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                                                                 EXHIBIT 10.31

                                 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             (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:

        (a) "CAUSE" means that the Board reasonably finds that any one or more
    of the following events has occurred: (i) performance by Participant of
    illegal or fraudulent acts, criminal conduct, or willful misconduct
    relating to the activities of the Company, including, without limit,
    violation by Participant of any material gaming laws or regulations,
    which violation materially and adversely affects the ability of
    Participant to perform his duties to the Company or may subject the
    Company to liability; (ii) conviction of, or nolo contendere plea by
    Participant to, any criminal acts involving moral turpitude having a
    material adverse effect upon the Company, including, without limitation,
    upon its profitability, reputation, or goodwill; (iii) willful and
    material disregard of any reasonable directive(s) from the Board that are
    not inconsistent with the terms of any contract with the Company to which
    Participant is party, PROVIDED that the Board will provide Participant
    with written notice that such event has occurred ("NOTICE OF DISREGARD")
    and will further allow Participant 30 days in which to cure such
    disregard, and PROVIDED FURTHER that the Board will provide an
    opportunity for Participant to be heard if there is no cure within 30
    days of the Notice of Disregard; (iv) breach of fiduciary duty, PROVIDED
    that the Board will provide Participant with written notice that such
    event has occurred ("NOTICE OF BREACH OF FIDUCIARY DUTY") and will
    further allow Participant 30 days in which to cure such breach of
    fiduciary duty, and PROVIDED FURTHER that the Board will allow an
    opportunity for Participant to be heard if there is no cure within 30
    days of the Notice of Breach of Fidicuary Duty; (v) material violation,
    not cured in a reasonable time after notice from the Company, by
    Participant of any of the covenants and agreements contained in any
    agreement with the Company to which Participant is party; (vi) failure or
    inability of Participant to obtain or maintain required gaming licenses
    or approvals.

        (b) "CHANGE OF CONTROL" means the occurrence of any of the following
    events, as a result of one transaction or a series of transactions: (i) any
    "person" (as that term is used in Sections 13(d) and 14(d) of the Securities
    Exchange Act of 1934, as amended, (the "Exchange Act"), but excluding the
    Company, its affiliates, and any qualified or non-qualified plan maintained
    by the Company or its

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    affiliates) becomes the "beneficial owner" (as defined in Rule 13d-3
    promulgated under the Exchange Act), directly or indirectly, of securities
    of the Anchor Gaming representing more than 50% of the combined voting power
    of the Anchor Gaming's then outstanding securities; (ii) individuals who
    constitute a majority of the Board of Directors of the Company immediately
    prior to a contested election for positions on the Board cease to constitute
    a majority as a result of such contested election; (iii) Anchor Gaming is
    combined (by merger, share exchange, consolidation, or otherwise) with
    another entity and as a result of such combination, less than 50% of the
    outstanding securities of the surviving or resulting entity are owned in the
    aggregate by the former shareholders of Anchor Gaming; (iv) the Company
    sells, leases, or otherwise transfers all or a majority of all of its
    properties, assets or income or revenue generating capacity to another
    person or entity; (v) a dissolution or liquidation of Anchor Gaming or;
    (vi) any other transaction or series of transactions is consummated that
    results in a required disclosure under Item 1 of Form 8-K or successor form.

        (c) "COMPANY" means Anchor Gaming and its majority-owned subsidiaries.

        (d) "CONFIDENTIAL INFORMATION" means all written, machine-reproducible,
    oral and visual data, information, and material, including, but not limited
    to, business, financial, and technical information, records regarding sales,
    price and cost information, marketing plans, customer names, customer lists,
    sales techniques, manufacturing or distribution plans or procedures; and
    computer programs, documents, and records (including those that Participant
    develops in the scope of his or her employment) that (i) the Company or any
    of its customers or suppliers treats as proprietary or confidential through
    markings or otherwise, (ii) relates to the Company or any of its customers
    or suppliers or any of their business activities, products, or services
    (including software programs and techniques) and is competitively sensitive
    and not generally known in the relevant trade or industry, or (iii) derives
    independent economic value from not being generally known to, and is not
    readily ascertainable by proper means by, other persons who can obtain
    economic value from its disclosure or use. Confidential Information does not
    include any information or material that is approved by Anchor Gaming for
    unrestricted public disclosure.

