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                                  EXHIBIT 9.10

                     Irrevocable Proxy of Michael B. Fulton

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                                January 19, 1999

Anchor Gaming
815 Pilot Road, Suite G
Las Vegas, NV 89119-3726

         Re: Irrevocable Proxy for Stock of Anchor Gaming

Ladies and Gentlemen:

         The proxy granted by this letter is being granted in connection with
the execution and delivery of similar proxies by other members of the Fulton
family and in reliance upon such action by such other members of the Fulton
family. The undersigned hereby revokes any previous proxies (including, without
limitation, any irrevocable proxy in favor of Stanley E. Fulton, to which
revocation Mr. Fulton does hereby consent) and irrevocably appoints Stanley E.
Fulton and his designees and each of them (the "PROXYHOLDER"), effective as of
the date of this letter as the proxy of the undersigned to attend any and all
meetings of stockholders of Anchor Gaming and any adjournments or postponements
of such meetings (collectively, a "MEETING"), to vote for and in the name,
place, and stead of the undersigned at any Meeting all shares of Common Stock,
par value $.01 per share (the "COMMON SHARES"), beneficially owned directly or
indirectly by the undersigned on the date of this letter and any other shares of
capital stock or other voting security of Anchor Gaming, a Nevada corporation
("ANCHOR GAMING"), hereafter beneficially owned, directly or indirectly, by the
undersigned (collectively, the "PROXY SHARES"), to execute written consents to
corporate action with respect to the Proxy Shares, and to represent and
otherwise act for the undersigned with the same force and effect as if the
undersigned were personally present at such Meeting or executing such consent
with respect to any matter. The undersigned agrees to inform the Proxyholder
promptly of any change in the number of Proxy Shares.

         The undersigned represents and warrants to the Proxyholder that (i) the
undersigned has all necessary power and authority to execute and deliver this
proxy; (ii) none of the Proxy Shares is subject to any voting trust or any other
agreement, arrangement, or understanding with respect to the voting of such
shares other than this proxy that is not effectively revoked by this proxy; and
(iii) the undersigned owns all of the Proxy Shares free and clear of any lien,
claim, charge, security interest, or other adverse claim whatsoever. The
undersigned and the Proxyholder agree that the undersigned may offer and sell
the Proxy Shares without restriction under this proxy, and that upon such sale
the sold Proxy Shares will be released from this proxy. The undersigned further
agrees that until such sale, the Proxy Shares will bear an appropriate legend
referring to this proxy.

         This proxy is coupled with an interest and is expressly made
irrevocable and will expire at 5:00 p.m., Las Vegas time, on December 31, 2000.
The undersigned acknowledges that monetary damages would be an inadequate remedy
for a breach of the provisions of this proxy and that (in addition to any other
remedy available at law) the obligations of the undersigned and the rights of
the Proxyholder are specifically enforceable.


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         The undersigned authorizes the Proxyholder to substitute any other
person or entity to act under this proxy, to revoke any such substitution, and
to file this proxy and any substitution or revocation of this proxy with the
Secretary of Anchor Gaming. The undersigned and the Proxyholder further agree
that in the event of the death, or during the period of mental incapacity, of
the Proxyholder, Michael B. Fulton and Elizabeth F. Jones will, acting together,
in each instance by an instrument signed by each of such persons, be substituted
for the Proxyholder with the same authority as the Proxyholder.

                                                     /s/ MICHAEL B. FULTON
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                                                     Name: MICHAEL B. FULTON