EMPLOYMENT AGREEMENT

                   THIS  AGREEMENT  ("Agreement")  is dated as of December  6,
2000, and is by and between IGT (the "Company"), and G. Thomas Baker
("Executive").

                   WHEREAS, Executive is currently employed by Company; and

                   WHEREAS,  the Company  considers it important and in its best
interest to foster the  employment  of key  management  personnel and desires to
retain the services of Executive on the terms and subject to the  conditions  in
this Agreement; and

                   WHEREAS,  the Executive desires to continue employment by the
Company  to render  services  to the  Company  on the terms and  subject  to the
conditions in this Agreement.

                   NOW,  THEREFORE,  in  consideration  of the  premises and the
respective  undertakings  of the  Company and  Executive  set forth  below,  the
Company and Executive agree as follows:

          1. Employment. The Company hereby employs Executive in the position of
President and Chief Executive Officer, and Executive accepts such employment and
agrees to perform  services for the  Company,  for the period and upon the other
terms and conditions set forth in this Agreement.

          2. Term. The term of Executive's  employment pursuant to this contract
shall be for a period  of three  (3)  years,  commencing  on  December  6,  2000
(Commencement Date) to and including December 5, 2003, unless earlier terminated
as provided in this Agreement (the "Term").

          3.  Compensation.
              ------------

                   3.1 Base Salary.  As compensation in full for the services to
be rendered by the Executive  under this Agreement  during the Term, the Company
shall pay to Executive a base salary of $650,000 for year one,  $700,000  during
year two and $750,000 during year three (the "Base  Salary"),  which Base Salary
shall be paid in accordance  with the Company's  normal  payroll  procedures and
policies.

                   3.2 Bonus For each one percent increase in operating  profits
before  incentives  over the  previous  fiscal year,  Executive  will receive 10
percent  of his base  salary.  Executive  shall  receive  20 percent of his base
salary  for any  increase  over prior  year in excess of 10  percent.  The bonus
calculation  shall have a maximum of 300 percent of the base salary. In year one
of the Term,  the bonus  shall be paid based on the full  2000-2001  fiscal year
without proration.  The bonus will also be payable based upon various management
objectives set by the Board of Directors in consultation with Executive.  If the
bonuses  earned in year one and year two of the Term exceeds 200 percent of base
pay,  the amount over 200 percent  will be accrued  and  payment  deferred  (the
"Deferred  Bonus")  to year  three of the  Term if  Executive  remains  with the
Company through the Term.  Deferred Bonus for years one and two, if any, will be
paid in conjunction with the bonus earned in year three.

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                   3.3  Participation in Benefit Plans.  Executive shall also be
entitled to participate in all employee benefit plans or programs of the Company
to the extent that his position,  title,  tenure,  salary, age, health and other
qualifications make him eligible to participate.  The Company does not guarantee
the adoption or continuance of any particular  employee  benefit plan or program
during the Term, and Executive's participation in any such plan or program shall
be subject to the provisions, rules and regulations applicable thereto.

                   3.4 Stock Option. Concurrent with the date of this Agreement,
the Company  shall grant to  Executive an option to purchase  500,000  shares of
common stock of the Company,  in accordance with the provisions of the Company's
1993 Stock Option Plan (the "Stock  Option")  except that the Stock Option shall
vest one third at the  Commencement  Date of each year  beginning on December 5,
2001.  Therefore  166,667options shall vest on December 5, 2001; 166,667 options
shall vest on  December 5, 2002 and  166,666  options  shall vest on December 5,
2002. The strike price shall be set as of December 5, 2000.

                   3.5  Withholding  Taxes.  The Company may  withhold  from any
benefits payable under this Agreement,  all federal,  state, city or other taxes
as  shall  be  required  to be  withheld  pursuant  to any  law or  governmental
regulation or ruling.

          4.  Confidential  Information.  Except as permitted or directed by the
Company's  Board  of  Directors  or  required  by an  order  of a  court  having
jurisdiction or under subpoena from an appropriate government agency, during the
Term or at any time  thereafter  Executive  shall not  divulge,  furnish or make
accessible to anyone or use in any way (other than in the ordinary course of the
business the Company or any of its respective  affiliates)  any  confidential or
secret  knowledge or information of the Company which  Executive has acquired or
become  acquainted  with or will acquire or become  acquainted with prior to the
termination of the period of his employment by the Company (including employment
by the Company or any affiliated or predecessor  companies  prior to the date of
this Agreement), whether developed by himself or by others, concerning any trade
secrets, confidential or secret designs, processes,  formulae, plans, devices or
material  (whether or not patented or patentable)  directly or indirectly useful
in any aspect of the business of the Company,  any customer or supplier lists of
the Company,  any  confidential  or secret  development  or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company.  Executive  acknowledges that the  above-described  knowledge or
information  constitutes  a  unique  and  valuable  asset  of  the  Company  and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information  other than for the
sole benefit of the Company and its affiliates would be wrongful and would cause
irreparable harm to the Company. Both during and after the Term, Executive shall
refrain from any acts or omissions that would reduce the value of such knowledge
or information  to the Company.  The foregoing  obligations of  confidentiality,
however,  shall not apply to any knowledge or information which is now published
or which  subsequently  becomes generally publicly known, other than as a direct
or indirect result of the breach of this Agreement by Executive.

