group for action on the matter. If less than one-third of such votes
are represented at a meeting, a majority of the votes so represented may adjourn
the meeting from time to time without further notice, for a period not to exceed
120 days for any one adjournment. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting. Otherwise, no such notice need be given
other than announcement at the meeting at which the adjournment is taken. If a
quorum is present at such adjourned meeting, any business may be transacted
which might have been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, unless the meeting is adjourned and a
new record date is set for the adjourned meeting.


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         If a quorum exists, action on a matter other than the election of
directors by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the vote of a greater number or voting by classes is required
by law or the articles of incorporation.

         Section 2.10. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy by signing an appointment form or similar writing, either
personally or by his duly authorized attorney-in-fact. A shareholder may also
appoint a proxy by transmitting or authorizing the transmission of a telegram,
teletype or other electronic transmission providing a written statement of the
appointment to the proxy, a proxy solicitor, proxy support service organization,
or other person duly authorized by the proxy to receive appointments as agent
for the proxy, or to the Corporation. The transmitted appointment shall set
forth or be transmitted with written evidence from which is can be determined
that the shareholder transmitted or authorized the transmission of the
appointment. The proxy appointment form or similar writing shall be filed with
the secretary of the Corporation before or at the time of the meeting. The
appointment of a proxy is effective when received by the Corporation and is
valid for eleven months unless a different period is expressly provided in the
appointment form or similar writing.

         Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment could be
used.

         Revocation of a proxy does not affect the right of the Corporation to
accept the proxy's authority unless (a) the Corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (b) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. Other notice of
revocation may, in the discretion of the Corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.

         The death or incapacity of the shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

         The Corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment.

         Subject to Section 2.12 and any express limitation on the proxy's
authority appearing on the appointment form, the Corporation is entitled to
accept the proxy's vote or other action as that of the shareholder making the
appointment.



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         Section 2.11. VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote, except in the election of directors, and
each fractional share shall be entitled to a corresponding fractional vote on
each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the Articles of Incorporation as permitted by the Colorado Business
Corporation Act. Cumulative voting shall not be permitted in the election of
directors or for any other purpose. Each record holder of stock shall be
entitled to vote in the election of directors and shall have as many votes for
each of the shares owned by him as there are directors to be elected and for
whose election he has the right to vote.

         At each election of directors, that number of candidates equaling the
number of directors to be elected, having the highest number of votes cast in
favor of their election, shall be elected to the board of directors.

         Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the Corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.

         Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.

         Section 2.12. CORPORATION'S ACCEPTANCE OF VOTES. If the name signed on
a vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the Corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
Corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:

              (a) the shareholder is an entity and the name signed purports to
         be that of an officer or agent of the entity;

              (b) the name signed purports to be that of an administrator,
         executor, guardian or conservator representing the shareholder and, if
         the Corporation requests, evidence of fiduciary status acceptable to
         the Corporation has been presented with respect to the vote, consent,
         waiver, proxy appointment or proxy appointment revocation;

              (c) the name signed purports to be that of a receiver or trustee
         in bankruptcy of the shareholder and, if the Corporation requests,
         evidence of this status acceptable to the



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         Corporation has been presented with respect to the vote, consent,
         waiver, proxy appointment or proxy appointment revocation;

              (d) the name signed purports to be that of a pledgee, beneficial
         owner or attorney-in-fact or the shareholder and, if the Corporation
         requests, evidence acceptable to the Corporation of the signatory's
         authority to sign for the shareholder has been presented with respect
         to the vote, consent, waiver, proxy appointment or proxy appointment
         revocation;

              (e) two or more persons are the shareholder as co-tenants or
         fiduciaries and the name signed purports to be the name of at least one
         of the co-tenants or fiduciaries, and the person signing appears to be
         acting on behalf of all the co-tenants or fiduciaries; or

              (f) the acceptance of the vote, consent, waiver, proxy appointment
         or proxy appointment revocation is otherwise proper under rules
         established by the Corporation that are not inconsistent with this
         Section 2.12.

         The Corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

         Neither the Corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.

         Section 2.13. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the Corporation. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document. Action taken under this
Section 2.13 is effective as of the date the last writing necessary to effect
the action is received by the Corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the
effective date for such action. If any shareholder revokes his consent as
provided for herein prior to what would otherwise be the effective date, the
action proposed in the consent shall be invalid. The record date for determining
shareholders entitled to take action without a meeting is the date the
Corporation first receives a writing upon which the action is taken.

         Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section 2.13 may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the Corporation before the effectiveness of the action.

         Section 2.14. MEETINGS BY TELECOMMUNICATION. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted



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through the use of, any means of communication by which all persons
participating in the meeting may hear each other during the meeting. A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 3.1. GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, its board of directors, except as otherwise
provided in the Colorado Business Corporation Act or the Articles of
Incorporation.

         Section 3.2. NUMBER, QUALIFICATIONS AND TENURE. The number of directors
of the Corporation shall be fixed from time to time by the board of directors,
within a range of no less than one or more than five. A director shall be a
natural person who is eighteen years of age or older. A director need not be a
resident of Colorado or a shareholder of the Corporation.

         Directors shall be elected at each annual meeting of shareholders. Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified. Directors shall be removed in the manner provided by the
Colorado Business Corporation Act.

         Section 3.3. VACANCIES. Any director may resign at any time by giving
written notice to the Corporation. Such resignation shall take effect at the
time the notice is received by the Corporation unless the notice specifies a
later effective date. Unless otherwise specified in the notice of resignation,
the Corporation's acceptance of such resignation shall not be necessary to make
it effective. Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders or the board of directors. If
the directors remaining in office constitute fewer than a quorum of the board,
the directors may fill the vacancy by the affirmative vote of a majority of all
the directors remaining in office. If elected by the directors, the director
shall hold office until the next annual shareholders' meeting at which directors
are elected. If elected by the shareholders, the director shall hold office for
the unexpired term of his predecessor in office; except that, if the director's
predecessor was elected by the directors to fill a vacancy, the director elected
by the shareholders shall hold office for the unexpired term of the last
predecessor elected by the shareholders.

         Section 3.4. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without notice immediately after and at the same place
as the annual meeting of shareholders. The board of directors may provide by
resolution the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice.

         Section 3.5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the president or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix any place, either within or outside Colorado, as the place
for holding any special meeting of the board of directors called by them,
provided that no



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meeting shall be called outside the State of Colorado unless a majority of the
board of directors has so authorized.

         Section 3.6. NOTICE. Notice of any special meeting shall be given at
least two days prior to the meeting by written notice either personally
delivered or mailed to each director at his business address, or by notice
transmitted by telegraph, telex, electronically transmitted facsimile or other
form of wire or wireless communication. If mailed, such notice shall be deemed
to be given and to be effective on the earlier of (a) three days after such
notice is deposited in the United States mail, properly addressed, with postage
prepaid, or (b) the date shown on the return receipt, if mailed by registered or
certified mail, return receipt requested. If notice is given by telex,
electronically transmitted facsimile or other similar form of wire or wireless
communication, such notice shall be deemed to be given and to be effective when
sent, and with respect to a telegram, such notice shall be deemed to be given
and to be effective when the telegram is delivered to the telegraph company. If
a director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail, telegraph,
telex, electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.

         A director may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such director. Such waiver shall be
delivered to the Corporation for filing with the corporate records. Further, a
director's attendance at or participation in a meeting waives any required
notice to him of the meeting unless at the beginning of the meeting, or promptly
upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

         Section 3.7. QUORUM. A majority of the number of directors fixed by the
board of directors pursuant to Section 3.2 or, if no number is fixed, a majority
of the number in office immediately before the meeting begins, shall constitute
a quorum for the transaction of business at any meeting of the board of
directors. If less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice, for a period not to exceed sixty days at any one adjournment.

         Section 3.8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.

         Section 3.9. COMPENSATION. By resolution of the board of directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the Corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

         Section 3.10. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the board of directors or committee of the board at
which action on any corporate matter



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is taken shall be presumed to have assented to the action taken unless (a) the
director objects at the beginning of the meeting, or promptly upon his arrival,
to the holding of the meeting or the transaction of business at the meeting and
does not thereafter vote for or assent to any action taken at the meeting, (b)
the director contemporaneously requests that his dissent or abstention as to any
specific action taken be entered in the minutes of the meeting, or (c) the
director causes written notice of his dissent or abstention as to any specific
action to be received by the presiding officer of the meeting before its
adjournment or by the Corporation promptly after the adjournment of the meeting.
A director may dissent to a specific action at a meeting, while assenting to
others. The right to dissent to a specific action taken at a meeting of the
board of directors or a committee of the board shall not be available to a
director who voted in favor of such action.

