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                           JOINT VENTURE AGREEMENT

     THIS JOINT VENTURE AGREEMENT (this "Agreement"), effective as of 12-3, 
1996 (the "Effective Date"), is entered into by and between IGT, a Nevada 
corporation ("IGT"), and Anchor Games, a d.b.a. of Anchor Coin, a Nevada 
corporation ("Anchor").

     WHEREAS, each of IGT and Anchor possesses unique expertise and products 
relating to wagering systems and gaming technology; and
     
     WHEREAS, IGT and Anchor desire to establish their strategic alliance in 
order to benefit both parties in the marketplace of wagering systems and 
gaming technology, in accordance with the terms and conditions of this 
Agreement;
     
     NOW, THEREFORE, in consideration of the foregoing and the mutual 
covenants and conditions contained in this Agreement, IGT and Anchor agree as 
follows:
                                       
                            ARTICLE I - DEFINITIONS
     
     As used in this Agreement, the following terms shall have the indicated 
meanings:
     
1.1  "Intellectual Properties" shall mean patents, copyrights, trademarks, trade
     names, service marks, ideas, designs, concepts, techniques, discoveries or
     improvements including any and all devices and computer software, whether
     or not patentable and pending applications relating thereto.

1.2  "Venturers" shall mean IGT and Anchor and their permitted successors and
     assigns, and "Venturer" shall mean IGT and Anchor individually.

1.3  "Participating Interest" shall mean the undivided interest of each of the
     Venturers in the assets, rights and benefits of the Joint Venture as set
     forth in Section 6.2 hereof.

1.4  "Property" shall mean all of the interest in property or property rights
     that are owned by the Joint Venture from time to time whether personal,
     real or otherwise, including the rights and benefits attached thereto or
     associated therewith.

1.5  "Spin for Cash" means a gaming device that incorporates the concept of 
     [Confidential information set forth here has been filed separately with 
     the Securities and Exchange Commission under Rule 24b-2 under the 
     Securities Exchange Act of 1934.]

1.6  "Spin for Cash Wide Area Progressive System" means a linked wide-area
     progressive gaming device system employing (i) Anchor's Spin for Cash
     commonly referred to as "Wheel of Gold" or IGT's Spin for Cash commonly
     referred to as "Wheel of Fortune" and (ii) the linked progressive gaming
     device technology of IGT and its affiliates.

1.7  "linked wide-area progressive gaming device system" means a system
     comprised of gaming devices which devices are (i) located in more than one
     gaming property; (ii) all inter-connected; 

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     and (iii) which all contribute a portion of "coin-in" to a common, 
     shared progressive jackpot.  This definition is specifically intended to 
     exclude video lottery devices and systems.
                                       
                     ARTICLE II - INTERPRETATION OF AGREEMENT

2.1  ASSIGNMENT - Neither this Agreement nor any rights or obligations of any
     Venturer hereunder shall be assigned or otherwise transferred nor the
     duties hereunder delegated, by operation of law or otherwise by one
     Venturer without the prior written consent of the other Venturer, except
     that either Venturer may assign it rights under this Agreement to a direct
     or indirect wholly owned subsidiary that agrees in writing to be bound by
     the terms of this Agreement.

2.2  DESIGNATED SUCCESSORS - The terms and conditions contained in this
     Agreement shall be binding upon and shall inure to the benefit of the
     Venturers hereto and their respective permitted heirs, executors, personal
     administrators, lawful legal representatives, successors and assigns.

2.3  ENFORCEABILITY OF PROVISIONS - If any covenant, obligation or provision
     contained in this Agreement or the application thereof to any person or
     circumstance shall to any extent be found to be invalid or unenforceable(as
     to time, scope or otherwise), such invalid or unenforceable covenant,
     obligation or provision will be curtailed to the minimum extent necessary
     so as to be valid and enforceable to the fullest extent permitted by law.

2.4  ENTIRE AGREEMENT - This Agreement and the Schedules and Exhibits hereto
     constitute the entire agreement between the Venturers and supersedes all
     other prior written and prior or contemporaneous oral contracts,
     agreements, negotiations and undertakings relating to the subject matter of
     this Agreement between the Venturers.  There are no representations,
     warranties, collateral agreements or conditions affecting this transaction
     other than as expressed or referred to herein.

2.5  HEADINGS - The headings herein contained are intended for convenience of
     reference only and shall not form a part hereof nor affect the
     interpretation of this Agreement.

2.6  JURISDICTION - This Agreement shall be governed by and interpreted in
     accordance with the laws in force in the State of Nevada.   The Venturers,
     for themselves and on behalf of their respective agents, employees and
     subsidiaries, irrevocably agree to the exclusive jurisdiction of the Courts
     of the State of Nevada (or such judicial district of a court of the United
     States as shall include the same) for the determination of all matters
     arising hereunder.

2.7  MODIFICATION - None of the terms of this Agreement may be waived or
     modified except by an express agreement in writing signed by authorized
     signatories of each Venturer.  The failure or delay of either Venturer in
     enforcing any of its rights under this Agreement shall not be deemed a
     continuing waiver or a modification by such Venturer of such right.


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                     ARTICLE III - FORMATION OF JOINT VENTURE

3.1  FORMATION - IGT and Anchor hereby agree to form a joint venture which shall
     be known as the "SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE," for
     the limited purposes set forth and described in Section 3.3 hereof; subject
     to the terms and conditions of this Agreement.

3.2  COMMENCEMENT - The business of the Joint Venture shall be conducted in
     accordance with the provisions of this Agreement and shall commence on the
     Effective Date and continue until terminated as provided in this Agreement.

3.3  JOINT VENTURE PURPOSE - The sole purpose of the Joint Venture shall be to
     develop and market the Spin for Cash Wide Area Progressive System.