          5.  Ventures.  If,  during  the  Term,  Executive  is  engaged  in  or
associated with the planning or implementing of any project,  program or venture
involving  the Company and a third party or parties,  all rights with respect to
such project, program or venture shall belong to the Company. Except as approved
by the  Company's  Board of  Directors,  Executive  shall not be entitled to any
interest in such project, program or venture or to any commission,  finder's fee
or other  compensation in connection  therewith other than the salary to be paid
to Executive as provided in this Agreement.

<PAGE>

          6.  Noncompetition Covenant.
              -----------------------

                   6.1  Agreement not to Compete.  Executive  agrees that during
the Term of this Agreement,  Executive shall not, without the written consent of
the Company's Board of Directors,  directly or indirectly, engage in competition
with the Company in any manner or  capacity  (e.g.,  as an  advisor,  principal,
agent,  partner,  officer,  director,  stockholder,   employee,  member  of  any
association,  or  otherwise)  in any phase of the business  which the Company is
conducting  during the Term,  including  the design,  development,  manufacture,
distribution,  marketing, leasing, financing or selling of accessories, devices,
or systems related to the products or services being sold by the Company.

                   6.2  Geographic  Extent  of  Covenant.   The  obligations  of
Executive  under  Section  6.1 shall apply to any  geographic  area in which the
Company has engaged in business during the Term.

                   6.3  Non-Solicitation. Executive agrees that during the  Term
and for a period of 12 months thereafter, he will not, without the prior written
approval  of the  Company's  Board of  Directors,  hire,  solicit or endeavor to
entice  away  from  the  Company  or,   following   termination  of  Executive's
employment,  otherwise  interfere with the  relationship of the Company with any
management  employee of the Company, or any person or entity who was, within the
then most recent prior 12-month  period,  a customer,  supplier or contractor of
the Company or any of its affiliates.

                   7. Termination. This vAgreement shall terminate in accordance
 with the following provisions:


                   7.1  Expiration  of the Term.  Unless  earlier  terminated in
accordance  with the  provisions  hereof,  this Agreement  shall  terminate upon
expiration of the three year Term as provided in Section 2. After the expiration
of the Term, the Board of Directors may continue the employment of Executive and
Executive may accept the employment on an at will basis.  Company also agrees to
provide  Executive with medical  coverage for Executive only  (excluding  family
members) through the Company or through some other mutually agreed upon provider
for the  remainder  of his life.  If such  health  insurance  is  provided  by a
provider  other than the  Company's,  the  insurance  shall  provide for similar
coverage as is received by Executives of the Company.

                    7.2 Death.  If the  Executive  dies  during  the Term,  this
Agreement  shall  terminate,  with the  Termination  Date  being the date of the
Executive's death.

                    7.3  Disability.  If the  Executive  has  been  absent  from
service to the Company as required in this Agreement for a period of ninety (90)
days or more during any one-hundred eighty (180) day period during the Term as a
result  of any  physical  or mental  disability,  the  Company  has the right to
terminate this Agreement,  the Termination  Date being ten (1) days after notice
thereof  is given to  Executive.  Upon such  disability  during  the  Term,  the
severance  provided  for in

<PAGE>

paragraph 7.5 below shall be paid to Executive's estate or as he shall direct.

                   7.4  Termination  by Company for Cause.  The  Company has the
right to terminate this Agreement for Cause as defined herein,  such termination
to be effective  immediately  upon notice thereof from the Company to Executive.
For purposes of this Agreement, "Cause" shall mean:

|X|      The   willful   and   material   failure  of Executive  to perform  him
         duties  hereunder   (other   than  any  such   failure   due  to
         Executive's physical or mental illness),  or the willful and material
         breach by Executive of his obligations hereunder;

|X|      Executive engaging in willful and serious misconduct that has caused or
         is reasonably expected to result in material injury to the Company;

|X|      Executive is convicted of,or enters a plea of guilty or nolo contendre,
         to a crime that constitutes a felony;

|X|      The failure or  inability  of  Executive  to obtain or retain any
         license  required to be obtained   or   retained   by   him  in  any
         jurisdiction  in which the  Company  does or proposes to do business.

