Exhibit 10.21

EMPLOYMENT  AGREEMENT

ThisEMPLOYMENT AGREEMENT("Agreement") is made and entered into at Reno, Nevada on this 28th day of February,
2001 by and between GameTech International, Inc., a Delaware corporation ("GameTech" or the "Company"), and Richard M. Kelley ("Executive").

Whereas:



NOW, THEREFORE, in consideration of the provisions hereinafter described, Company and Executive agree as follows:

1.DUTIES OF EXECUTIVE

During
the term of this Agreement, Executive shall be employed by the Company as its Chief Financial Officer and Treasurer, and in that capacity shall perform all functions and duties
consistent with such position on behalf of the Company in an efficient, trustworthy and professional manner, as reasonably required by the President and Chief Executive Officer of the Company and
consistent with the Executive's position and the By-Laws of the Company, provided however, the Executive's authority, duties and functions shall not be diminished during employment.

Executive
agrees to devote substantially all of his working time and energy to the performance of his duties under this Agreement so long as his employment under this Agreement is
continued by the Company.

Notwithstanding
the above, Executive shall be entitled to reasonable absences for administrative and other professional meetings/events related to the Executive's responsibilities,
including but not limited to continuing professional education, professional organizations or groups reasonable and normal for his position, and to pursue other outside activities. Executive also
shall be permitted to serve as a member of the Board of Directors of other organizations, subject to approval by the President and Chief Executive Officer, on a case by case basis. Such approval shall
be granted if it can be reasonably demonstrated that such service does not involve a competitor of the Company or its Enterprises which would be harmful to the Company and does not materially
interfere with effective performance of Executive's duties under this Agreement. Nothwithstanding the above, the Executive may (i) make or manage passive personal business investments of his
choice (ii) serve in any capacity with any civic, educational, charitable, or trade organization or association, provided such activities and service do not conflict with his responsibilities
or (iii) participate in such other activities to which the President and CEO does not object.

2.TERM OF AGREEMENT

Unless
terminated sooner in accordance with the provisions of this Agreement, the Company shall employ Executive and Executive accepts such employment under the conditions set forth
herein for a two (2) year term (the "Term") beginning on the effective date of this Agreement and ending upon the close of business on February 28, 2003. Notwithstanding the foregoing,
if this Agreement is not terminated in accordance with the provisions herein on or before the expiration of its initial Term, such Term shall continue, and the Agreement shall continue in force for
successivetwo (2)year periods

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unless, at leastninety (90)days prior to the expiration of the initial Term of the Agreement, orninety
(90)days prior to the expiration of any subsequenttwo (2)year Term, either Executive or the Company gives the
other party written notice of its intent to terminate the Agreement at the end of such Term.

3.DEFINITIONS

For
purposes of this Agreement, the following terms shall have the meanings set forth in this Paragraph 3:



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4.EXECUTIVE'S RIGHTS WHILE EMPLOYED BY THE COMPANY



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5.EXECUTIVE'S RIGHTS UPON TERMINATION OF SERVICE



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6.MITIGATION AND OFFSET REQUIREMENTS

Executive
shall not be required to mitigate the amount of any benefit provided for in this Agreement by actively seeking alternative employment during the period in which such benefits
are paid. In addition, except as provided for in Paragraph 8 hereof, Executive shall not be required to offset any such benefits provided for in this Agreement by amounts earned as a result of
Executive's employment or self-employment during the period in which Executive is entitled to receive such benefits.

7.ADDITIONAL RIGHTS UPON A CHANGE OF CONTROL

In
addition to Executive's rights to effect a Constructive Termination of Service withintwelve (12)months upon a Change of
Control, the Term of this Agreement shall be automatically extended through the close of businesstwenty-four (24)months following
the effective date of any Change of Control. (Should the remaining term of the Agreement be greater than twenty-four months upon any change of control than the original term shall apply.)

8.BREACH OF CONFIDENTIALITY OR ENTERING INTO A DIRECT
COMPETITION



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9.DESIGNATION OF BENEFICIARIES

Executive
shall have the right at any time to designate any person(s) or trust(s) as beneficiaries to whom any benefits payable under this Agreement shall be made in the event of
Executive's death prior to the distribution of all benefits due Executive under this Agreement. Each beneficiary designation shall be effective only when filed in writing with the Company during
Executive's lifetime. If Executive designates more than one beneficiary, distributions of cash payments shall be made in equal proportions to each beneficiary unless otherwise provided for in
Executive's beneficiary designation.