         Section 3.11. COMMITTEES. By resolution adopted by a majority of all
the directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the board of directors to serve
on them. To the extent provided in the resolution, each committee shall have all
the authority of the board of directors, except that no such committee shall
have the authority to (a) authorize distributions, (b) approve or propose to
shareholders actions or proposals required by the Colorado Business Corporation
Act to be approved by shareholders, (c) fill vacancies on the board of directors
or any committee thereof, (d) amend articles of incorporation, (e) adopt, amend
or repeal the Bylaws, (f) approve a plan of merger not requiring shareholder
approval, (g) authorize or approve the reacquisition of shares unless pursuant
to a formula or method prescribed by the board of directors, or (h) authorize or
approve the issuance or sale of shares, or contract for the sale of shares or
determine the designations and relative rights, preferences and limitations of a
class or series of shares, except that the board of directors may authorize a
committee or officer to do so within limits specifically prescribed by the board
of directors. The committee shall then have full power within the limits set by
the board of directors to adopt any final resolution setting forth all
preferences, limitations and relative rights of such class or series and to
authorize an amendment of the articles of incorporation stating the preferences,
limitations and relative rights of a class or series for filing with the
Secretary of State under the Colorado Business Corporation Act.

         Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.12 of Article III, which govern
meetings, notice, waiver of notice, quorum, voting requirements and action
without a meeting of the board of directors, shall apply to committees and their
members appointed under this Section 3.11.

         Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the board of
directors or a member of the committee in question with his responsibility to
conform to the standard of care set forth in Article III, Section 3.14 of these
Bylaws.

         Section 3.12. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at a meeting of the directors or any committee designated
by the board of directors may be taken without a meeting if a written consent
(or counterparts thereof) that sets forth the action so taken is signed by all
of the directors entitled to vote with respect to the action taken. Such consent
shall have the same force and effect as a unanimous vote of the directors or
committee members and may


                                       10
<PAGE>   11

be stated as such in any document. Unless the consent specifies a different
effective date, action taken under this Section 3.12 is effective at the time
the last director signs a writing describing the action taken, unless, before
such time, any director has revoked his consent by a writing signed by the
director and received by the president or the secretary of the Corporation.

         Section 3.13. TELEPHONIC MEETINGS. The board of directors may permit
any director (or any member of a committee designated by the board) to
participate in a regular or special meeting of the board of directors or a
committee thereof through the use of any means of communication by which all
directors participating in the meeting can hear each other during the meeting. A
director participating in a meeting in this manner is deemed to be present in
person at the meeting.

         Section 3.14. STANDARD OF CARE. A director shall perform his duties as
a director, including without limitation his duties as a member of any committee
of the board, in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation, and with the care an ordinarily prudent
person in a like position would exercise under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by the persons herein
designated. However, he shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A director shall not be liable to the Corporation or its
shareholders for any action he takes or omits to take as a director if, in
connection with such action or omission, he performs his duties in compliance
with this Section 3.14.

         The designated persons on whom a director is entitled to rely are (a)
one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented, (b)
legal counsel, public accountant, or other person as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or (c) a committee of the board of directors on which the director
does not serve if the director reasonably believes the committee merits
confidence.

                                   ARTICLE IV

                               OFFICERS AND AGENTS

         Section 4.1. NUMBER AND ELECTION. The officers of the Corporation shall
be a President, a Chief Executive Officer, a Chairman of the Board of Directors,
a Secretary and a Treasurer, who shall be elected by the Board of Directors. In
addition, the Board of Directors may elect a Chairman and a Vice Chairman of the
Board, and the Board of Directors, the President or the Chief Executive Officer
may appoint one or more vice presidents, assistant secretaries, assistant
treasurers, and such other subordinate officers and agents as it or he shall
deem necessary, who shall hold their offices and agencies for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by these Bylaws, the Board of Directors, or (with respect to such
officers appointed by the President Chief Executive Officer), the President or
Chief Executive Officer. Any two or more offices may be held by the same person,
except the offices of President and Secretary. The officers of the Corporation
shall be natural persons at least eighteen years old.


                                       11
<PAGE>   12

         Section 4.2. PRESIDENT. The President shall preside at all meetings of
shareholders and, unless the Board of Directors has elected a Chairman or Vice
Chairman, at all meetings of the Board of Directors. Subject to the direction
and control of the Board of Directors, he shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He may negotiate,
enter into and execute contracts, deeds and other instruments on behalf of the
Corporation as are necessary and appropriate or as are approved by the Board of
Directors or any committee designated by the Board of Directors, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation or shall be required by law to be otherwise signed or executed. He
shall have such additional authority, power and duties as are appropriate and
customary for the office of President and as the Board of Directors may
prescribe from time to time.

