"RCT" means the material omitted has been filed with the
Securities & Exchange Commission with an application requesting
confidential treatment.

                                                                 EXHIBIT 10.11



                                AGREEMENT

     THIS AGREEMENT, which is effective May 1, 1998, by and between KMART
CORPORATION, a Michigan corporation located at 3100 West Big Beaver Road, Troy,
Michigan 48084 (hereinafter referred to as "Kmart") and CARDIVAN COMPANY, a
Nevada corporation, located at 1110 Palms Airport Drive, Las Vegas, Nevada,
89119 (hereinafter referred to as "Cardivan").

     WHEREAS, Kmart desires Cardivan to continue the installation, operation,
maintenance and servicing of gaming devices (the "Devices") in all stores of
Kmart in the State of Nevada; and 

     WHEREAS, Cardivan agrees to take all necessary steps to install, operate
and maintain Devices pursuant to the terms of this Agreement.

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

1.  Cardivan shall install, operate, service and remove subject to the terms
hereof, Devices at the Kmart store locations set forth on the attached Exhibit
A. Should Kmart open or acquire additional stores within the State of Nevada
during the term of this Agreement, Kmart will use its best efforts to provide to
Cardivan adequate space for the installation and operation of the maximum number
of Devices allowable by law. Cardivan will accept existing space allocations
within existing Kmart stores. However should Kmart reduce the space allocation
in an existing store, a per Device monthly rent adjustment will be required
during the term of this Agreement. The minimum number of Devices to be installed
and operated in each existing store is detailed on Exhibit A. Cardivan may elect
to reduce or add to the number of Devices at any location subject to the terms
of this Agreement.  Installation, maintenance, removal and replacement of said
Devices shall be performed only at the time specified by the Kmart district
manager of the store involved.  The area in which Devices shall be located in
the stores shall be mutually agreed upon between Kmart and Cardivan.

2.  In full consideration for the rights hereby granted, Cardivan shall pay to
Kmart the amounts set forth in the attached Exhibit B for each existing store as
of May 1, 1998. All payments will be made on the first day of each month for the
previous month.  The minimum amount to be paid by Cardivan to Kmart for each
store shall be based on the minimum number of Devices listed in Exhibit B for
each store.  The minimum monthly fees per store will be paid by Cardivan even if
Cardivan elects to reduce the number of Devices in a store below the minimum
number provided in Exhibit B. Provided, if Cardivan elects to install additional
Devices in a store above the minimum number listed in Exhibit B for a store,
Cardivan agrees to pay to Kmart an additional amount for each such Device based
on the monthly fee per Device listed in Exhibit B for the store in which the
additional Device(s) is installed and operated.
              
Should Kmart open or acquire additional stores in the State of Nevada during the
term of this Agreement, Cardivan shall have the option within thirty (30) days
of notification by Kmart to Cardivan to exercise its exclusive right to operate
Devices within each of the stores under the terms and conditions of this
Agreement. During the term of this Agreement, the fees due with respect to such
new locations will be based on the actual number of Devices at such locations at
the then applicable monthly fee. For the RCT period following the date such new
location is open for business by Kmart, the monthly fee per Device shall be RCT;
provided that if Kmart has not taken all steps required to be taken by it to
permit Cardivan to commence operations at such New Location, the RCT period
shall not commence until all such actions have been taken. 

Kmart acknowledges that Cardivan has prepaid the monthly fees through July 31,
1998 for the Kmart store #3894 located in Elko, Nevada pursuant to a previous
agreement entered into between the parties on September 1, 1997. 

3.  Payments by Cardivan shall be mailed or delivered to Kmart Corporation at
3100 West Big Beaver Road, Troy, MI 48084, Accounts Receivable - Attn:
D. Matyanowski.  Kmart may direct Cardivan to send payments to another address
by giving Cardivan written notice at least thirty days in advance of such
address change.  All payments made by Cardivan hereunder shall be accompanied by
a report giving a breakdown by store of the amount paid and the calendar month
to which the payment relates. Notification of the installation of any new
Devices (except Devices installed to replace old Devices) shall be given to
Kmart at the then current address for payments not less than thirty (30) days
prior to the installation.