                   7.5  Termination  by   Company  Without  Cause.  If  at  any
time the Board of  Directors  of the Company  decide  terminate  this  Agreement
during the Term, it may do so under the following terms and conditions:

o                                       Company shall pay Executive two years of
                                        Executive's base salary and the Deferred
                                        Bonus.  Such  payment will be based upon
                                        the base salary in existence at the time
                                        of termination.

o                                       In  the  event  of  death  of  Executive
                                        during  the Term of the  Agreement,  the
                                        two years of base  salary  and  Deferred
                                        Bonus  shall  be paid to the  estate  of
                                        Executive or as he shall direct.

o                                       Executive's  stock options granted under
                                        Paragraph  3.3  above,  shall have their
                                        vesting  accelerated  in  full  so as to
                                        become one hundred  percent vested as of
                                        the date of termination.

                   7.6  Termination  due to  Change  of  Control.If  at any time
during the Term a third party  acquires a  Controlling  Interest in the Company,
Executive  may at his  discretion,  elect to  sever  his  relationship  with the
Company. In this instance,  the provisions of paragraph 7.5 above shall apply. A
Controlling  Interest  shall be defined as a transfer of ownership of 40 percent
or more of the  outstanding  shares  of  Company.  In the  event of a Change  of
Control of Company occurring while Executive is employed by Company, Executive's
stock  options  granted  under  Paragraph  3.3 above,  shall have their  vesting
accelerated in full so as to become one hundred percent vested as of the date of
the Change of Control.


<PAGE>

          8.  Miscellaneous.
              -------------

                   8.1  Governing   Law.  This  Agreement  and  all  rights  and
obligations hereunder,  including, without limitation,  matters of construction,
validity and  performance,  is made under and shall be governed by and construed
in accordance  with the internal laws of the State of Nevada,  without regard to
principles of conflict of laws.

                   8.2   Amendments.   No  amendment  or  modification  of  this
Agreement shall be deemed  effective unless made in writing and signed by all of
the parties hereto.

                   8.3 No Waiver.  No term or condition of this Agreement  shall
be deemed to have been  waived,  nor shall there be any  estoppel to enforce any
provisions  of this  Agreement,  except by a statement in writing  signed by the
party against whom enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

                   8.4  Severability.  To  the  extent  any  provision  of  this
Agreement  shall be invalid or  unenforceable,  it shall be  considered  deleted
herefrom and the  remainder of such  provision  and of this  Agreement  shall be
unaffected and shall continue in full force and effect.  In furtherance  and not
in limitation of the foregoing,  should the duration or geographical  extent of,
or business  activities covered by, any provision of this Agreement be in excess
of that which is valid and enforceable under applicable law, then such provision
shall be construed to cover only that duration,  extent or activities  which may
validly and enforceably be covered.  Executive  acknowledges  the uncertainty of
the law in this respect and expressly  stipulates  that this  Agreement be given
the  construction  which renders its  provisions  valid and  enforceable  to the
maximum extent (not exceeding its express terms) possible under applicable law.

                   8.5 Assignment.  This Agreement  shall not be assignable,  in
whole or in part,  by either  party  without  the  written  consent of the other
party.

                   8.6  Injunctive  Relief.  Executive  agrees  that it would be
difficult to  compensate  the Company fully for damages for any violation of the
provisions of this  Agreement,  especially  the  provisions of Sections 4 and 6.
Accordingly, Executive specifically agrees that the Company shall be entitled to
temporary  and  permanent  injunctive  relief to enforce the  provisions of this
Agreement  and that such relief may be granted  without the necessity of proving
actual  damages.  This  provision  with respect to injunctive  relief shall not,
however,  diminish  the right of the  Company  to claim and  recover  damages in
addition to injunctive relief.

                   8.7  Arbitration.  Any controversy or claim arising out of or
relating to this Agreement or breach  thereof,  except for claims for injunctive
relief set out in  paragraph  8.6 above,  shall be  settled  by  arbitration  in
accordance  the  rules  of the  American  Arbitration  Association  relating  to
employment and judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction  thereof. In reaching his or her decision,  the
arbitrator  shall have no  authority  to change or modify any  provision of this
Agreement.


<PAGE>


                   IN WITNESS  WHEREOF,  Executive and the Company have executed
this Agreement as of the date set forth in the first paragraph.


                                       IGT
                                       By:___________________________________
                                          Charles N. Mathewson
                                          Chairman of the Board

                                       EXECUTIVE

                                       By:___________________________________
                                          G. Thomas Baker