         Section 4.3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
preside at all meetings of shareholders that the President or the Chairman of
the Board are unable to attend, and at all meetings of the Board of Directors
that the President or the Chairman of the Board are unable to attend. Subject to
the direction and control of the Board of Directors, he shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He may
negotiate, enter into and execute contracts, deeds and other instruments on
behalf of the Corporation as are necessary and appropriate or as are approved by
the Board of Directors or any Committee designated by the Board of Directors,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer or
agent of the Corporation or shall be required by law to be otherwise signed or
executed. He shall have such additional authority, power and duties as are
appropriate and customary for the office of Chief Executive Officer and as the
Board of Directors may prescribe from time to time.

         Section 4.4. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall chair all meetings of the Board of Directors and shareholders at
which he is present, and shall have such other powers and duties as shall be
determined from time to time by the Board.

         Section 4.5. VICE PRESIDENT. The Vice President, if any, or, if there
are more than one, the Vice Presidents in the order determined by the Board of
Directors or the President, shall be the officer or officers next in seniority
after the President. Each Vice President shall have such authority, power and
duties as are prescribed by the Board of Directors or President. Upon the death,
absence or disability of the President, the Vice President, if any, or, if there
are more than one, the Vice Presidents in the order determined by the Board of
Directors or the President, shall have the authority, power and duties of the
President.

         Section 4.6. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, keep the minutes of such meetings, have charge of the corporate seal
and stock records, be responsible for the maintenance of all corporate records
and files and the preparation and filing of reports to governmental agencies
(other than tax returns), have authority to affix the corporate seal to any
instrument requiring it (and, when so affixed, it may be attested by his
signature), and have such

                                       12
<PAGE>   13

other authority, powers and duties as are appropriate and customary for the
office of secretary or as the Board of Directors or the President may prescribe
from time to time.

         Section 4.7. ASSISTANT SECRETARY. The assistant secretary, if any, or,
if there are more than one, the assistant secretaries in the order determined by
the Board of Directors or the President shall, under the supervision of the
President and the Secretary, perform such other duties and have such other
powers as may be prescribed from time to time by the Board of Directors or the
President. Upon the death, absence or disability of the Secretary, the assistant
secretary, if any, or, if there are more than one, the assistant secretaries in
the order designated by the Board of Directors or the President, shall have the
authority, power and duties of the secretary.

         Section 4.8. TREASURER. The treasurer shall have control of the funds
and the care and custody of all stocks, bonds and other securities owned by the
Corporation, and shall be responsible for the preparation and filing of tax
returns. He shall receive all moneys paid to the Corporation and, subject to any
limits imposed by the Board of Directors or the President, shall have authority
to give receipts and vouchers, to sign and endorse checks and warrants in the
Corporation's name and on the Corporation's behalf, and give full discharge for
the same. The treasurer shall also have charge of disbursement of funds of the
Corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as shall be
designated by the Board of Directors. He shall have such additional authority,
powers and duties as are appropriate and customary for the office of treasurer
and as the Board of Directors or President may prescribe from time to time. In
the absence or disability of the President and Vice President or Vice
Presidents, the Treasurer shall perform the duties of the President.

         Section 4.9. ASSISTANT TREASURER. The assistant treasurer, if any, or,
if there are more than one, the assistant treasurers in the order determined by
the Board of Directors or the President shall, under the supervision of the
President and the Treasurer, have such authority, powers and duties as may be
prescribed from time to time by the Board of Directors or the President. Upon
the death, absence or disability of the Treasurer, the assistant treasurer, if
any, or if there are more than one, the assistant treasurers in the order
determined by the Board of Directors or the President, shall have the authority,
powers and duties of the Treasurer.

         Section 4.10. REMOVAL AND RESIGNATION. Any officer elected or appointed
by the Board of Directors may be removed at any time by the Board of Directors,
and any officer appointed by the President may be removed at any time by the
Board of Directors or the President, whenever in its or his judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of any officer shall not itself create contract rights.
Any officer may resign at any time by giving written notice of his resignation
to the Board of Directors, the President or the Secretary, and acceptance of
such resignation shall not be necessary to make it effective, unless the notice
so provides. Any vacancy occurring in any office, the election or appointment to
which may be made only by the Board of Directors, may be filled by the Board of
Directors. Any vacancy occurring in any other office of the Corporation may be
filled by the Board of Directors or the President.