        (e) "NET INVESTMENT PROCEEDS," with respect to any share of Restricted
    Stock sold or otherwise transferred by Participant or Participant's
    successor in interest, means the greater of the value of the gross proceeds
    received for such share or the Market Value of such share on the date of
    sale or transfer less, in either case, (i) $5.00 per share (adjusted to
    appropriately for any stock split, reverse stock split, merger,
    consolidation, or other similar change in the Common Stock), (ii) any
    reasonable and customary commission actually paid for the sale or transfer,
    and (iii) the verified amount of any income taxes paid or payable on the
    sale or transfer.

        (f) "PUBLICLY TRADED" means Common Stock has been listed on a registered
    national securities exchange or approved for quotation in the
    Nasdaq-Registered Trademark- National Market ("NASDAQ") or another national
    securities exchange of automated quotation service.

        (g) "RESTRICTED STOCK" means the shares of restricted stock granted
    under this Agreement, together with any successor security, property or cash
    issued or distributed by Anchor Gaming or any successor entity, whether by
    way of merger, consolidation, share exchange, reorganization, liquidation,
    recapitalization, or otherwise.

        (h) "TRANSFER" or "TRANSFER" or derivations thereof includes any sale,
    assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, or
    any other disposition or any interest in this Agreement, the Restricted
    Stock, or securities issued on exercise of this Option."

        (i) "VEST," "VEST," or derivations thereof with respect to any
    Restricted Stock issued under this Agreement, means receiving the right to
    receive a stock certificate evidencing ownership of the stock subject to
    Restricted Stock grant and to transfer ownership of the shares of formerly
    Restricted Stock.

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    2.  GRANT OF OPTION; PURCHASE OF STOCK.

        (a) Subject to the terms, conditions, and restrictions set forth in the
    2000 Plan, and in this Agreement, Anchor Gaming hereby grants to
    Participant, and Participant hereby accepts from Anchor Gaming, a restricted
    stock grant of the number of shares of Common Stock specified in
    ATTACHMENT A to this Agreement, which will vest in Participant in accordance
    with the Vesting Schedule set forth on ATTACHMENT A to this Agreement. The
    Restricted Stock will continue to vest only for as long as Participant is an
    employee of Company, unless the Board or the Committee, in its sole
    discretion, agrees in writing otherwise. The Board or the Committee may,
    however, in its sole discretion, provide for the lapse of any of the vesting
    restrictions placed upon the Restricted Stock and may accelerate or waive
    any of such restrictions in whole or in part at any time, based upon
    performance and/or such other factors as the Board or the Committee may
    determine, in its sole discretion. Upon the vesting of any part of the
    Restricted Stock by virtue of the lapse of the Restricted Period, the
    Company will deliver a stock certificate covering the requisite number of
    shares to the Participant whereupon the Participant will be free to hold or
    dispose of such stock at will. The stock certificate(s) evidencing the
    shares covered by the Restricted Stock Award Agreement will be registered on
    the Company's books in the name of the Participant as of the date hereof.
    Physical possession or custody of such stock certificate(s) together with a
    stock power, endorsed in blank, relating thereto will be retained by the
    Company until such time as the shares of stock are fully vested. While in
    its possession, the Company reserves the right to place a legend on the
    stock certificate(s) restricting the transferability of such certificate(s)
    and referring to the terms and conditions (including forfeiture) approved by
    the Committee and applicable to the Restricted Stock.

        (b) Notwithstanding the other provisions of this Agreement or
    ATTACHMENT A, if Participant is terminated from employment with the Company
    without Cause, the Restricted Stock not yet vested under ATTACHMENT A will
    vest immediately.

        (c) Notwithstanding any other provision of this Agreement, in the event
    of Change of Control, the Restricted Stock not yet vested under
    ATTACHMENT A will vest immediately.

        (d) In the event that the total compensation paid to Participant as
    severance in the event of a Change of Control, taking into account all cash
    severance payments, shares of stock, accelerated vesting of stock options,
    and bonuses, if any (such payments being 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 Anchor Gaming will pay to Participant, in addition to the compensation
    paid as the 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 Participant on the Severance Payment.

    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.

        (a) If the Participant has engaged in any conduct prohibited by
    SECTION 5, Anchor Gaming will have (i) the right to buy back from
    Participant any shares of Restricted Stock then owned by Participant, at a
    purchase price equal to $5.00 per share plus the verified amount of any
    income taxes paid or payable on the grant or vesting of the Restricted Stock
    (adjusted to appropriately for any stock split, reverse stock split,
    merger, consolidation, or other similar change in the Common Stock), and
    (ii) the right to require Participant to pay back to Anchor Gaming in
    cash the Net Investment Proceeds with respect to any shares of Restricted
    Stock sold or otherwise transferred by Participant.