3.4  OWNERSHIP OF ASSETS - All Property owned by the Joint Venture shall be
     owned by the Joint Venture as an entity in the name of " Spin for Cash Wide
     Area Progressive Joint Venture."  It is understood by the parties that
     various governmental or regulatory agencies may not permit the ownership
     structure of assets as set forth in this section.  In such event, the
     parties agree to negotiate in good faith and to make such commercially
     reasonable accommodations to comply with permitted ownership structures or
     to take such actions as are necessary to change such rules or regulations
     so as to carry out the purposes of this Joint Venture.  Insofar as
     permitted by applicable law, no Venturer shall have any ownership interest
     in such Property in its individual name or right; and each Venturer's
     interest in the Joint Venture shall be personal property for all purposes. 
     The Venturers shall use the Joint Venture's credit and assets solely for
     the benefit of the Joint Venture.  No asset of the Joint Venture shall be
     transferred or encumbered for or in payment of any individual obligation of
     any Venturer.

3.5  PARTNERSHIP - The Joint Venture will be constituted as a partnership under
     the laws of the State of Nevada.  The Joint Venture shall have all powers
     conferred upon partnerships under the laws of the State of Nevada in
     furtherance of its purposes as set forth in Section 3.3.  The Joint Venture
     and the Venturers shall promptly make any and all required governmental
     filings required to constitute the Joint Venture under applicable law. 
     Notwithstanding the foregoing, the Venturers will negotiate in good faith
     and mutually agree upon such restructuring and reorganization of the Joint
     Venture into a corporate entity (including, without limitation, in the form
     of a limited liability company) as may be reasonably necessary and
     appropriate for purposes of minimization of each Venturer's tax burden and
     liability exposure.

3.6  PARTICIPATING INTERESTS - The Participating Interests of the Venturers will
     be as follows:

                    ANCHOR               IGT
                     50%                 50%

3.7  EFFORTS - IGT and Anchor agree that during the term of the Joint Venture
     they both shall devote such time, attention and resources as necessary to
     adequately promote the interests of the Joint Venture and the mutual
     interests of the Venturers in the success of the Joint Venture and the Spin
     for Cash Wide Area Progressive System.  It is specifically understood,
     however, that no


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     Venturer will be required to devote full time to the Joint Venture and 
     that each Venturer will be entitled, subject to the terms of this 
     Agreement, to engage in and possess interests in other business 
     ventures of any and every type and description, independently or with 
     others, and that neither the Joint Venture nor the other Venturers 
     shall, by virtue of this Agreement, have any right, title or interest 
     in or to such other business ventures or the earnings or profits 
     therefrom.

3.8  EXCLUSIVITY -  In consideration of mutual covenants in this Agreement, and
     as a material inducement to the other Venturer to enter into this
     Agreement, the Venturers hereby agree as follows:

     (a)  During the term of this Agreement, without IGT's prior written 
          consent, Anchor will not, directly or indirectly, by contract, 
          through affiliates or otherwise, within [Confidential information 
          set forth here has been filed separately with the Securities and 
          Exchange Commission under Rule 24b-2 under the Securities Exchange 
          Act of 1934], provide or sell under any terms to any third party 
          [Confidential information set forth here has been filed separately 
          with the Securities and Exchange Commission under Rule 24b-2 under 
          the Securities Exchange Act of 1934.]
     
      (b) During the term of this Agreement, without Anchor's prior written 
          consent, IGT will not, directly or indirectly, by contract, through 
          affiliates or otherwise, within [Confidential information set forth 
          here has been filed separately with the Securities and Exchange 
          Commission under Rule 24b-2 under the Securities Exchange Act of 
          1934], provide or sell under any terms to any third party 
          [Confidential information set forth here has been filed separately 
          with the Securities and Exchange Commission under Rule 24b-2 under 
          the Securities Exchange Act of 1934.]
     
     (c)  Each Venturer hereby acknowledges and agrees that the limitations as
          to time, geographical area and scope of activity contained in this
          Section 3.8 are fair and reasonable and do not impose a greater
          restraint than is reasonably necessary to protect the goodwill and
          other business interests of the other Venturer.

3.9  MUTUAL RELEASE -  Anchor hereby releases and forever discharges IGT of and
     from any and all claims, debts, demands, actions, cross-claims, causes of
     action, suits and liabilities whatsoever, both at law, statutory, in equity
     or otherwise, which Anchor may now have or may hereafter claim to have
     against IGT arising out of any infringement, violation or misappropriation
     by IGT of Anchor's Intellectual Properties prior to the Effective Date. 
     IGT hereby releases and forever discharges Anchor of and from any and all
     claims, debts, demands, actions, cross-claims, causes of action, suits and
     liabilities whatsoever, both at law, statutory, in equity or otherwise,
     which IGT may now have or may hereafter claim to have against Anchor
     arising out of any infringement, violation or misappropriation by Anchor of
     IGT's Intellectual Properties prior to the Effective Date.

                       ARTICLE IV - MANAGEMENT OF JOINT VENTURE

4.1  ADMINISTRATION AND MANAGEMENT - All decisions respecting any matter set
     forth in this Agreement or otherwise affecting or arising out of the
     conduct of the business of the Joint Venture shall be made by a management
     committee (the "Management Committee") consisting of two individuals
     appointed by each Venturer.  Without limiting the generality of the
     foregoing, the Management Committee shall be responsible for the following
     tasks:

     (a)  establishing pricing for the Spin for Cash Wide Area Progressive
          System;


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     (b)  establishing a detailed budget for each fiscal year of the Joint
          Venture;
     (c)  establishing billing procedures; 
     (d)  developing a schedules, goals and plans for implementation for the
          development of the Spin for Cash Wide Area Progressive System in
          cooperation with each of the Venturers;
     (e)  contract with such parties, whether third parties or a party to
          this Agreement, to perform such services or activities as are
          necessary to accomplish the objectives of this Agreement, and to
          comply with applicable gaming rules and regulations; and
     (f)  determine a model for such direct costs as may be allocated by
          each Venturer to the Joint Venture.
          
     The Management Committee shall make such decisions and take such actions as
     may be necessary or desirable to carry out the purpose of the Joint Venture
     and shall have all the powers that are necessary for such purpose.  No
     person or entity other than the Management Committee and those it expressly
     authorizes in writing shall have the authority to bind the Joint Venture.

4.2  QUORUM - All four (4) members of the Management Committee are required to
     constitute a quorum for any action to be taken by the Management Committee.

4.3  MEETINGS - Unless otherwise agreed, regular meetings of the Management
     Committee shall be held at least every other month alternating between the
     offices of  Anchor in Las Vegas and IGT in Reno beginning on December 1st,
     1996 on the first Thursday of the month or at such other time as all
     members of the Management Committee may agree, and special meetings of the
     Management Committee may be called by any member of the Management
     Committee.