                                       13
<PAGE>   14

         Section 4.11. COMPENSATION. Officers shall receive such compensation
for their services as may be authorized or ratified by the Board of Directors.
Election or appointment of an officer shall not of itself create a contractual
right to compensation for services performed as such officer. No officer shall
be prevented from such compensation by reason of the fact that he is also a
director of the Corporation.

                                    ARTICLE V

                                      STOCK

         Section 5.1. CERTIFICATES. The board of directors shall be authorized
to issue any of its classes of shares with or without certificates. The fact
that the shares are not represented by certificates shall have no effect on the
rights and obligations of shareholders. If the shares are represented by
certificates, such shares shall be represented by consecutively numbered
certificates signed, either manually or by facsimile, in the name of the
Corporation by one or more persons designated by the board of directors. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, such certificate may nonetheless be issued by the Corporation with the
same effect as if he were such officer at the date of its issue. Certificates of
stock shall be in such form and shall contain such information consistent with
law as shall be prescribed by the board of directors. If shares are not
represented by certificates, within a reasonable time following the issue or
transfer of such shares, the Corporation shall send the shareholder a complete
written statement of all of the information required to be provided to holders
of uncertificated shares by the Colorado Business Corporation Act.

         Section 5.2. CONSIDERATION FOR SHARES. Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully paid.
The board of directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property of benefit to the Corporation,
including cash, promissory notes, services performed or other securities of the
Corporation. Future services shall not constitute payment or partial payment for
shares of the Corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the Corporation unless the note is negotiable and is secured by collateral,
other than the shares being purchased, having a fair market value at least equal
to the principal amount of the note. For purposes of this Section 5.2,
"promissory note" means a negotiable instrument on which there is an obligation
to pay independent of collateral and does not include a non-recourse note.

         Section 5.3. LOST CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, the board of directors may
direct the issuance of a new certificate in lieu thereof upon such terms and
conditions in conformity with law as the board may prescribe. The board of
directors may in its discretion require an affidavit of lost certificate and/or
a bond in such form and amount and with such surety as it may determine before
issuing a new certificate.

         Section 5.4. TRANSFER OF SHARES. Upon surrender to the Corporation or
to a transfer agent of the Corporation of a certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and receipt of such documentary stamps as may be


                                       14
<PAGE>   15

required by law and evidence of compliance with all applicable securities laws
and other restrictions, the Corporation shall issue a new certificate to the
person entitled thereto, and cancel the old certificate. Every such transfer of
stock shall be entered on the stock books of the Corporation which shall be kept
at its principal office or by the person and the place designated by the board
of directors.

         Except as otherwise expressly provided in Article II, Sections 2.7 and
2.11, and except for the assertion of dissenters' rights to the extent provided
in the Colorado Business Corporation Act, the Corporation shall be entitled to
treat the registered holder of any shares of the Corporation as the owner
thereof for all purposes, and the Corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares on the part of any person other than the registered holder,
including without limitation any purchaser, assignee or transferee of such
shares or rights deriving from such shares, unless and until such other person
becomes the registered holder of such shares, whether or not the corporation
shall have either actual or constructive notice of the claimed interest of such
other person.

         Section 5.5. TRANSFER AGENT, REGISTRARS AND PAYING AGENTS. The board
may at its discretion appoint one or more transfer agents, registrars and agents
for making payment upon any class of stock, bond, debenture or other security of
the Corporation. Such agents and registrars may be located either within or
outside Colorado. They shall have such rights and duties and shall be entitled
to such compensation as may be agreed.

                                   ARTICLE VI

                       INDEMNIFICATION OF CERTAIN PERSONS

         Section 6.1. INDEMNIFICATION. For purposes of this Article VI, a
"Proper Person" means any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee,
fiduciary or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee, fiduciary or
agent of any foreign or domestic profit or nonprofit corporation or of any
partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company, or other enterprise or employee benefit
plan. The Corporation shall indemnify any Proper Person against reasonably
incurred expenses (including attorneys' fees), judgments, penalties, fines
(including any excise tax assessed with respect to an employee benefit plan) and
amounts paid in settlement reasonably incurred by him in connection with such
action, suit or proceeding if it is determined by the groups set forth in
Section 6.4 of this Article that he conducted himself in good faith and that he
reasonably believed (a) in the case of conduct in his official capacity with the
Corporation, that his conduct was in the Corporation's best interests, or (b) in
all other cases (except criminal cases), that his conduct was at least not
opposed to the Corporation's best interests, or (c) in the case of any criminal
proceeding, that he had no reasonable cause to believe his conduct was unlawful.
A Proper Person will be deemed to be acting in his official capacity while
acting as a director, officer, employee or agent on behalf of this Corporation
and not while acting on this Corporation's behalf for some other entity.