4.  All Devices installed by Cardivan hereunder and subject to this Agreement,
together with the contents of their cash boxes shall remain the sole property of
Cardivan and Kmart shall acquire no ownership interest therein.  All taxes and
assessments of any kind by reason of or as a condition precedent to the
ownership or operation of Devices by Cardivan in the stores shall be paid
promptly and in full by Cardivan, but Cardivan shall not be liable for any tax
measured by Kmart's income.  Cardivan warrants that prior to installation of any
Device hereunder it shall have paid the proper licensing agency or agencies the
licensing fee or fees necessary for operation of Devices and that it shall have
procured from said agency or agencies all licenses necessary for operation of
Devices. Cardivan agrees that it shall maintain in force such licenses and pay
any and all license fees as they become due during the term of this Agreement.

     Cardivan agrees to reimburse, indemnify, defend and hold Kmart harmless
from and against any damage, loss, expense or penalty or any claim or action
therefore: (1) by or on behalf of any taxing authority arising out of Cardivan's
payment or failure of payment of any taxes and/or assessments (including license
fees) imposed by reason of or as a condition precedent to the ownership or
operation of the Devices covered hereunder, and (2) as a result of Cardivan's
failure to obtain and/or maintain in force any licenses necessary for the
operation of Devices covered hereunder.

5.  All costs and expenses incurred for the installing, maintaining and removing
of said Devices shall be paid by Cardivan, together with the costs of restoring
to their condition on the date of installation, reasonable wear and tear
excepted, the areas in the stores occupied by said Devices, which restoration
Cardivan hereby agrees to perform promptly after the removal of any or all of
said Devices and/or upon termination of this Agreement.  If Cardivan fails or
refuses to so remove and restore for more than thirty (30) consecutive calendar
days after termination of this Agreement or its receipt of directions from Kmart
to do so, Kmart may so remove and restore and may place said removed Devices in
public storage in Clark County, Nevada for Cardivan's account and at Cardivan's
risk.

6.  Cardivan shall, at its own expense, employ a sufficient number of persons to
supply change or coins (furnished by Cardivan) to patrons of the Devices at each
of the stores covered by this Agreement.  In the event that Kmart deems one or
more of Cardivan's Change Persons or other employees working at a Location or
Locations is conducting themselves in a manner that is unsatisfactory to Kmart,
Kmart may inform Cardivan verbally or in writing of such conduct. Cardivan shall
address the matter within twenty-four (24) hours with the Affected Employee and
correct the violation. If Kmart notifies Cardivan, verbally or in writing, of a
second incident by the Affected Employee, Cardivan shall replace the Affected
Employee as quickly as possible subject to existing federal, state and local
laws.

7.  Cardivan shall service said Devices, and its employees shall be present to
render change service, during the hours when said store is open to the public.

8.  In the event an Existing Location is closed for renovation for a period of
thirty (30) days or more, the Fees with respect to such renovated Existing
Location shall be RCT monthly fee RCT following the date such renovated Existing
Location is reopened for business by Kmart; provided that if Kmart has not taken
all steps required to be taken by it to permit Cardivan to recommence operations
at such Existing Location, the RCT period shall not commence until all such
actions have been taken.  Should Cardivan decline to exercise such option Kmart
may license another operator of Devices for such new store.

9.  Cardivan shall be responsible for and does represent that it shall comply
with all federal, state and local laws, rules and regulations applicable to its
operations under this Agreement.

10.  Cardivan is and at all times shall be an independent contractor in the
performance of this Agreement.  Cardivan will exercise control over its
employees and shall be solely responsible for the payment of any wages, salaries
or other remuneration of its employees and for the payment of any payroll taxes,
contributions for unemployment insurance, social security, pensions or annuities
which are imposed as a result of the employment of its employees.

11.  The risk of loss, damage, destruction or disappearance of any property of
Cardivan on the premises shall, as between Kmart and Cardivan, be exclusively
that of Cardivan.

12.  Cardivan shall not advertise the presence of the Devices covered by this
Agreement, except in accordance with Kmart's prior written approval.