4.4  NOTICE - Notice of the time and place of any special meeting of the
     Management Committee shall be given to each member of the Management
     Committee not less than seven (7) days before the time when the meeting is
     to be held by personal delivery, facsimile transmission, telegram, cable or
     telex to a member's business address, from time to time.  A member of the
     Management Committee may, in any manner, waive notice of a meeting.  The
     attendance of a member of the Management Committee at a meeting of the
     Management Committee shall constitute a waiver of notice of the meeting,
     unless such member is attending for the sole purpose of disputing notice.

4.5  REQUISITE VOTE - Unless specifically indicated in this Agreement, at all
     meetings of the Management Committee, every issue arising at such meeting
     shall be decided by no less than three (3) of the four (4) members of the
     Management Committee.

4.6  PARTICIPATION - A member of the Management Committee may participate in a
     meeting by means of telephone or such other communication facility as may
     permit all persons participating in the meeting to hear each other. 
     Notwithstanding any other provision of this Agreement, any action that the
     Management Committee may take at a meeting duly called and held must be
     taken by written consent and signed by all the members of the Management
     Committee.


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4.7  RESOLUTION RECORDING - The Management Committee shall cause to be prepared
     and entered into books provided for the purpose all resolutions of the
     Management Committee.

4.8  TRAVEL COSTS - The costs for travel and other expenses properly incurred by
     each member of the Management Committee in attending meetings thereof shall
     be reimbursed to them by the Venturer who appointed the member to the
     Management Committee.
4.9  APPOINTMENT OF MANAGERS - The Management Committee may, from time to time,
     appoint one or more managers to manage the day to day business and affairs
     of the Joint Venture.  Such managers shall exercise such powers and have
     such authority as may be delegated to them by the Management Committee.

4.10 MANAGER ACCOUNTABILITY - The Management Committee and any employee, agent
     or other representative appointed by the Management Committee shall not be
     liable in any way to the Joint Venture or to any Venturer for action or
     omission taken in good faith without gross negligence or a willful
     disregard of such person's duties.  Without limiting the generality of the
     foregoing, except where grossly negligent or in willful disregard of their
     duties, neither the Management Committee nor any employee, agent or other
     representative appointed by the Management Committee shall be answerable or
     accountable for any loss or liability arising out of or resulting from:

     (a)  acts or omissions or defaults of contractors or agents, engaged by the
          Management Committee or any managers appointed by the Management
          Committee or any managers appointed by the Management Committee in any
          operation or work conducted for the account of or engaged for any
          purpose of the Joint Venture or incidental to the business of the
          Joint Venture;
     
     (b)  omission to pay rental or fees or to perform obligations imposed by
          governmental authority;
     
     (c)  loss or destruction of the Joint Venture's assets from fire, explosion
          or any hazard, in excess of proceeds of insurance in force and effect
          at the time of loss;
     
     (d)  loss or destruction of the Joint Venture's assets from uninsurable
          hazards;
     
     (e)  accounting or secretarial errors of any type.
          
4.11 MANAGEMENT  INDEMNIFICATION - The Venturers jointly and severally shall 
     indemnify each present and former member of the Management Committee, 
     and each present and former employee, agent or other representative of 
     the Joint Venture, and the heirs, executors, administrators, successors 
     and assigns of the foregoing, from and against any and all liabilities, 
     costs, charges and expenses sustained or incurred in respect of any 
     action, suit or proceeding that is proposed or commenced against them 
     for or in respect of anything done or permitted by them to be done in 
     respect of the execution of the duties of their office.  Such 
     indemnification shall include, without limitation, all costs, charges 
     and expenses that they sustain or incur in respect of the affairs of the 
     Joint Venture, except where such liability or costs are finally 
     determined to relate to their willful disregard for their duties or 
     gross negligence .


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                         ARTICLE V - SALES OR LEASES

5.1 SALES OR LEASES.  From time to time, a Venturer will sell or lease such
    items as may be reasonably requested by the Joint Venture and agreed by such
    Venturer, in which event such Venturer will sell or lease such items to the
    Joint Venture at cost.  With respect to any such lease, (i) the term will be
    coterminous with the Joint Venture, (ii) the monthly lease payments to such
    Venturer will be equal to 1/36th of the total cost of such items for the
    first 36 months of each lease, and (iii) the lease payments to such Venturer
    will be reduced to one dollar ($1) per month at such time as the Joint
    Venture has repaid the total cost of the leased items.  If there is not
    sufficient available cash for the Joint Venture to meet its obligation under
    each Lease, then lease payments will be apportioned between Venturers
    ratably in accordance with the cost of the goods leased to the Joint Venture
    by the respective Venturers. 
    
                 ARTICLE VI - FINANCIAL CONTRIBUTIONS AND INTERESTS

6.1 LICENSES. 

     (a)  Upon execution of this Agreement, Anchor and the Joint Venture will
          enter into a license agreement pursuant to which Anchor will grant to
          the Joint Venture a non-exclusive, royalty-free and paid-up license
          under any of Anchor's patent rights whether owned or acquired, in its
          Wheel of Gold gaming device to make, sell and use the Spin For Cash
          Wide Area Progressive System.  A form of such license agreement shall
          be attached hereto as Exhibit A.
     
     (b)  Upon execution of this Agreement, IGT and the Joint Venture will enter
          into a license agreement pursuant to which IGT will grant to the Joint
          Venture a non-exclusive, royalty-free and paid-up license under any of
          IGT's patent rights in its Wheel of Fortune gaming device, whether
          owned or acquired, and in its wide area inter-linked progressive
          wagering system, whether owned or acquired, to make, sell and use the
          Spin For Cash Wide Area Progressive System.  A form of such license
          agreement shall be attached hereto as Exhibit B.

6.2 NO EXPENSES - Except for payments under the Anchor Lease and the IGT Lease
    or as approved by the Management Committee , neither Venturer nor any of
    their affiliates will be entitled to any compensation for their services or
    to be reimbursed for out-of-pocket, overhead or general administrative
    expenses.