                                       15
<PAGE>   16

         No indemnification shall be made under this Article VI to a Proper
Person with respect to any claim, issue or matter in connection with a
proceeding by or in the right of a Corporation in which the Proper Person was
adjudged liable to the Corporation or in connection with any proceeding charging
that the Proper Person derived an improper personal benefit, whether or not
involving action in an official capacity, in which he was adjudged liable on the
basis that he derived an improper personal benefit. Further, indemnification
under this Article VI in connection with a proceeding brought by or in the right
of the Corporation shall be limited to reasonable expenses, including attorneys'
fees, incurred in connection with the proceeding.

         Section 6.2. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify
any Proper Person who was wholly successful, on the merits or otherwise, in
defense of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 6.1 of this Article VI against expenses (including
attorneys' fees) reasonably incurred by him in connection with the proceeding
without the necessity of any action by the Corporation other than the
determination in good faith that the defense has been wholly successful.

         Section 6.3. EFFECT OF TERMINATION OF ACTION. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 6.1 of this Article VI. Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability, as described in Section 6.2 of this Article VI.

         Section 6.4. GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION.
Except where there is a right to indemnification as set forth in Sections 6.1 or
6.2 of this Article or where indemnification is ordered by a court in Section
6.5, any indemnification shall be made by the Corporation only as authorized in
the specific case upon a determination by a proper group that indemnification of
the Proper Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section 6.1 of this Article. This
determination shall be made by the board of directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of directors not parties to the proceeding ("Quorum"). If a Quorum
cannot be obtained, the determination shall be made by a majority vote of a
committee of the board of directors designated by the board, which committee
shall consist of two or more directors not parties to the proceedings, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee. If a Quorum of the board of
directors cannot be obtained and the committee cannot be established, or even if
a Quorum is obtained or the committee is designated and a majority of the
directors constituting such Quorum or committee so directs, the determination
shall be made by (a) independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in this Section 6.4 or, if
a Quorum of the full board of directors cannot be obtained and a committee
cannot be established, by independent legal counsel selected by a majority vote
of the full board (including directors who are parties to the action) or (b) a
vote of the shareholders.

         Section 6.5. COURT-ORDERED INDEMNIFICATION. Any Proper Person may apply
for indemnification to the court conducting the proceeding or to another court
of competent jurisdiction for mandatory indemnification under Section 6.2 of
this Article, including indemnification for


                                       16
<PAGE>   17

reasonable expenses incurred to obtain court-ordered indemnification. If the
court determines that such Proper Person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he met
the standards of conduct set forth in Section 6.1 of this Article or was
adjudged liable in the proceeding, the court may order such indemnification as
the court deems proper except that if the Proper Person has been adjudged
liable, indemnification shall be limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.

         Section 6.6. ADVANCE OF EXPENSES. Reasonable expenses (including
attorneys' fees) incurred in defending an action, suit or proceeding as
described in Section 1 may be paid by the Corporation to any Proper Person in
advance of the final disposition of such action, suit or proceeding upon receipt
of (a) a written affirmation of such Proper Person's good faith belief that he
has met the standards of conduct prescribed by Section 6.1 of this Article VI,
(b) a written undertaking, executed personally or on the Proper Person's behalf,
to repay such advances if it is ultimately determined that he did not meet the
prescribed standards of conduct (the undertaking shall be an unlimited general
obligation of the Proper Person but need not be secured and may be accepted
without reference to financial ability to make repayment), and (c) a
determination is made by the proper group (as described in Section 6.4 of this
Article VI) that the facts as then known to the group would not preclude
indemnification. Determination and authorization of payments shall be made in
the same manner specified in Section 6.4 of this Article VI.

         Section 6.7. WITNESS EXPENSES. The sections of this Article VI do not
limit the Corporation's authority to pay or reimburse expenses incurred by a
director in connection with an appearance as a witness in a proceeding at a time
when he has not been made a named defendant or respondent in the proceeding.

