EXHIBIT 10.19

EMPLOYMENT AGREEMENT

THIS
EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into as of the 17th day of October, 2000, by and between T. J. Matthews (the "EXECUTIVE") and Anchor Gaming ("ANCHOR"
or "EMPLOYER"), a Nevada corporation.

BACKGROUND

Employer
is presently completing a restructuring of its ownership (the "TRANSACTION"), which will include changes in its executive management. Employer acknowledges that, following
the Transaction, continued access to the experience, knowledge and expertise possessed by Executive will be critical to Employer's success. Employer wishes to ensure that it will retain the services
of Executive for a period following the Transaction, and to memorialize the terms of said employment relationship in writing.

This
Agreement supercedes all previous employment agreements by and between the Company and the Executive.

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

1.  EMPLOYMENT.
Subject to the terms and conditions set forth in this Agreement, Employer will employ Executive, and Executive hereby accepts such employment with
Employer. In the event of termination, Executive must resign from the Board of Directors.

2.  DUTIES
OF EXECUTIVE.



3.  TERM.
The term of this Agreement (the "TERM") will commence as of October 17, 2000 (the "EFFECTIVE DATE"), and will continue for a period of 4 years
from the Effective Date, at which time this Agreement expires, unless earlier terminated by either party in accordance with the

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terms and conditions in this Agreement (the date on which Employee's employment with Employer terminates is referred to as (the "SEPARATION DATE").

4.  COMPENSATION.



5.  RESTRICTED
STOCK GRANT.



6.  STOCK
OPTIONS. As additional consideration for the services provided by Executive pursuant to this Agreement, Employer will grant to Executive options to purchase
one-hundred-and-twenty-thousand (120,000) shares of Employer's Common Stock (the "OPTION GRANT") at an exercise price of seventy-one dollars and
eighty-seven and one-half cents ($71.875), such grant to be governed by the 1995 Stock Option Plan and the Anchor Gaming 2000 Stock Incentive Plan, which is to be presented to
shareholders at Employer's next annual meeting. The terms and conditions of this Option Grant will be set forth in a separate Stock Option Agreement, which is attached as EXHIBIT C.

7.  SEVERANCE.



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8.  PAYMENTS
UPON TERMINATION; TAX TREATMENT. In the event that the total compensation paid to Executive as severance in the event of a Change in Control, taking into
account all cash severance payments, shares of stock, accelerated vesting of stock options, and bonuses, if any (such payments referred to, for purposes of this SECTION 8, as the "SEVERANCE PAYMENT"),
is found to constitute "an excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), then Employer will pay to Executive, in
addition to the compensation paid as Severance Payment, an additional amount (the "ADDITIONAL AMOUNT") which, after reduction for income taxes and excise taxes on the additional amount, is sufficient
to provide for the payment of any excise tax that may be due by Executive on the Severance Payment.

9.  CONFIDENTIAL
INFORMATION.



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10. COVENANT
NOT TO COMPETE:



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11. ENFORCEMENT
OF COVENANTS. Executive has carefully read and considered the provisions of SECTIONS 9 and 10 of this Agreement, and Executive agrees that the
restrictions contained therein (including, but not limited to, the time period and geographic restriction) are fair and reasonable and that these provisions are reasonably required for protection of
Employer's interests. Executive further agrees that a violation by Executive of any of the covenants contained in SECTIONS 9 and 10 will cause damage to Employer that will be significant, material and
difficult or impossible to adequately measure, and that in the event of such a breach, notwithstanding any language or provision in SECTION 12, Employer will be entitled to seek and obtain injunctive
relief. Executive expressly acknowledges and agrees that the respective covenants and agreements will be construed in such a manner as to be enforceable under applicable laws if a more limited scope
is determined by a court of competent jurisdiction to be required.

12. NEGOTIATION,
MEDIATION AND ARBITRATION.



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13. DEATH
OR DISABILITY. In the event that Executive dies or becomes unable, by virtue of any physical or mental impairment, to perform the essential functions of his
position, with or without reasonable accommodation, for a period of 90 consecutive days or more ("Disability"), Employer will pay to Executive, or to his estate, heirs and/or assigns, as appropriate,
all salary owed to Executive by Employer pursuant to SECTION 4 of this Agreement; any bonus owed to Executive as of the date of said death or Disability, pursuant to SECTION 4 of this Agreement; and a
severance payment equal to six times Executive's monthly salary.