6.3 ALLOCATIONS - The Venturers shall share profits and losses in proportion to
    their respective Participating Interests.  For Federal income tax purposes,
    each item of income, gain, loss, deduction or credit entering into the
    computation of the Joint Venture's taxable income shall be allocated in
    proportion to their respective participating interests.  A Venturer's
    capital account shall be credited with (i) its contributions to the capital
    of the Joint Venture; and (ii) its allocable share of Joint Venture income
    and gains, and shall be debited with (i) its allocable share of Joint
    venture deductions and losses; and (ii) the amount of any distributions of
    the Joint Venture.  The Venturers may be requested to make additional
    contributions to the Joint 


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     Venture based upon the unanimous recommendations of the Management 
     Committee.  The Participating Interests of the Venturers shall remain 
     the same unless the other Venturer agrees otherwise and shall not be 
     increased by virtue of any loan, gift or other contribution made by a 
     Venturer unless the other Venturer agrees otherwise.

6.4  DISTRIBUTIONS - The Venturers agree that the calculation of revenues and
     expenses pursuant to this Agreement shall be in accordance with generally
     accepted accounting principles.  The Joint Venture will distribute to the
     Venturers all cash of the Joint Venture (less the amount that the
     Management Committee agrees shall constitute a reasonable reserve for
     working capital and anticipated expenses) to the Venturers in proportion to
     their Participating Interest within 30 days after the end of each fiscal
     quarter of IGT.  Cash distributions shall be in accordance with the
     following priority schedule (i) payments to vendors, including trade
     payables to either of the Joint Venturers (ii) payments for any licensing
     or regulatory fees applicable to the Joint Venture (iii) payments of any
     taxes applicable to the Joint Venture and (iv) payments of any royalties of
     lease fees as agreed upon by the Management Committee.

6.5  JOINT VENTURE ACCOUNTING   IGT shall provide all accounting services to the
     Joint Venture which shall include, but are not limited to, collection of
     all accounts of the Joint Venture, payment of all debts of the Joint
     Venture, maintaining complete accounting records of the Joint Venture in
     accordance with the generally accepted accounting principles.

6.4  AUDITING RIGHTS - Both Venturers shall have the absolute right to review
     and make copies of all books, records, and papers of the Joint Venture and
     to have audits of the Joint Venture performed any time and from time to
     time.  The cost of one annual audit shall be borne by the Joint Venture
     each year and any additional audits will be paid for by the Venturer
     requesting the audit.

                   ARTICLE VII - PROPRIETARY TECHNOLOGY RIGHTS
      
7.1  OWNERSHIP - Except as otherwise provided in this Agreement, each Venturer
     shall retain all rights to ownership, title or interests to any proprietary
     information, any inventions and any Intellectual Properties independently
     developed (without any design or technological input from the other
     Venturer) by them prior to the Commencement Date of this Agreement and
     during the term of the Joint Venture.  All independently developed
     Intellectual Properties shall remain the property of the Venturer that
     developed it.  It is expressly agreed that all new jointly developed (with
     input from the other Venturer) Intellectual Properties that are developed
     as a direct result of the Joint Venture, including tradenames and
     trademarks, shall be the Property of the Joint Venture until the expiration
     or termination of this Agreement for any reason, at which time all new
     jointly developed intellectual property shall be jointly owned by IGT and
     Anchor.  No rights to the Intellectual Properties or technology of any
     party is granted to the other party except as expressly set forth in this
     Agreement.  If the ownership of any Intellectual Property is not permitted
     in a gaming jurisdiction in which the Joint Venture chooses to pursue
     business, the parties agree to negotiate in good faith and make such
     commercially reasonable accommodations to comply with permitted ownership
     structures or to take such actions as are necessary to change such rules or
     regulations so as to carry out the purposes of this Joint Venture.


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7.2  NO INFRINGEMENT - Each Venturer hereby acknowledges the other Venturer's 
     Intellectual Properties with respect to the other Venturer's proprietary 
     gaming devices, including without limitation such [Confidential 
     information set forth here has been filed separately with the Securities 
     and Exchange Commission under Rule 24b-2 under the Securities Exchange 
     Act of 1934] gaming devices first originated by the other Venturer as 
     listed on Exhibit C attached hereto.  Each Venturer hereby agrees that 
     it will fully respect and will not infringe or misappropriate any and 
     all such Intellectual Properties of the other Venturer.  Each Venturer 
     hereby stipulates that the gaming devices as listed on Exhibit C are, 
     for the purposes of this Section 7.2 and without limitation, first 
     originated by each respective Venturer as listed.  As such, it is the 
     intention of the parties and each Venturer agrees to not replicate, 
     produce, sell or distribute such or substantially similar games of the 
     other Venturer as are listed in Exhibit C, either individually, or 
     through affiliates, distributors, subsidiaries, partners or otherwise, 
     except as specifically set forth in this Agreement.  Exhibit C shall be 
     appended from time to time to include such [Confidential information set 
     forth here has been filed separately with the Securities and Exchange 
     Commission under Rule 24b-2 under the Securities Exchange Act of 1934]
     games as defined above or by mutual consent, or both.

                          ARTICLE VIII -CONFIDENTIALITY

8.1  INFORMATION DEVELOPED PRIOR TO COMMENCEMENT DATE - The Venturers agree that
     during the term (and any extension) of this Agreement and continuing
     perpetually thereafter, neither Anchor nor IGT shall disclose to any third
     party or use for any purpose other than those specific purposes set forth
     in this Agreement, without the prior written consent of the other party,
     which consent shall be in the sole discretion of the party from whom such
     consent is requested, any Confidential Information (as defined below)
     except as provided for below. For the purposes of this Agreement
     "Confidential Information" means all proprietary concepts, designs,
     customer data bases, documents, information, processes, procedures, data,
     results, conclusions, know-how and similar information (including knowledge
     of the terms of and actions taken pursuant to this Agreement) that was or
     is developed prior to the Commencement Date of this Agreement and that is
     disclosed or submitted to one party by the other in connection with this
     Agreement.