         Section 6.8. REPORT TO SHAREHOLDERS. Any indemnification of or advance
of expenses to a director in accordance with this Article VI, if arising out of
a proceeding by or on behalf of the Corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                   ARTICLE VII

                             PROVISION OF INSURANCE

         Section 7. INSURANCE. By action of the board of directors,
notwithstanding any interest of the directors in the action, the Corporation may
purchase and maintain insurance, in such scope and amounts as the board of
directors deems appropriate, on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of the Corporation, or who, while a
director, officer, employee, fiduciary or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, profit or nonprofit
unincorporated association, limited liability company or other enterprise or
employee benefit plan, against any liability asserted against, or incurred by,
him in that capacity or arising


                                       17
<PAGE>   18

out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of Article VI or
applicable law. Any such insurance may be procured from any insurance company
designated by the board of directors of the Corporation, whether such insurance
company is formed under the laws of Colorado or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
Corporation has an equity interest or any other interest, through stock
ownership or otherwise.

                                  ARTICLE VIII

                               VIDEO LOTTERY LAWS

         Section 8.1. GENERAL CONDITIONS; EFFECTIVE DATE OF ADDITIONAL
PROVISIONS. No person or entity unsuitable for qualification under any state
lottery act shall become a director, officer or 5% stockholder of the
Corporation. In the event the Board of Directors, in its sole discretion, should
determine that the continued holding of any security of the Corporation by a
holder would preclude qualification of such holder by any state regulatory
agency or preclude the Corporation or any corporation in which the Corporation
holds stock, or any subsidiary thereof (the "Licensee"), from being a video
lottery machine operator pursuant to any such state lottery act, the Corporation
shall have the absolute right to repurchase such security, commencing on the
date that the Corporation serves notice on any such holder of such
determination, and such holder shall have no further right to exercise, directly
or indirectly, through any trustee, nominee or other person or entity, any right
conferred by any such security, or to receive any remuneration in any form from
the Corporation for services rendered or otherwise, or to receive any dividends
or interest or any other distribution with respect to any such security. Within
three days of such notice, such holder shall deposit such security into escrow
with the Corporation's transfer agent as designated in the notice. Provided such
deposit is timely made, such holder shall have 60 days, or such lesser time as
may be prescribed by any state regulatory agency, from the date of receipt of
such notice in which to dispose of such security in a manner and to a person or
entity that, in the sole discretion of the Board of Directors, would not
preclude the issuance of a video lottery machine operator license to the
Corporation or a qualification of the holder of such security. In the event that
such deposit into escrow is not timely made as required hereunder, or that the
existence of such escrow arrangement pending final disposition of the security
would in any way preclude or delay the issuance of a video lottery machine
operator license to the Corporation or qualification of the holder of such
security, the Corporation shall have the absolute right to purchase and the
holder shall sell such interest on 10 days' written notice to such holder as
provided in Section 8.3 hereunder. As of the date that the Corporation is issued
a video lottery machine operator license by any state regulatory agency, or such
earlier date as any state regulatory agency might require, Sections 8.2 and 8.3
hereof shall become effective.

         Section 8.2. PAYMENT OF DIVIDENDS, INTEREST AND OTHER REMUNERATION. In
the event any state regulatory agency determines that any holder of the
Corporation's securities is disqualified, to the extent required by any such
state lottery act or any state regulatory agency, commencing on the date of the
notice of such determination to the Corporation, the Corporation shall not pay
to such holder any dividends or interest or make any other distribution with
respect to securities held by such holder and such holder shall have no right to
exercise, directly or


                                       18
<PAGE>   19

indirectly, through any trustee, nominee or other person or entity, any right
conferred by such securities or to receive any remuneration in any form from the
Corporation for services rendered or otherwise. If as a result of such
disqualification, the Corporation should no longer be qualified to continue as a
video lottery machine operator in any state, or any state regulatory agency
should otherwise order the divestiture of the security interest in the
Corporation held by a disqualified holder, then such holder shall dispose of
such interest as provided in Section 8.3 hereunder.

         Section 8.3. DIVESTITURE; PROCEDURE. Within three days of written
notice by the Corporation to any holder of the Corporation's securities that any
such state regulatory agency has determined such holder to be disqualified in
accordance with the provisions of any such state lottery act, such holder shall
deposit such securities into escrow with the Corporation's transfer agent as
designated in the notice to such holder. Provided such deposit is timely made,
such holder shall have 60 days, or such lesser time as may be prescribed by any
such state regulatory agency, from the date of receipt of such notice in which
to dispose of such interest in a manner and to a person or entity that is at
that time qualified under any such state lottery act or, in the sole discretion
of the Board of Directors will be found so qualified by any such state
regulatory agency. In the event such deposit into escrow is not timely made as
required hereunder by any such state regulatory agency, or that such escrow
arrangement pending final disposition of the disqualified holder's security
interest in the Corporation is not acceptable to any such state regulatory
agency, the Corporation shall have the absolute right to purchase, and such
holder shall sell, such interest in the Corporation at the market price of such
securities or the purchase price, whichever is lesser.