13.  If Kmart decides to alter its smoking policies in the Gaming Spaces from
those currently in effect, Kmart agrees to discuss the need for such change with
Cardivan and to secure Cardivan's prior written consent for such change, unless
and to the extent such change is required by law or regulation.

14.  Cardivan shall reimburse, indemnify, defend and hold Kmart harmless from
and against any damage, loss, expense or penalty or any claim, demand, action or
proceeding therefor by or on behalf of any person or entity (including Cardivan
employees), arising out of the installation, maintenance, service, existence,
operation, repair or removal of Devices including but not limited to claims of
libel, slander, assault, false arrest, bodily injury or property damage
(hereinafter "such claims"), provided Kmart gives Cardivan reasonable notice of
any such claims made or brought against Kmart. Cardivan shall assume the defense
or other disposition of any such claims within a reasonable period of time after
notice of same. 

15.  Cardivan shall provide and maintain in effect during the term hereof and
any extension thereof workers' compensation insurance covering all employees
engaged in its business and in the installation, maintenance, service,
operation, repair or removal of said Devices, or provide workers' compensation
on a self-insured basis in compliance with applicable Nevada regulations, and
shall likewise provide and maintain public liability insurance with policy
limits of $2,000,000 per occurrence and aggregate combined for bodily injury and
property damages. Kmart shall be named as an additional insured under said
policy or policies.  Such insurance shall specifically protect Cardivan and
Kmart as its interest may appear against the contractual liability assumed by
Cardivan hereunder, and certificates of such insurance shall be promptly
delivered to Kmart.

16.  Cardivan will indemnify and save Kmart harmless from and against all
claims, demands or actions arising out of infringement or alleged infringement
of U.S. Patents, copyrights, trademark or servicemark rights if such claims,
demands or actions are made or brought against Kmart as a result of the presence
of said Devices in its stores.

17.  Notices hereunder for Cardivan shall be directed to it at 1110 Palms
Airport Drive, Las Vegas, Nevada 89119, Attn: Senior Vice President - Operations
and notices for Kmart shall be directed to it at 3100 West Big Beaver Road,
Troy, Michigan 48084, Attn: General Counsel or to such other addresses as either
party may hereafter specify in writing.  Notices shall be effective on the date
recipient signs for receipt of said notice.

18.  The entire understanding of the parties with relation to the subject matter
hereof is contained herein.  No modification of this Agreement shall be
effective unless made in writing and signed by both parties. Neither party shall
assign this Agreement or any interest in it or assign or subcontract the
performance of any obligation hereunder without the prior written consent of the
other party; subject to such prior written consent, this Agreement shall bind
the successors and assigns of both parties.

19.  This Agreement shall become effective as of May 1, 1998 and shall expire on
RCT; provided, however, that either party may terminate this Agreement RCT,
provided that written notice is given to the non-terminating party by RCT. 
Further, if Kmart elects to eliminate the Devices in all Kmart stores in Nevada,
Kmart may terminate this Agreement RCT of any year commencing RCT,
provided that Kmart gives written notice by RCT of same year to Cardivan, and
such notice indicates Kmart's intention to eliminate the Devices and any and all
gaming operations through RCT.  In addition, either party may terminate this
Agreement at any time during the term if the other party breaches or is in
default of the performance of its obligations hereunder, and such breach or
default continues for thirty (30) consecutive days after written notice thereof
is mailed to the party breaching or in default, such termination to be effective
on said thirtieth (30th) day.  In the event any of the Kmart stores covered by
this Agreement close, Cardivan's gaming operations as to such store only shall
be suspended during such closing, if temporary and, if permanent, Cardivan's
gaming operations as to such store only shall terminate effective as of the date
of the store closing.  Termination shall not affect rights or obligations
accrued hereunder prior to the effective date of termination.  In addition, in
the event that (i) Kmart should effect a material reduction in the hours of
operation of the locations, from the hours of operation in effect on the date of
this Agreement, or (ii) there should be a change in the laws or regulations
applicable to the operation of gaming devices in retail facilities which has the
effect of materially reducing the revenues received by Cardivan from its
operation of the Devices hereunder, the parties shall negotiate in good faith to
arrive at an equitable adjustment to the terms of the Agreement.