8.2  INFORMATION DEVELOPED DURING THE JOINT VENTURE - Notwithstanding Section
     8.1, the Venturers agree that during the term of and any subsequent
     extension of this Agreement and for a period of ten (10) years thereafter,
     all Confidential Information, as defined in Section 8.1, that is developed
     during this Agreement in connection with the Joint Venture which is
     disclosed to one party by the other shall not be disclosed to any third
     party or used for any purpose other than those purposes specifically set
     forth in this Agreement, without the prior written consent of the other
     party.

8.3  EXCLUSIONS - Anchor and IGT shall have no obligation with respect to any
     portion of such Confidential Information under Section 8.1 or 8.2 that:

     (a)  is or later becomes generally available to the public through no fault
          of the party receiving the Confidential Information; or
     
     (b)  is obtained from a third party who had the legal right to disclose the
          same to the party; or


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     (c)  is already rightfully possessed by the party receiving such
          information as evidenced by that party's written records, predating
          receipt thereof from the other party at any time; or
     
     (d)  such party can prove by clear and convincing evidence that such
          information was independently developed by the receiving party without
          reference to or knowledge of the disclosed information.

8.4  MAINTAINING CONFIDENTIALITY - Each Venturer agrees to use reasonable
     efforts to ensure that information described in Section 8.1 and 8.2 is held
     in strict confidence.  Such steps shall include, but are not limited to,
     explicitly labeling as "CONFIDENTIAL" all written information relating to
     technology which is considered proprietary and confidential, and requiring
     all employees and subcontractors who are exposed to such information in
     connection with this Agreement, to execute a non-disclosure agreement
     containing terms and conditions consistent with those set forth in this
     Article VIII, obligating each employee and subcontractor to maintain such
     information as confidential.  Each Venturer will be liable for any non-
     compliance with the terms and conditions of such non-disclosure agreement
     by each of its employees and subcontractors.  The parties agree that, in
     addition to the foregoing provisions, the confidentiality letter attached
     to this Agreement as Exhibit D will remain in full force and effect.

                    ARTICLE IX - WARRANTIES AND REPRESENTATION

9.1  WARRANTIES AND REPRESENTATIONS OF ANCHOR - Anchor warrants, as of the date
     of this Agreement, that the terms of this Agreement are not inconsistent
     with Anchor's other contractual arrangements relating to any and all Anchor
     business activities.  The Board of Directors of Anchor has taken all
     actions required to be taken by law, its Articles of Incorporation, its By-
     Laws or other organizational documents to authorize the execution and
     delivery of this Agreement.

9.2  WARRANTIES AND REPRESENTATIONS OF IGT- IGT warrants, as of the date of this
     Agreement, that the terms of this Agreement are not inconsistent with IGT's
     other contractual arrangements relating to any and all IGT business
     activities, and that the Board of Directors of IGT have taken all actions
     required to be taken by law, its Articles of Incorporation, its By-Laws, or
     other organizational documents to authorize the execution and delivery of
     this Agreement.

                      ARTICLE X - LIABILITY

10.1 NO WARRANTY - EXCEPT AS SPECIFICALLY STATED IN ARTICLE IX, THE VENTURERS
     MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO ANY MATTER WHATSOEVER, WHETHER
     TANGIBLE OR INTANGIBLE, DEVELOPED UNDER THIS AGREEMENT, OR THE OWNERSHIP,
     MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY INVENTION,
     TEST, OR PRODUCT.  IN NO EVENT WILL ANY VENTURER BE LIABLE TO THE JOINT
     VENTURE OR ANY OTHER VENTURER FOR ANY PUNITIVE, SPECIAL, INCIDENTAL,
     INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF INCOME, PROFITS,
     COST-SAVINGS, GOODWILL OR BUSINESS.


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10.2 LIABILITY SEVERAL - The obligation of the Venturers under this Agreement to
     one another shall be in every case several and shall not be, or construed
     to be, either joint or joint and several .

10.3 FORCE MAJEURE - Neither Venturer shall be liable for any unforeseeable
     event beyond its reasonable control not caused by the fault or negligence
     of such Venturer, that causes such Venturer to be unable to perform its
     obligations under this Agreement, and that it has been unable to overcome
     by the exercise of commercially reasonable steps.  In the event of the
     occurrence of such a force majeure event, the Venturer unable to perform
     shall promptly notify the other Venturer.  The disabled Venturer shall
     further use reasonable efforts to resume performance as quickly as possible
     and shall suspend performance only for such period of time as is necessary
     as a result of the force majeure event.

10.4 LIABILITY FOR ACTIONS BROUGHT OUTSIDE OF NEVADA - In the event that a
     dispute, claim or suit is brought in a jurisdiction other than the State of
     Nevada, against the Joint Venture or either Venturer for activities of the
     Joint Venture, the Joint Venture or Venturer shall use its commercially
     reasonable efforts to have the action removed to Courts of the State of
     Nevada or the federal courts having jurisdiction over the state of Nevada. 
     If removal cannot be accomplished, it is understood that each Venturer
     shall be liable for all expenses, costs, damages, losses, obligations and
     liabilities, including reasonable attorney's fees, that are required to be
     paid by the Joint Venture or either Venturer as a result of such action in
     proportion to their Participating Interests unless said loss is due to the
     gross negligence or willful misconduct of a Joint Venturer in which event
     that Venturer shall bear such liabilities to the extent caused by such
     gross negligence or willful misconduct.

10.5 INTELLECTUAL PROPERTY INDEMNITY.  Each party agrees to defend, indemnify,
     pay reasonable attorneys' fees, and hold harmless the other party against
     all claims, demands, suits, losses, damages, costs, and expenses that the
     other party may sustain or incur by reason of any infringement or violation
     of any patent, trademark, copyright or other proprietary right of a third
     party for any intellectual property provided solely by the indemnifying
     party pursuant to this Agreement.

                ARTICLE XI - TERM, TERMINATION AND SURVIVING RIGHTS

11.1 TERM. The initial term of this agreement shall be for a period of ten (10)
     years following the Commencement Date (the "Initial Term")

11.2 TERMINATION BY MUTUAL CONSENT - Unless otherwise agreed, this Agreement
     shall end on the last day of the end of the Initial Term.  IGT and Anchor
     may elect to terminate this Agreement, or portions thereof, by mutual
     written consent at any earlier date, such consent shall be effective when
     signed by authorized signatories of both Venturers.