                                   ARTICLE IX

                                    AMENDMENT

         Section 9. AMENDMENT OF BYLAWS. These Bylaws may at any time and from
time to time be amended, supplemented or repealed by the Board of Directors.
Notwithstanding the foregoing however, these Bylaws may be altered, amended or
repealed and new Bylaws adopted by a vote of a majority in interest of the
outstanding shares of the Corporation entitled to vote at a meeting duly called
for that purpose.

                                    ARTICLE X

                                EMERGENCY BYLAWS

         Section 10. EMERGENCY BYLAWS.The Emergency Bylaws provided in this
Article 0 shall be operative during any emergency in the conduct of the business
of the Corporation resulting from an attack on the United States or any nuclear
or atomic disaster, notwithstanding any different provision in the preceding
articles of the Bylaws or in the Articles of Incorporation of the Corporation or
in the Colorado Corporation Code. To the extent not inconsistent with the
provisions of this Article, the Bylaws provided in the preceding articles shall
remain in effect during such emergency and upon its termination the Emergency
Bylaws shall cease to be operative.


                                       19
<PAGE>   20

         During any such emergency:

              (a) A meeting of the Board of Directors may be called by any
         officer or director of the Corporation. Notice of the time and place of
         the meeting shall be given by the person calling the meeting to such of
         the directors as it may be feasible to reach by any available means of
         communication. Such notice shall be given at such time in advance of
         the meeting as circumstances permit in the judgment of the person
         calling the meeting.

              (b) At any such meeting of the Board of Directors, a quorum shall
         consist of the number of directors in attendance at such meeting.

              (c) The Board of Directors, either before or during any such
         emergency, may, effective in the emergency, change the principal office
         or designate several alternative principal offices or regional offices,
         or authorize the officers so to do.

              (d) The Board of Directors, either before or during any such
         emergency, may provide, and from time to time modify, lines of
         succession in the event that during such an emergency any or all
         officers or agents of the Corporation shall for any reason be rendered
         incapable of discharging their duties.

              (e) No officer, director or employee acting in accordance with
         these Emergency Bylaws shall be liable except for willful misconduct.
         No officer, director, or employee shall be liable for any action taken
         by him in good faith in such an emergency in furtherance of the
         ordinary business affairs of the Corporation even though not authorized
         by the Bylaws then in effect.

              (f) These Emergency Bylaws shall be subject to repeal or change by
         further action of the Board of Directors or by action of the
         shareholders, but no such repeal or change shall modify the provisions
         of the next preceding paragraph with regard to action taken prior to
         the time of such repeal or change. Any amendment of these Emergency
         Bylaws may make any further or different provision that may be
         practical and necessary for the circumstances of the emergency.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.1. SEAL. The corporate seal of the Corporation shall be
circular in form and shall contain the name of the Corporation and the words,
"Seal, Colorado."

         Section 11.2. FISCAL YEAR. The fiscal year of the Corporation shall be
as established by the board of directors.

         Section 11.3. AMENDMENTS. The board of directors shall have power, to
the maximum extent permitted by the Colorado Business Corporation Act, to make,
amend and repeal the Bylaws of the Corporation at any regular or special meeting
of the board unless the shareholders, in making,


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amending or repealing a particular bylaw, expressly provide that the directors
may not amend or repeal such bylaw. The Shareholders also shall have the power
to make, amend or repeal the Bylaws of the Corporation at any annual meeting or
at any special meeting called for that purpose.

         Section 11.4. GENDER. The masculine gender is used in these Bylaws as a
matter of convenience only and shall be interpreted to include the feminine and
neuter genders as the circumstances indicate.

         Section 11.5. CONFLICTS. In the event of any irreconcilable conflict
between these Bylaws and either the Corporation's articles of incorporation or
applicable law, the latter shall control.

         Section 11.6. DEFINITIONS. Except as otherwise specifically provided in
these Bylaws, all terms used in these Bylaws shall have the same definition as
in the Colorado Business Corporation Act.



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