14. NOTICE
PROVISION. Any notice, demand or request required or permitted to be given or made under this Agreement will be in writing and will be deemed given or made
when delivered in person, when sent by United States registered or certified mail, or postage prepaid, or when telecopied to a party at its address or telecopy number specified below:



The
parties to this Agreement may change their addresses for notice by notifying the other parties in the manner provided in this SECTION 14.

15. HEADINGS
NON-BINDING. All section titles and captions in this Agreement are for convenience only, will not be deemed part of this Agreement, and in no
way will define, limit, extend or describe the scope or intent of any provisions hereof.

16. WORDS
TO HAVE CONTEXTUAL MEANING. Whenever the context may require, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns, pronouns and verbs will include the plural and vice versa. Additionally, the words "and" and "or" will be given their contextual meaning and not be interpreted
as being solely conjunctive or disjunctive, as the case may be.

17. EXECUTION
OF AGREEMENT. The parties will execute all documents, provide all information and take or refrain from taking all actions as may be reasonably necessary
or appropriate to achieve the purposes of this Agreement.

18. LIMITATION
OF BENEFITS CLAUSE. None of the provisions of this Agreement will be for the benefit of or enforceable by any creditors of the parties, except as
otherwise expressly provided herein.

19. NON-WAIVER
PROVISION. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof will constitute waiver of any such breach or any other covenant, duty, agreement or condition.

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20. MULTIPLE ORIGINALS. This Agreement may be executed in counterparts, all of which together will constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the same counterpart.

21. CHOICE
OF LAWS. THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW.

22. SEVERABILITY
AND REFORMATION. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, then the parties
will be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement
will be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another
provision that is legal and enforceable and achieves the same objectives.

23. ENTIRE
AGREEMENT. This Agreement, and the agreements in the forms of exhibits attached hereto, constitute the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersede and preempt any prior written or prior or contemporaneous oral understandings, agreements or representations by or between the parties, written
or oral, which may have related in any manner to the subject matter hereof.

24. WRITTEN
AMENDMENTS PROVISION. No supplement, modification or amendment of this agreement or waiver of any provision of this Agreement will be binding unless
executed in writing by all parties to this Agreement. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision of this Agreement
(regardless of whether similar), nor will any such waiver constitute a continuing wavier unless otherwise expressly provided.

25. WRITTEN
CONSENT FOR ASSIGNMENT. No party may assign this Agreement or any rights or benefits thereunder without the written consent of the other parties to this
Agreement.

26. CHOICE
OF FORUM. Any action arising and initiated pursuant to this Agreement must proceed in a state or federal district court in Clark County, Nevada. If such an
action cannot proceed in a state or federal district court due to jurisdictional limitations, then it will proceed in any state or county court of competent jurisdiction in Clark County, Nevada.

EXECUTED
as of the date first above written.

| |  | ANCHOR GAMING
| |  | -------------
| |  | By:          
| |  | and          
| |  | EXECUTIVE    
| |  | By:          

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EXHIBIT A

LOGO

Consent & Release Form  Drug Testing  Pre-Employment, Reclassification/Promotion

It is the policy of Anchor to prohibit the possession, drinking, selling, exchanging or being under the influence of alcohol, intoxicants, or
non-prescribed or illegal drugs when reporting for duty, or on duty. It is also the policy of Anchor to conduct pre-employment drug tests to determine an applicant's
suitability for employment and/or an employee's suitability for reclassification/promotion for positions supervisory or above, as well, for positions whose essential job duties involve security,
safety, and/or money handling.

I,
________________________, therefore voluntarily give my permission to Anchor and the laboratory/clinic it has(Print Name) selected, to draw samples, and conduct tests required for drug testing as
a pre-requisite for employment as identified above. Further, I give my
consent for the results of this test to be released to Anchor for the purpose of evaluating my condition for prospective or continued employment.