11.3 TERMINATION FOR CAUSE - If either Venturer at any time commits a material
     breach of any covenant or agreement contained herein, and fails to remedy
     any such breach within thirty (30) days after receiving written notice
     thereof, which notice shall specify the manner in which the Agreement has
     been breached by the other Venturer, such Venturer may, at its option and
     in 


                                       11

<PAGE>

     addition to any other remedy that it might be entitled to, terminate
     this Agreement by notice in writing, which will be effective upon receipt.

11.4 TERMINATION WITHOUT CAUSE -.  Subsequent to the Initial Term either
     Venturer may terminate this Agreement without cause upon one (1) year's
     prior written notice to the other Venturer.

11.5 TERMINATION AND RIGHTS IN THE EVENT OF BANKRUPTCY, INSOLVENCY - In the
     event (a) either Venturer shall become insolvent or shall suspend business
     or shall file a voluntary petition or answer admitting the jurisdiction of
     the Court and the material allegations charged therein or shall consent to
     an involuntary petition pursuant to or purporting to be pursuant to any
     reorganization or insolvency law in any jurisdiction or shall make an
     assignment for the benefit of creditors, or shall apply for or consent to
     the appointment of a receiver or trustees of a substantial part of its
     property, and (b) no credit-worthy affiliate of such Venturer that is not
     affected by such proceeding or event undertakes to assume its obligations
     under the provisions of this Agreement within ninety (90) days from the
     date on which the Venturer becomes so disabled, then to the extent
     permitted by law, the other Venturer may thereafter immediately terminate
     this Agreement by giving written notice of termination to the disabled
     Venturer.

11.6 ASSIGNMENT OF RIGHTS AFTER TERMINATION. - Upon termination or dissolution
     of the Joint Venture, both Venturers shall be prohibited from assigning
     their individual rights and interests in the Joint Venture without the
     prior written approval of the other Venturer, which approval shall not be
     unreasonably withheld.

11.7 SURVIVAL - Expiration or termination of this Agreement or the Joint Venture
     for any reason will not release either party from any liabilities or
     obligations set forth in this Agreement that (a) the parties have expressly
     agreed will survive any such expiration or termination, or (b) remain to be
     performed or by their nature would be intended to be applicable following
     any such expiration or termination.

11.8 COMPLIANCE WITH LAW. -  This Agreement and the obligations of each party
     and the Spin for Cash Wide Area Progressive Joint Venture are subject to
     any and all applicable laws, rules and regulations.

11.9 RIGHTS TO FULFILL & GRANT.  Each party hereto hereby represents and 
     warrants to the other that it has all of the rights, licenses and 
     authority to fulfill all of its obligations under this Agreement and to 
     grant those rights and licenses granted by this Agreement.

                             ARTICLE XII -DISPUTES

12.1 SETTLEMENT AND CONTINUATION OF WORK - The Joint Venturers agree to use all
     reasonable efforts to reach a fair settlement of any dispute relating to
     the Joint Venture. If such efforts are unsuccessful, in either case,
     remaining issues in dispute will be referred to the Management Committee
     for resolution. Pending the resolution of any dispute of claim pursuant to
     this Article, the Joint Venturers agree that performance of all obligations
     under this Agreement shall be diligently pursued.


                                       12

<PAGE>

12.2 DEADLOCK:
     (a)  If the Management Committee becomes deadlocked (referred to as a
          "Deadlocked Management Committee"), the matter creating such
          Deadlocked Management Committee shall be submitted, in writing to an
          Escalation Review Officer of each Joint Venturer, being the party so
          designated by such Joint Venturer.  A Deadlocked Management Committee
          shall be deemed to be established when:
     
          (i)  a dispute arises among the Management Committee representatives
               pertaining to a matter which cannot be resolved by the requisite
               vote of the Management Committee within thirty (30) days after
               the matter is initially submitted to the Management Committee, as
               evidenced by either failure to reach a unanimous vote for matters
               where a unanimous vote is specified, during the time specified;
               or
          
          (ii) the Management Committee representatives appointed by a Joint
               Venturer fails to attend, or be represented by proxy, for two
               consecutive meetings of the Management Committee which were duly
               called.
          
     (b)  Any resolution by the Escalation Review Officers shall be made by
          unanimous written consent and shall be final and binding on the Joint
          Venture and Joint Venturers.
     
     (c)  Failure to Resolve a Deadlocked Management Committee - If a matter
          with respect to which a Deadlocked Management Committee exists cannot
          be resolved by the Escalation Review Officers, the Joint Venturers
          shall employ the following mechanisms in an attempt to resolve any
          matters over which a deadlock exists:
     
          (i)  Alternate Dispute Resolution - Prior to commencing any formal
               litigation, the Joint Venturers will attempt to settle any
               dispute arising out of this Agreement which is not the subject of
               a Deadlocked Management Committee through good faith consultation
               and negotiations.  If those attempts fail, any Joint Venturer may
               request, by written notice to the other Joint Venturer,
               application of alternate dispute resolution techniques ("ADR") to
               such dispute.  The Joint Venturers shall select a mutually agreed
               mediator or some other form of ADR, such as neutral fact-finding
               within thirty (30) days of receipt of such notice by any such
               Joint Venturer.  No Joint Venturer may unreasonably withhold
               consent to the selection of a mediator or other form of non-
               binding, non-arbitration ADR and the Joint Venturers will share
               the cost of ADR equally.
          
          (ii) Litigation - If any dispute cannot be resolved by the Joint
               Venturers through negotiation, mediation or another form of ADR
               pursuant to (i) above within two (2) months of the notice, the
               dispute may be submitted to a Nevada court for resolution.  The
               use of any ADR procedures will not be construed under the
               doctrine of laches, waiver or estoppel to adversely affect the
               right of either Joint Venturer.  Nothing in this paragraph will
               prevent any Joint Venturer from commencing formal litigation if
               the (A) good faith efforts to resolve the dispute under these
               procedures may have been unsuccessful and/or (B) any delay


                                       13

<PAGE>
               resulting from an effort to mediate such dispute could result in
               serious and irreparable injury to such Joint Venturer.

12.3 NEVADA LAW - The covenants under this Agreement are subject to 
     applicable laws and treaties. This Agreement shall be construed 
     according to the laws of the State of Nevada, United States of America.