The
filing of a new beneficiary designation shall cancel all designations previously filed. Any finalized marriage or divorce (other than common law marriage) of Executive subsequent to
the date of filing a beneficiary designation shall revoke such designation unless (a) in the case of divorce, the previous spouse was not designated as beneficiary, and (b) in the case
of marriage, Executive's new spouse had previously been designated as beneficiary. Executive's Spouse shall join in any designation of a beneficiary other than Executive's Spouse.

If
Executive fails to designate a beneficiary as provided for above, or if the beneficiary designation is revoked by marriage, divorce or otherwise without execution of a new
designation, or if the beneficiary designated by Executive dies prior to distribution of the benefits due Executive under this Agreement, the Board of Directors of the Company shall direct the
distribution of any benefits due under this Agreement to Executive's estate.

10.SUCCESSORS

Except
as provided for in Paragraph 9 above, the rights and duties of a party hereunder shall not be assignable by that partyprovided,
however,that this Agreement shall be binding upon and shall inure to the benefit of any successor of the Company, and any such successor shall be deemed substituted for the
Company under the terms of this Agreement. The term successor as used herein shall include any
person, firm, corporation or other business entity which at any time, by merger, purchase or otherwise, acquires substantially all of the assets or business of the Company.

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11.ATTORNEYS' FEES



Notwithstanding
the foregoing provisions, in no event prior to a Change of Control shall the successful party or parties be entitled to recover an amount from the unsuccessful party or
parties for costs, expenses and attorneys' fees that exceeds the costs, expenses and attorneys' fees incurred by the unsuccessful party in connection with the action or proceeding.

12.ARBITRATION

Company
and Executive agree with each other that any claim of Executive arising out of or relating to this Agreement or the breach of this Agreement or Executive's employment by Company,
including, without limitation, any claim for compensation due, wrongful termination and any claim alleging
discrimination or harassment in any form shall be resolved by binding arbitration, except for claims in which injunctive relief is sought and obtained. The arbitration shall be administered by the
American Arbitration Association under its Commercial Arbitration Rules at the American Arbitration Association Office nearest Executive's place of employment. The award entered by the arbitrator
shall be final and binding in all respects and judgment thereon may be entered in any Court having jurisdiction.

13.ENTIRE AGREEMENT

With
respect to the matters specified herein, this Agreement contains the entire agreement between the Company and Executive and supersedes all prior written agreements, understandings
and commitments between the Company and Executive. No amendments to this Agreement may be made except through a written document signed by the Executive and approved in writing by the Company's Board.

14.VALIDITY

In
the event that any provision of this Agreement is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision
of this Agreement.

15.PARAGRAPHS AND OTHER HEADINGS

Paragraphs
and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.

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16.NOTICE

Any
notice or demand required or permitted to be given under this Agreement shall be made in writing and shall be deemed effective upon the personal delivery thereof if delivered or, if
mailed,forty-eight (48)hours after having been deposited in the United States mail, return receipt requested, and addressed, in the case of the
Company, to the attention of the Board of Directors at the Company's then principal place of business, presently 900 Pentium Road, Reno, Nevada 89511, and, in the case of Executive, to Executive's
attention at the Company's then principal place of business, presently 900 Pentium Road, Reno, Nevada 89511. Either party may change the address to which such notices are to be addressed to it by
giving the other party notice in the manner herein set forth.

17.RIGHT OF EMPLOYMENT

Nothing
stated or implied by this Agreement shall prevent the Company from terminating the Service of Executive at any time nor prevent Executive from voluntarily terminating Service at
any time.

18.WITHHOLDING TAXES AND OTHER DEDUCTIONS

To
the extent required by law, the Company shall withhold from any payments due Executive under this Agreement any applicable federal, state or local taxes and such other deductions as
are prescribed by law or Company policy.

19.APPLICABLE LAW

To
the full extent controllable by stipulation of the Company and Executive, this Amendment shall be interpreted and enforced under Nevada law.

IN WITNESS WHEROF,the Company has caused this Agreement to be executed by its duly authorized representative(s) and Executive has affixed
his signature as of the date first written above.

|EXECUTIVE                             |  | GAMETECH INTERNATIONAL, INC.
|------------------------------------- |  | ----------------------------
|/s/RICHARD M. KELLEYRichard M. Kelley |  | By:                         
|                                      |  | Name:                       
|                                      |  | Title:                      

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