20.  Both of the parties hereto agree that they will be bound by and comply with
any rule, regulation or statute of the State of Nevada relating to Devices
herein described; together with city and county ordinance pertaining to Devices.

21.  Notwithstanding the provisions of paragraph 19 above, this Agreement shall
terminate on the effective date of any law, ordinance, regulations or final
judicial decision which, directly or in effect, renders operations hereunder
unlawful, or requires Kmart to meet the licensing of the Nevada Gaming
Commission.  Should a new tax or a current tax increase be imposed on the gaming
operations (other than increases in rate of income, sales or excise taxes which
are of general application to persons in addition to those dealing with Devices)
during the term of this Agreement that has the effect of materially reducing the
operating income earned by Cardivan from its operation of Devices at Kmart
stores, Kmart and Cardivan agree to negotiate in good faith to arrive at an
equitable adjustment to the terms of this Agreement.

22.  RCT

23.  This Agreement and the information contained herein, including but not
limited to the fees payable to Kmart by Cardivan, is confidential and shall not
be disclosed to any person except the gaming licensing authorities of the State
of Nevada upon proper request, unless and to the extent required by laws or
regulations applicable to the parties.

24.  This Agreement shall supersede and replace the Agreement dated September 1,
1997 between Kmart and Cardivan.

  IN WITNESS WHEREOF, the parties have executed this Agreement as of this 2nd
day of June, 1998.

CARDIVAN COMPANY                      KMART CORPORATION

By:  /s/ George Congdon               By:  /s/ D. W. Keeble
     ________________________              ________________________

Its: President                        Its: Executive Vice President
     ________________________              ________________________<PAGE>
EXHIBIT A


<TABLE>
                                                    Min. # of Hours of
Store #     Location                                Devices   Operation
________________________________________________________________________
<S>                                                 <C>       <C>
Super Kmart
4933 4855 Summit Ridge, Reno, Nv 89503                15      24 hours
4943 3456 North Carson Street, Carson City, NV 89706  15      24 hours

Kmart
3095 2671 Las Vegas Blvd. N., N. Las Vegas, NV 89030  15      8a-10p
3110 3800 Kietzke Lane, Reno, NV 89502                16      8a-10p
3592 5050 E. Bonanza Road, Las Vegas, NV 89110        16      8a-10p
3680 3760 E. Sunset Road, Las Vegas, NV 89120         15      8a-10p
3719 4500 N. Rancho Drive, Las Vegas, NV 89130        16      8a-10p
3857 732 S. Racetrack Road, Henderson, NV 89015       15      8a-10p
3894 2450 Mountain City Hwy., Elko, NV 89801          15      8a-10p M-Sa
                                                              8a-9p Sun.
4151 2125 Oddie Blvd., Sparks, NV 89431               16      8a-10p
4369 2975 E. Sahara Avenue, Las Vegas, NV 89104       15      8a-10p
7586 3455 S. Rainbow Blvd., Las Vegas, NV 89102       15      8a-10p


</TABLE>



                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

</TABLE>

                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

/TABLE
<PAGE>
                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

/TABLE
<PAGE>
                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

</TABLE>


<PAGE>
                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

</TABLE>


<PAGE>
                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

</TABLE>


<PAGE>
                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

</TABLE>


<PAGE>
                                 EXHIBIT B

                             For the Period RCT
<TABLE>

Store         Monthly Fee per Device  # of Devices    Total Due Per Month
_____         ______________________  ____________    ___________________
<S>           <C>                       <C>             <C>

Super Kmart
___________
  Store #
  _______
    4933             RCT                   15                 RCT
    4943             RCT                   15                 RCT

Kmart Store #
_____________
    3095             RCT                   15                 RCT
    3110             RCT                   16                 RCT
    3592             RCT                   16                 RCT
    3680             RCT                   15                 RCT
    3719             RCT                   16                 RCT
    3857             RCT                   15                 RCT
    3894             RCT                   15                 RCT
    4151             RCT                   16                 RCT
    4369             RCT                   15                 RCT
    7586             RCT                   15                 RCT
                                  Total All:                  RCT

</TABLE>