12.4 JURISDICTION - In the event of any dispute arising between the parties
     hereto that cannot be resolved in accordance with the mediation provision
     of Paragraph 12.2, both parties agree to submit to the jurisdiction of the
     State and/or Federal Courts situated in the State of Nevada.
                                      
                       ARTICLE XIII - MISCELLANEOUS

13.1 INSURANCE - Each Venturer, at its own expense, shall maintain insurance
     against all risks of loss or damage from every cause whatsoever for not
     less than the full replacement value thereof as determined by the
     Management Committee.  Each Venturer shall, at its own expense, carry
     public liability and property damage insurance protecting itself with
     respect to liabilities for injuries to persons and damage to property of
     others resulting from the use of the Property.  Such insurance shall
     provide coverage of not less than $1,000,000 per occurrence, $2,000,000
     aggregate. Such insurance as stated above shall be in form and with
     companies acceptable to the Management Committee and shall name IGT and
     Anchor as Additional Insureds and Loss Payees and provide for thirty (30)
     day prior written notice to IGT and Anchor of any alteration or
     cancellation of such coverage shall be provided to IGT's Insurance
     Administrator, c/o IGT, P.O. Box 10102, Reno, Nevada 89510-0120 and to
     Anchor 815 Pilot Road, Suite G, Las Vegas, Nevada 89119.

13.2 PUBLIC RELATIONS/USE OF NAME - Each Venturer shall only have the right to
     publicize the Joint Venture and use the name of the other Venturer with the
     prior written consent of the other Venturer and solely for the furtherance
     of the interests of the Joint Venture. Each Venturer agrees to furnish
     the other with the exact text to be used in publicity regarding the Joint
     Venture for approval. Approval shall be in the sole discretion of the
     party whose consent is sought, unless disclosure is required by applicable
     law in the judgment of counsel for the Venturer making such disclosure.  
     Each Venturer agrees to promptly complete a review of the proposed
     publicity and deliver a response thereto.

13.3 NOTICES - All notices pertaining to or required by this Agreement shall be
     in writing and shall be signed by an authorized representative.  They shall
     be delivered by hand or sent by certified mall, return receipt requested,
     with postage prepaid, addressed as follows:

     If to Anchor:                      With Copies To:
          T.J. Matthews                      Mark Hettinger
          Executive Vice President           Contracts Manager
          ANCHOR COIN                        ANCHOR COIN
          815 Pilot Road, Suite G            815 Pilot Road, Suite G
          Las Vegas, Nevada   89119          Las Vegas, Nevada   89119

                                       14

<PAGE>
     
     If to IGT:                         With Copies To:
          Robert A. Bittman                  Marc Foodman
          Executive Vice President           Associate General Counsel
          IGT                                IGT
          5250 Neil Road                     5270 Neil Road
          Reno, NV  89502                    Reno, NV  89502
     
     Either Venturer may change the addressee or address by notice in writing
     given to the other Venturer.

13.4 COMPLIANCE WITH GAMING REGULATIONS - Each Venturer agrees to fully comply
     with all rules and regulations governing gaming and the use of gaming
     devices in each and every jurisdiction in which it transacts business.  
     Neither Venturer shall conduct its business or act in a manner that could
     reasonably be expected to jeopardize the other Venturer's gaming license or
     its ability to operate its business in any jurisdiction at any time.   In
     the event that either Venturer does not comply with all rules and
     regulations governing gaming and does not correct such non-compliance in a
     prompt manner as requested by either the gaming regulatory authorities or
     by the other Venturer or acts in any manner that could reasonably be
     expected to jeopardize the other's gaming license, this Agreement may be
     terminated by the other party if, after 5 days' written notice such
     situation is not cured.  Said termination is specifically limited to a
     termination of this Agreement with and only with respect to the
     jurisdiction(s) directly impacted by said non-compliance.  This Agreement
     will remain in full force and effect for all non-impacted jurisdictions.

13.5 ADDITIONAL DOCUMENTS - The Venturers covenant and agree to execute and
     deliver such further documents, deeds, agreements and assurances as may be
     necessary or advisable from time to time to carry out the terms and
     conditions of this Agreement in accordance with its true intent.

     IN WITNESS WHEREOF, the Venturers have caused this Agreement to be 
     executed by their duly authorized representatives as follows:


ANCHOR GAMES                          IGT



By: /s/ STAN FULTON                    By: /s/ CHARLES N. MATHEWSON
   ----------------------                 ---------------------------
   Stan Fulton                            Charles N. Mathewson
   C.E.O. & Chairman of the Board         C.E.O. & Chairman of the Board


                                       15

<PAGE>

                                    EXHIBIT A

                                LICENSE AGREEMENT

                                     [None.]

                                       A-1

<PAGE>

                                     EXHIBIT B

                                 LICENSE AGREEMENT

                                     [None.]

                                       B-1

<PAGE>

                                     EXHIBIT C

[Confidential information set forth here has been filed separately with 
the Securities and Exchange Commission under Rule 24b-2 under the 
Securities Exchange Act of 1934.]

                                       D-1


<PAGE>

                                      Exhibit D

                              CONFIDENTIALITY AGREEMENT
                                           


               Anchor Gaming, a Nevada corporation, and its subsidiaries 
(collectively, the "Company"), and  IGT, a Nevada corporation, and its 
subsidiaries (collectively, the "Recipient"), are evaluating a possible 
transaction (the "Transaction") relating to Anchor's WHEEL OF GOLD-TM- 
Gaming Device, [Confidential information set forth here has been filed
separately with the Securities and Exchange Commission under Rule 24b-2 
under the Securities Exchange Act of 1934] whereby the Company may 
engage Recipient to manufacture a gaming device developed by the Company 
employing the WOG concept.

               In connection with evaluating the possible Transaction and, if 
consummated, in fulfilling its obligations under any agreement or arrangement 
concerning the Transaction, the Company, its employees, agents or 
representatives has and will furnish to Recipient certain nonpublic, 
confidential or proprietary information concerning the Project and/or the 
business, operations  or assets of the Company, including, without 
limitation, plans, details, designs, stratagem, ideas, patent applications, 
trademarks, copyrights, specifications, concepts and other forms of 
intellectual property.  All of such information, together with any additional 
information such as analyses, compilations, studies or documents, prepared by 
Recipient, its employees, agents or representatives or by any other 
individual or entity that obtains or receives such information from or 
through the Recipient, that incorporate, utilize, or is derived in any manner 
from information provided by the Company, or its employees, agents 
representatives relating to the WOG concept; is referred to in this Agreement 
as the "Confidential Information".