I
understand that if positive results to the test are caused by medication(s) prescribed by an accredited physician for treatment of a current condition, Anchor may verify the
circumstances with the physician prior to any offer of employment.

I
understand that if the prescribed medication that I am taking will adversely affect my ability to perform the job that I am being considered for in a safe and efficient manner,
Anchor has the right to defer my application until such time that I no longer require the medication or discontinue considering me for employment of the position if the position must be filled
immediately. I understand that if a positive result of the test is caused by medications that are not part of a currently prescribed medical treatment, I will not be hired.

I
understand that if I am currently employed by Anchor that in the absence of an acceptable explanation, a positive result to a drug test will result in my termination.

I
agree to hold Anchor, it's agents, directors, officers and employees harmless from any and all liability in connection with this and/or any future testing, and I hereby release and
discharge Anchor from any and all claims, potential claims, or actions resulting from or relating to such testing, including the taking of samples, the testing process, procedures and analysis, and
the disclosure and utilization of tests results in considering my employment or continue employment with Anchor.

|                                |  |     
|------------------------------- |  | ----
|Acknowledged,                   |  |     
|Signature of Applicant/Employee |  | Date
|Signature of Anchor Witness     |  | Date

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EXHIBIT B

ANCHOR
GAMING
RESTRICTED STOCK AGREEMENT

THIS
AGREEMENT, dated as of September 24, 2000, is by and between Anchor Gaming, a Nevada corporation ("ANCHOR GAMING"), and Thomas J. Matthews (the "PARTICIPANT").

RECITALS

The
Board of Directors of Anchor Gaming has adopted the Anchor Gaming 2000 Stock Incentive Plan (the "2000 PLAN") to enable directors, officers, and employees of Anchor Gaming and its majority-owned
subsidiaries to acquire shares of Common Stock, $.01 par value, of Anchor Gaming ("COMMON STOCK") in accordance with the provisions of the 2000 Plan.

The
2000 Plan is subject to the approval of the stockholders of the Company at the next annual meeting of stockholders.

The
Board of Directors (the "BOARD") has selected Participant to participate in the 2000 Plan and has determined to grant Participant restricted shares of Common Stock in accordance
with the terms and conditions of this Agreement.

NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, Anchor Gaming and Participant agree as
follows:

1.  DEFINITIONS.
As used in this Agreement, the following terms have the meanings indicated:



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2.  GRANT
OF OPTION; PURCHASE OF STOCK.



3.  RESTRICTIONS
ON TRANSFER. The Restricted Stock may not be sold or otherwise transferred until it is vested. Anchor Gaming is not obligated to recognize any
purported sale or other transfer of the Option or any Restricted Stock in violation of this Section 3 and, unless it elects to do otherwise, may treat any such purported sale or transfer as
null, void, and of no effect.

4.  RIGHTS
TO BUY BACK RESTRICTED STOCK AND TO REQUIRE PAYBACK OF CERTAIN PROFITS.



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5.  COMPETITION
AND NON-DISCLOSURE. Participant acknowledges that: (i) in the course and as a result of employment with the Company, Participant will
obtain special training and knowledge and will come in contact with the Company's current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to
competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that during Participant's employment he or she will receive Confidential
Information from the Company, its customers and suppliers and special training related to the Company's business methodologies; and (iii) Participant's employment by Company creates a
relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and as a material inducement to Anchor Gaming to grant the Restricted Stock to
Participant and other good and valuable consideration, Participant agrees that Anchor Gaming, as its sole remedy under this Agreement, will be entitled to terminate all vesting of the Restricted Stock
and to exercise the rights specified in SECTION 4 if Participant does any of the following without the prior written consent of the Company:



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The
existence of any claim or cause of action of Participant against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense of the Company's
enforcement of the covenants set forth in this SECTION 5. The Participant hereby submits to the jurisdiction of the courts of the State of Nevada and federal courts therein for the purposes of any
actions or proceedings instituted by the Company to obtain such injunctive relief. Participant further acknowledges and agrees that the obligations contained in SECTION 5 of this Agreement are fair,
do not unreasonably restrict Participant's further employment and business opportunities, and are commensurate with the compensation arrangements set out in this Agreement. The covenants contained in
SECTION 5 will each be construed as an Agreement independent of any other provision of this Agreement. Both
parties intend to make the covenants of SECTION 5 binding only to the extent that it may be lawfully done under existing applicable laws.

