EXHIBIT 10.31

ANCHOR
GAMING
DIRECTOR STOCK OPTION AGREEMENT

THIS
AGREEMENT (this "AGREEMENT"), effective as of September 24, 2000 is made and entered into by and between Anchor Gaming, a Nevada Company (the "COMPANY"), and Richard Burt
(the "OPTIONEE").

RECITALS:

A.  This
Agreement is entered into in conjunction with and subject to the Anchor Gaming 2000 Stock Incentive Plan (the "2000 PLAN") and the Anchor Gaming 1995 Stock
Option Plan (as amended, the "1995 PLAN").

B.  The
entire Board of Directors has approved the grant of the Option under his Agreement to the Optionee.

C.  The
2000 Plan is subject to the approval of the stockholders of the Company and the next annual meeting of Stockholders.

D.  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 1995 Plan.

NOW,
THEREFORE, in consideration of the premises and mutual covenants and promises set forth in this Agreement, and other good and valuable consideration the receipt and sufficiency
of which are mutually acknowledged, the parties agree as follows:

1.  GRANT
OF OPTION. The Company hereby grants to the Optionee, upon the terms and subject to the conditions, limitations, and restrictions set forth in this Agreement,
an option (the "OPTION") to acquire 25,000 shares of Common Stock, par value $.01 per share of the Company (the "COMMON STOCK"), at an exercise price per share of $71.875 (the "EXERCISE PRICE"). The
Optionee hereby confirms his acceptance of the Option from the Company.

2.  EXERCISE.



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3.  EXPIRATION
OF OPTION. The Option will expire, and will not be exercisable with respect to any Exercisable Portion as to which the Option has not been exercised, on
the first to occur of: (a) the eleventh anniversary of the Award Date; or (b) one year after the effective date of any Change of Control.

4.  TAX
WITHHOLDING. Any provision of this Agreement to the contrary notwithstanding, the Company may take such steps as it deems necessary or desirable for the
withholding of any taxes that it is required by law or regulation of any governmental authority, federal, state, or local, domestic or foreign, to withhold in connection with any of the shares of
Common Stock subject to this Agreement, including requiring the Optionee to pay to the Company the amount of such withholding tax before the Company issued any shares pursuant to the exercise of the
Option.

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5.  DILUTION. If the number of shares of Common Stock outstanding is changed by reason of a stock dividend, stock split, recapitalization, or combination of shares, the
number of shares of Common Stock then issuable upon exercise of the Option and the exercise price per share will be appropriately adjusted. In the event of any merger, consolidation, reorganization,
recapitalization of the Company or similar transaction pursuant to which holders of the Common Stock receive other securities or property (a "REORGANIZATION TRANSACTION"), then upon any subsequent
exercise of the Option, the Optionee will be entitled to receive, for each share of Common Stock issuable upon exercise of the Option prior to such Reorganization Transaction, the number and kind of
securities and other property received in respect of one share of Common Stock as a result of such Reorganization Transaction.

6.  TRANSFER
OF OPTION. The Optionee will not, directly or indirectly, sell, transfer, pledge, encumber, or hypothecate ("TRANSFER") any of the Option or the rights and
privileges pertaining thereto except for the Exercisable Portion. In addition, the Optionee will not, directly or indirectly, transfer any portion of the Option or any shares of Common Stock acquired
upon exercise of the Option other than (a) with the prior written consent of the Company, (b) by will or the laws of descent and distribution, (c) with respect to shares of Common
Stock acquired upon exercise of the Option, pursuant to an effective registration statement filed under the Act, or (d) with respect to shares of Common Stock acquired upon exercise of the
Option, pursuant to an exemption from the registration requirements of the Act. Any permitted transferee to whom the Optionee transfers the Option pursuant to (a) or (b) above will agree
to be bound by this Agreement. Neither the Option nor the underlying shares of Common Stock is liable for or subject to, in whole or in part, the debts, contracts, liabilities or torts of the
Optionee, nor will they be subject to garnishment, attachment, execution, levy, or other legal or equitable process.

7.  CERTAIN
LEGAL RESTRICTIONS. The Company will not be obligated to sell or issue any shares of Common Stock upon the exercise of the Option or otherwise unless the
issuance and delivery of such shares complies with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal or state securities laws and the
requirements of any stock exchange upon which shares of the Common Stock may then be listed. As a condition to the exercise of the Option or the sale by the Company of any additional shares of Common
Stock to the Optionee, the Company may require the Optionee to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration
requirements of applicable gaming regulations or federal or state securities laws. The Company will not be liable for refusing to sell or issue any shares if the Company cannot obtain authority from
the appropriate regulatory bodies deemed by the Company to be necessary to lawfully sell or issue such shares. The Company agrees to use its best efforts to cause a registration statement covering
resales of the Common Stock issued on exercise of the Option to be filed with the Securities and Exchange Commission and to be effective, and to list such shares on the Nasdaq National Market or other
exchange on which the Common Stock is then traded. The shares of Common Stock issued upon the exercise of the Option may not be transferred except in accordance with applicable federal or state
securities laws. At the Company's option, the certificate evidencing shares of Common Stock issued to the Optionee will bear appropriate legends restricting transfer under gaming and other applicable
law.

Any
Common Stock issued pursuant to the exercise of Options granted pursuant to this Agreement during the Optionee's service as an director or executive officer of the Company under
Rule 16b-3 will not be transferred until at least six months have elapsed from the date of grant of such Option to the date of a disposition of the Common Stock underlying such
Option.

8.  MISCELLANEOUS.



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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.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | COMPANY:                   
| |  | ---------------------------
| |  | ANCHOR GAMING              
| |  | By:                        
| |  | OPTINEE:                   
| |  | /s/RICHARD BURTRichard Burt

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STOCK OPTION AGREEMENT
VESTING

Twenty
percent (20%) of the number of Options granted under this Agreement will vest upon the closing of the transactions contemplated by the Stock Purchase Agreement dated
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 under this Agreement 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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