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        (b) Whenever Anchor Gaming has a right to buy back shares of Restricted
    Stock or to require Participant to pay back to Anchor Gaming Participant's
    Net Investment Proceeds with respect to any shares of Restricted Stock under
    this SECTION 4, Anchor Gaming may exercise its right by notifying
    Participant or the subsequent holder of Anchor Gaming's election to exercise
    its right within the designated exercise period. In the case of a buyback
    under SECTION 4(a), the giving of such notice will give rise to an
    obligation on the part of Participant or the subsequent holder to tender to
    Anchor Gaming, within 10 days, any previously issued certificate
    representing shares of Restricted Stock to be bought back, duly endorsed in
    blank or having a duly executed stock power attached in proper form for
    transfer free and clear of any claim by any other person or entity. If any
    such certificate is not tendered within 10 days, Anchor Gaming may cancel
    any outstanding certificate representing shares to be bought back. Anchor
    Gaming is required to tender the purchase price for shares to be bought back
    under this SECTION 4 within 20 days of giving notice of its election to
    exercise its right to buy back shares. If the person from whom the shares
    are to be bought back has not complied with an obligation to return a
    certificate representing shares to be bought back, however, Anchor Gaming is
    not required to tender the purchase price until 20 days after the
    certificate is duly returned or 20 days after it cancels the certificate,
    whichever occurs first.

    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:

        (a) while employed by the Company or within one year thereafter:

           (i) directly or indirectly engages in, owns or controls an interest
       in (except as to those investments held at the effective date of this
       agreement or as a passive investor in publicly held companies, i.e.,
       Participant and Participant's spouse or lineal descendants do not own of
       record, or beneficially, an aggregate of more than two percent (2%) of
       any class of outstanding securities) or acts as an officer, director, or
       employee of, or consultant or adviser to, any firm, corporation,
       institution or entity, directly or indirectly in competition with or
       engaged in a business substantially similar to that of the Company in the
       United States or in any foreign country in which the Company during the
       term of the Participant's employment sold, marketed, provided or
       solicited to sell, market or provide products or services, including the
       development, manufacture, sale or marketing of products, services,
       devices, instruments, methods or techniques (or any related services or
       activities) similar to any products, services, devices, instruments,
       methods or techniques that the Company was engaged in the development of,
       manufacturing, selling, or marketing, or had under consideration to do
       the same (whether or not such products, devices, instruments, methods or
       techniques or the technology related thereto were obtained from
       Participant), during the term of the Participant's employment with the
       Company;

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           (ii) solicits or performs services, as an employee, independent
       contractor, or otherwise, for any person or entity (including any
       affiliates or subsidiaries of that person or entity) that is or was a
       customer or prospect of the Company during the six months before
       Participant's employment with the Company ended if Participant solicited
       business from or performed services for that customer or prospect while
       employed by Company; or

           (iii) recruits, hires, or assist, directly or indirectly, anyone to
       recruit or hire anyone who was an employee of the Company within the six
       months before Participant's employment with the Company ended; or

    (b) discloses or uses any Confidential Information, except in connection
       with the good faith performance of Participant's duties as an employee;
       or fails to take reasonable precautions against the unauthorized
       disclosure or use of Confidential Information; fails, upon Anchor Gaming'
       request, to execute and comply with a third party's agreement to protect
       its confidential and proprietary information; solicits or induces the
       unauthorized disclosure or use of Confidential Information; or fails to
       return on Anchor Gaming's request any and all Confidential Information in
       the Participant's care, custody, or control.

    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 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

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    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 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.

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.

<TABLE>
<S>                                         <C>     <C>
PARTICIPANT                                 ANCHOR GAMING

                                            By:
-----------------------------------------           -----------------------------------------
Signature

                                            Title:
-----------------------------------------           -----------------------------------------
Printed Name
</TABLE>

                               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.

<TABLE>
<S>                                            <C>
                                               --------------------------------------------
                                               Signature

                                               --------------------------------------------
                                               Printed Name
</TABLE>

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                           RESTRICTED STOCK AGREEMENT

1.  Shares of Restricted Stock granted:

2.  Vesting Schedule:

    Conditioned on stockholder approval of the 2000 Plan and 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, twenty percent (20%) of the shares of Restricted Stock granted
    specified in Item 1 above will Vest on approval of the 2000 Plan by the
    stockholders of Anchor Gaming. Thereafter, beginning on March 31, 2001, 5%
    of the number of shares of Restricted Stock granted specified in Item 1
    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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