If
any court of competent jurisdiction finds any provision of this SECTION 5 to be unreasonable as to substantive scope, duration or geographic scope, then the Participant expressly
agrees that, at Anchor's sole discretion, and in addition to any other remedies at law or equity that may be available to Anchor Gaming: (i) such provision will be considered to be amended to
provide the broadest scope of protection to the Company that such court would find reasonable and enforceable or (ii) Anchor Gaming may require that this Agreement be rescinded.

This
SECTION 5 of this Agreement will survive either termination of the employment relationship or termination of this Agreement for the full period set forth in this SECTION 5.

6.  COMPLIANCE
WITH SECURITIES LAWS. Participant agrees that neither Participant nor any successor in interest of Participant will sell or otherwise transfer any shares
of Restricted Stock in any way that might result in a violation of any federal or state securities laws or regulations. Participant acknowledges and agrees that Anchor Gaming may require Participant
or any subsequent holder of the any shares of Restricted Stock to provide Anchor Gaming, prior to any sale or other transfer, with such other representations, commitments, and opinions regarding
compliance with applicable securities laws and regulations as Anchor Gaming may deem necessary or advisable. Anchor Gaming agrees to use its

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best efforts to cause a registration statement covering resales of the Restricted Stock to be filed with the Securities and Exchange Commission and to be effective, and to list the Restricted Stock on
Nasdaq and any other securities exchange on which the common stock of Anchor Gaming is listed for trading.

7.  STOCK
CERTIFICATES; RIGHTS AS SHAREHOLDER. All certificates representing shares of Restricted Stock will bear such legends as the Board determines are necessary or
appropriate. Such legends will be removed at vesting. Whether or not certificates representing shares of Restricted Stock have been issued or delivered, Participant will have all the rights of a
shareholder of Restricted Stock, including voting, dividend and distribution rights, with respect to shares of Restricted Stock owned by Participant.

8.  INCOME
TAX WITHHOLDING. Participant will, upon request by the Company, reimburse the Company for, or the Company may withhold from sums or property otherwise due or
payable to Participant, any amounts the Company is required to remit to applicable taxing authorities as income tax withholding with respect to any Restricted Stock. If Participant fails to reimburse
the Company for any such amount when requested, the Company has the right to recover that amount by selling or canceling sufficient shares of any Restricted Stock held by Participant.

9.  COMPLIANCE
WITH PLANS. Participant acknowledges receipt of a copy of the 2000 Plan and further acknowledges that this Agreement is entered into, and the Option is
granted, pursuant to the 2000 Plan. If the provisions of the 2000 Plan are inconsistent with the provisions of this Agreement, the provisions of the 2000 Plan supersedes the provisions of this
Agreement.

10. NOTICES.
Any notice to Anchor Gaming or the Company that is required or permitted by this Agreement will be addressed to the attention of the Secretary of Anchor
Gaming at its principal office. Any notice to Participant that is required or permitted by this Agreement will be addressed to Participant at the most recent address for Participant reflected in the
appropriate records of the Company. Either party may at any time change its address for notification purposes by giving the other written notice of the new address and the date upon which it will
become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing to be effective and, if mailed, will be deemed to have been given on
the third business day after the same is enclosed in an envelope, addressed to the party to be notified at the appropriate address, properly stamped, sealed, and deposited in the United States mail,
and, if mailed to the Company, by certified mail, return receipt requested.

11. REMEDIES.
Anchor Gaming is entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable
relief to enforce the provisions of this Agreement. Any action to enforce the provisions of, or relating to, this Agreement may be brought in the state or federal courts having jurisdiction in the
State of Nevada. By signing this Agreement, Participant consents to the personal jurisdiction of such courts in any such action.

12. ASSIGNMENT.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and
assigns. However, Participant does not have the power or right to assign this Agreement without the prior written consent of Anchor Gaming.

13. ATTORNEYS'
FEES. If any legal proceeding is brought to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.

14. SEVERABILITY.
If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this
Agreement will not be affected.

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15. HEADINGS. The section headings used herein are for reference and convenience only and do not affect the interpretation of this Agreement.