               In consideration of the receipt of the Confidential 
Information, Recipient agrees as follows:

               1.   Recipient will keep the Confidential Information 
confidential and will use the Confidential Information solely for the purpose 
of evaluating whether to engage in a Transaction with the Company and, if 
consummated, in fulfilling Recipient's obligations under any arrangement or 
agreement concerning the Transaction.  Without the prior written consent of 
the Company, Recipient will not disclose the Confidential Information to any 
individual or entity, except to its employees, agents or representatives who 
in its reasonable judgment need to know the Confidential Information solely 
and exclusively in connection with evaluating a possible Transaction or, if 
consummated, in fulfilling Recipient's obligations under any arrangement or 
agreement concerning the Transaction, and who agree in writing to be bound by 
the terms of this Agreement.  Recipient will be responsible and jointly and 
severally liable for any breach of this Agreement by any of its employees, 
agents or representatives or by any other individual or entity that obtains 
or receives Confidential Information from or through the Recipient.  
Recipient agrees to reimburse, indemnify and hold harmless the Company and 
its employees, agents and representatives from any damage, loss or expense 
incurred as a result of any use of the Confidential Information by Recipient, 
its employees, agents or representatives, or any other individual or entity 
that obtains or receives Confidential Information from or through the 
Recipient, contrary to the terms of this Agreement.


                                                                            1

<PAGE>

               2.   The term Confidential Information as used in this 
Agreement does not include any information that: a) is or becomes generally 
available in the public domain other than through a breach of this Agreement; 
b) is already known to Recipient at the time of disclosure; c) is 
independently developed by Recipient without reference to the Confidential 
Information; or d) is disclosed by a third party to Recipient without similar 
restriction on disclosure.


               3.   Recipient acknowledges and agrees that the Confidential 
Information has been and is being furnished to Recipient based on Recipient's 
agreement that it will not use or exploit the Confidential Information or 
permit the Confidential Information to be used or exploited other than as 
provided in this Agreement, and that Recipient may not use or exploit the 
Confidential Information or permit it to be used or exploited in any manner 
that is harmful to or competitive with the business or operations of the 
Company, including, without limitation, with respect to the Company's 
licensees, customers (including gaming route locations and casinos), 
suppliers, employees, marketing, research and development, production, 
pricing, distribution or otherwise. Company further represents and Recipient 
acknowledges and agrees that Company owns the rights to the WOG concept and 
also all of the patents, trademarks, copyrights, and other intellectual 
property associated therewith and arising therefrom (the "Company IP 
rights").  Recipient agrees to respect Company's ownership in the WOG concept 
and the Company's IP rights and further agrees that Recipient will not take 
any action that adversely affects Company's ability to maximize Company's 
exploitation of the WOG.

               4.   Recipient agrees that if no Transaction is effected 
between Recipient and the Company or upon any request by the Company 
(including, without limitation, upon the conclusion of any transaction 
between the Company and Recipient), Recipient will promptly deliver to the 
Company all physical embodiments containing any of the Confidential 
Information, without retaining any copy, in whole or in part, and will 
destroy any notes, memoranda, analyses, compilations, studies or other 
documents or media prepared by Recipient or its employees, agents and/or 
representatives, or any other individual or entity that obtains or receives 
Confidential Information from or through the Recipient, that incorporate or 
utilize or is derived in any manner from Confidential Information provided by 
the Company or its employees, agents or representatives.  If requested by the 
Company, Recipient shall confirm such destruction to the Company in writing.

               5.   In the event that Recipient or any individual or entity 
to whom Recipient transmits or provides, directly or indirectly, any 
Confidential Information in accordance with this Agreement is requested or 
legally required by oral questions, document subpoena, civil investigative 
demand, interrogatories, requests for information or other similar process to 
disclose any of the Confidential Information, Recipient will promptly provide 
the Company with notice of such request or requirement so that the Company 
may seek a protective order or take other appropriate actions.  Recipient 
will cooperate with the Company in its efforts to obtain such remedies and 
take such other actions.  In the event that such protective order or other 
remedy is not obtained, Recipient will disclose only that portion of the 
Confidential Information that is legally required to be disclosed and will 
make reasonable efforts to obtain reliable assurance that confidential 
treatment will be accorded to the Confidential Information.



                                                                            2

<PAGE>

               6.   Recipient agrees that money damages would not be a 
sufficient remedy for any breach of this Agreement and that, in addition to 
all other available legal or equitable remedies, the Company will be entitled 
to equitable relief, including injunctive relief and specific performance, 
for any breach of this Agreement by Recipient.  Recipient agrees to reimburse 
the Company for all costs and expenses, including attorneys' fees, incurred 
by it in successfully enforcing Recipient's obligations hereunder.


               7.   Recipient understands and agrees that no failure or delay 
by the Company in exercising any right, power or privilege under this 
Agreement will operate as a waiver thereof, nor will any single or partial 
exercise of such a right, power or privilege preclude any other or further 
exercise thereof.

               8.   THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA, WITHOUT GIVING 
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

               9.   This Agreement constitutes the entire agreement and 
supersedes any prior written and prior or contemporaneous oral agreements and 
understandings between Recipient and the Company with respect to protection 
of the confidentiality of the Confidential Information.


               IN WITNESS WHEREOF, the undersigned has executed this 
Agreement for the benefit of the Company and its affiliates, intending to be 
legally bound.

               Dated as of 3-8, 1996.

                                             ANCHOR GAMING


                                             By:    /s/ THOMAS J. MATTHEWS
                                                    ----------------------------
                                             Name:  THOMAS J. MATTHEWS
                                                    ----------------------------
                                             Title: SECRETARY
                                                   ----------------------------
AGREED AND ACCEPTED:

IGT


By:    /s/ MICK ROEMER
       ------------------------
Name:  MICK ROEMER
       ------------------------
Title: VP MKT.
       ------------------------