16. GOVERNING
LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CHOICE OF LAW RULES IN SUCH
LAW OR ANY OTHER PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

17. ENTIRE
AGREEMENT. This Agreement, together with the 2000 Plan and any procedure adopted by the Board or the Committee under the Plan, constitutes the entire
agreement between the parties with respect to its subject matter and may be waived or modified only in writing.

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IN WITNESS WHEREOF, and intending to be legally bound hereby, Participant and a duly-authorized representative of Anchor Gaming have executed this Agreement as of the date
first above written.

PARTICIPANT

ANCHOR GAMING/s/T.J. MATTHEWS

By:
/s/GEOFFREY A. SAGESignatureT.J. Matthews

Title:
CFOPrinted Name


CONSENT
OF SPOUSE

As
the spouse of Participant, I consent to be bound by this Stock Option Agreement and agree that this consent will be binding on my interest under this Agreement and on my heirs,
legatees, and assigns.

| |  | /s/CAROLYN SUE MATTHEWS
| |  | -----------------------
| |  | Signature              
| |  | Carolyn Sue Matthews   
| |  | Printed Name           

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ATTACHMENT A

RESTRICTED
STOCK AGREEMENT

1.  Shares
of Restricted Stock granted: 50,000

2.  Vesting
Schedule:



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EXHIBIT C

ANCHOR GAMING  EXECUTIVE STOCK OPTION AGREEMENT

THIS
AGREEMENT, dated as of September 24, 2000, is by and between Anchor Gaming, a Nevada corporation ("ANCHOR GAMING"), and Thomas J. Matthews (the "PARTICIPANT").

RECITALS

The
Board of Directors of Anchor Gaming has adopted the Anchor Gaming 2000 Stock Incentive Plan (the "2000 PLAN") to enable directors, officers, and employees of Anchor Gaming and its
majority-owned subsidiaries to acquire shares of Common Stock, $.01 par value, of Anchor Gaming ("COMMON STOCK") in accordance with the provisions of the 2000 Plan.

The
2000 Plan is subject to the approval of the stockholders of the Company at the next annual meeting of stockholders.

All
Options granted under this Agreement that Vest on the consummation of the Fulton Transactions (as defined in ATTACHMENT A) are granted under and will be subject to the
terms of the Anchor Gaming 1995 Stock Option Plan (as amended, the "1995 PLAN").

The
Board of Directors (the "BOARD") has selected Participant to participate in the 1995 Plan and the 2000 Plan and has determined to grant Participant the right and option to
purchase shares of Common Stock in accordance with the terms and conditions of this Agreement, provided that if any change is made in the shares of Common Stock (including, but not limited to, changes
by stock dividend, stock split, merger or consolidation, but not including the issuance of additional shares for consideration), the Board of Directors or the Committee appointed to administer the
Plan (the "COMMITTEE"), will make such adjustments in the number and kind of shares (which may consist of
shares of a surviving corporation to a merger) that may thereafter be optioned and sold under the 1995 Plan or the 2000 Plan, as applicable, and the number and kind of securities or other property
(which may consist of shares of a surviving corporation to a merger) and purchase price per share of shares subject to outstanding Stock Option Agreements under the 1995 Plan and the 2000 Plan as the
Board of Directors or the Committee determines are equitable to preserve the respective rights of the Participants under the 1995 Plan or the 2000 Plan, as applicable.

NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and other terms and conditions set forth in this Agreement, Anchor Gaming and Participant agree as
follows:

1.  DEFINITIONS.
As used in this Agreement, the following terms have the meanings indicated:



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2.  GRANT
OF OPTION; PURCHASE OF STOCK.



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3.  RESTRICTIONS
ON TRANSFER. The Option may not be sold or otherwise transferred and is exercisable only by Participant during Participant's lifetime unless the
transfer is by will or the laws of descent and distribution upon Participant's death. Anchor Gaming is not obligated to recognize any purported sale or other transfer of the Option or any Purchased
Stock in violation of this Section 3 and, unless it elects to do otherwise, may treat any such purported sale or transfer as null, void, and of no effect.

4.  RIGHTS
TO BUY BACK PURCHASED STOCK AND TO REQUIRE PAYBACK OF CERTAIN PROFITS.



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5.  COMPETITION
AND NON-DISCLOSURE. Participant acknowledges that: (i) in the course and as a result of employment with the Company, Participant will
obtain special training and knowledge and will come in contact with the Company's current and potential customers, which training, knowledge, and contacts would provide invaluable benefits to
competitors of the Company; (ii) the Company is continuously developing or receiving Confidential Information, and that during Participant's employment he or she will receive Confidential
Information from the Company, its customers and suppliers and special training related to the Company's business methodologies; and (iii) Participant's employment by Company creates a
relationship of trust that extends to all Confidential Information that becomes known to Participant. Accordingly, and as a material inducement to Anchor Gaming to grant this Option to Participant and
other good and valuable consideration, Participant agrees that Anchor Gaming will be entitled, as its sole remedy under this Agreement, to terminate all rights to exercise the Option and to exercise
the rights specified in SECTION 4 if Participant does any of the following without the prior written consent of the Company:



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The
existence of any claim or cause of action of Participant against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense of the Company's
enforcement of the covenants set forth in this SECTION 5. The Participant hereby submits to the jurisdiction of the courts of the State of Nevada and federal courts therein for the purposes of any
actions or proceedings instituted by the Company to obtain such injunctive relief. Participant further acknowledges and agrees that the obligations contained in SECTION 5 of this Agreement are fair,
do not unreasonably restrict Participant's further employment and business opportunities, and are commensurate with the compensation arrangements set out in this Agreement. The covenants contained in
SECTION 5 will each be construed as an Agreement independent of any other provision of this Agreement. Both parties intend to make the covenants of SECTION 5 binding only to the extent that it may be
lawfully done under existing applicable laws.

If
any court of competent jurisdiction finds any provision of this SECTION 5 to be unreasonable as to substantive scope, duration or geographic scope, then the Participant expressly
agrees that, at Anchor's sole discretion, and in addition to any other remedies at law or equity that may be available to Anchor Gaming: (i) such provision will be considered to be amended to
provide the broadest scope of protection to the Company that such court would find reasonable and enforceable or (ii) Anchor Gaming may require that this Agreement be rescinded.

This
SECTION 5 of this Agreement will survive either termination of the employment relationship or termination of this Agreement for the full period set forth in this SECTION 5.

6.  COMPLIANCE
WITH SECURITIES LAWS. Participant agrees that neither Participant nor any successor in interest of Participant will sell or otherwise transfer the Option
or any shares of Purchased Stock in any way that might result in a violation of any federal or state securities laws or regulations. Participant acknowledges and agrees that Anchor Gaming may require
Participant or any subsequent holder of the Option or of any shares of Purchased Stock to provide Anchor Gaming, prior to any sale or other transfer, with such other representations, commitments, and
opinions regarding compliance with applicable securities laws and regulations as Anchor Gaming may deem necessary or advisable. Anchor Gaming agrees to use its best efforts to cause a registration
statement covering resales of the
Purchased Shares to be filed with the Securities and Exchange Commission and to be effective, and to list the Purchased Shares on Nasdaq and any other securities exchange on which the common stock of
Anchor Gaming is listed for trading.

7.  STOCK
CERTIFICATES; RIGHTS AS SHAREHOLDER. All certificates representing shares of Purchased Stock will bear such legends as the Board determines are necessary or
appropriate. Whether or not certificates representing shares of Purchased Stock have been issued or delivered, Participant will have all the rights of a shareholder of Purchased Stock, including
voting, dividend and distribution rights, with respect to shares of Purchased Stock owned by Participant. Participant will not have any rights as a shareholder with respect to any shares of Common
Stock subject to the Option before the date of issuance to Participant of shares upon exercise of the Option.

8.  INCOME
TAX WITHHOLDING. Participant will, upon request by the Company, reimburse the Company for, or the Company may withhold from sums or property otherwise due or
payable to Participant, any amounts the Company is required to remit to applicable taxing authorities as income tax withholding with respect to the Option or any Purchased Stock. If shares of
Purchased Stock are withheld for such purpose, they will be withheld at Market Value. If Participant fails to reimburse the Company for any such amount when requested, the Company has the right to
recover that amount by selling or canceling sufficient shares of any Purchased Stock held by Participant.

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9.  COMPLIANCE WITH PLANS. Participant acknowledges receipt of a copy of the 2000 Plan and the 1995 Plan and further acknowledges that this Agreement is entered into,
and the Option is granted, pursuant to the applicable Plan. If the provisions of such Plans are inconsistent with the provisions of this Agreement, the provisions of such Plans supersede the
provisions of this Agreement.

10. NOTICES.
Any notice to Anchor Gaming or the Company that is required or permitted by this Agreement will be addressed to the attention of the Secretary of Anchor
Gaming at its principal office. Any notice to Participant that is required or permitted by this Agreement will be addressed to Participant at the most recent address for Participant reflected in the
appropriate records of the Company. Either party may at any time change its address for notification purposes by giving the other written notice of the new address and the date upon which it will
become effective. Whenever this Agreement requires or permits any notice from one party to another, the notice must be in writing to be effective and, if mailed, will be deemed to have been given on
the third business day after the same is enclosed in an envelope, addressed to the party to be notified at the appropriate address, properly stamped, sealed, and deposited in the United States mail,
and, if mailed to the Company, by certified mail, return receipt requested.

11. REMEDIES.
Anchor Gaming is entitled, in addition to any other remedies it may have at law or in equity, to temporary and permanent injunctive and other equitable
relief to enforce the provisions of
this Agreement. Any action to enforce the provisions of, or relating to, this Agreement may be brought in the state or federal courts having jurisdiction in the State of Nevada. By signing this
Agreement, Participant consents to the personal jurisdiction of such courts in any such action.

12. ASSIGNMENT.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and
assigns. However, Participant does not have the power or right to assign this Agreement without the prior written consent of Anchor Gaming.

13. ATTORNEYS'
FEES. If any legal proceeding is brought to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled.

14. SEVERABILITY.
If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and enforceability of all other provisions of this
Agreement will not be affected.

15. HEADINGS.
The section headings used herein are for reference and convenience only and do not affect the interpretation of this Agreement.

16. GOVERNING
LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CHOICE OF LAW RULES IN SUCH
LAW OR ANY OTHER PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

17. ENTIRE
AGREEMENT. This Agreement, together with the 1995 Plan and the 2000 Plan, as applicable, and any procedure adopted by the Board or the Committee under the
Plan, constitutes the entire agreement between the parties with respect to its subject matter and may be waived or modified only in writing.

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IN WITNESS WHEREOF, and intending to be legally bound hereby, Participant and a duly-authorized representative of Anchor Gaming have executed this Agreement as of the date
first above written.

| | PARTICIPANT                |  | ANCHOR GAMING
| | -------------------------- |  | -------------
| |                            |  |              
| | /s/ T. J. Matthews         |  | By:          
| | Signature                  |  |              
| |                            |  | Title:       
| | T. J. MatthewsPrinted Name |  |              

CONSENT OF SPOUSE

As
the spouse of Participant, I consent to be bound by this Stock Option Agreement and agree that this consent will be binding on my interest under this Agreement and on my heirs,
legatees, and assigns.

| |  | /s/ Carolyn Sue MatthewsSignature
| |  | ---------------------------------
| |  |                                  
| |  | Carolyn Sue MatthewsPrinted Name 

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ATTACHMENT A

EXECUTIVE STOCK OPTION AGREEMENT

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|1. | Exercise Price:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | $71.875 per Share.                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|2. | Number of Options granted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 120,000                                      
|3. | Expiration Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | As defined in SECTION 1(d) of this Agreement.
|4. | Vesting Schedule:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                              
|   | Twenty percent (20%) of the Number of Options granted specified in Item 2 above will Vest upon closing of the transactions contemplated by the Stock Purchase Agreement dated as of September 24, 2000 between Anchor Gaming and the Fulton
Parties named therein. Thereafter, beginning on March 31, 2001, 5% of the Number of Options granted specified in Item 2 above will vest, and 5% will vest on each subsequent June 30, September 30, December 31 and March 31,
 until all Options have vested.

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