EXHIBIT 10.21

EMPLOYMENT AGREEMENT
[Paul Meyer]

THIS AGREEMENTis made and entered into this 24th day of September 2003, by and between Shuffle
Master, Inc., a Minnesota corporation (the "Company"), and Paul Meyer (the "Employee"), a resident of the State of Florida.

RECITALS:

A.    The
Company is in the business of developing, manufacturing, distributing and otherwise commercializing gaming equipment, games, and operating systems for gaming
equipment and related products and services throughout the United States and in Canada and other countries (the "Business").

B.    Company
and Employee want to create an at-will employment relationship that protects the Company with appropriate confidentiality and non-compete
covenants, and compensates and rewards the Employee for performing his obligations for the full term of this contract or such shorter term, as it may be determined in accordance with the terms and
conditions of this Agreement.

C.    The
Company and Employee desire that Employee be employed by the Company on the terms and conditions of this Agreement.

AGREEMENT

In consideration of the mutual promises contained herein, Employee and the Company agree as follows:

1.Employment.    The Company hereby employs Employee as its President, reporting to the Chief Executive Officer
and Chairman of the Board of the Company. Employee shall perform the normal duties of that position. Subject to the terms and conditions hereof, Employee's full-time employment under this
Agreement with the Company is for a term of two (2)years (the "Term"), beginning October 27, 2003 (the "Commencement Date"), through October 31, 2005.

2.Salary, Bonus and Benefits.



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3.Outside Services or Consulting.Employee shall devote Employee's full professional time and best professional
efforts to the Company. Employee may render other professional or consulting services to other persons or businesses from time to time during the Term, only if Employee meets all of the following
requirements:



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4.Non-competition.In consideration of the provisions of this Agreement, Employee hereby agrees
that he shall not, during the term of his full-time employment and for a period of twelve (12) months thereafter:



5.Confidentiality; Inventions.



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6.Termination or Non-Extension by Company Without Just Cause



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7.Early Termination by Company for Just Cause.The Company may terminate Employee for just cause. In the event
the Company terminates the Employee for just cause, the Employee will remain bound under the provisions of paragraphs 4 and 5, but will not be entitled to any compensation or benefits following his
termination of employment under this Agreement. Termination for "just cause" shall mean:



8.Voluntary Termination by Employee.



9.Cooperation with Change in Control.Employee will reasonably cooperate with the Company in the event of a
Change in Control.

10.No Conflicting Agreements.Employee has the right to enter into this Agreement, and hereby confirms Employee
has no contractual or other impediments to the performance of Employee's obligations including, without limitation, any non-competition or similar agreement in favor of any other person or
entity.

11.Company Policies.During the term of Employee's employment, Employee shall engage in no activity or
employment which may conflict with the interest of the Company, and Employee shall

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comply
with all policies and procedures of the Company including, without limitation, all policies and procedures pertaining to ethics.

12.Independent Covenants.The covenants and agreements on the part of the Employee contained in paragraphs 4
and 5 hereof shall be construed as agreements independent of any other provision in this Agreement; thus, it is agreed that the relief for any claim or cause of action of the Employee against the
Company, whether predicated on this Agreement or otherwise, shall be measured in damages and shall not constitute a defense or bar to enforcement by the Company of those covenants and agreements.

13.Injunctive Relief; Attorneys' Fees.    In recognition of the irreparable harm that a violation by Employee of
any of the covenants contained in either paragraphs 4 or 5 hereof would cause the Company, the Employee agrees that, in addition to any other relief afforded by law, an injunction (both temporary and
permanent) against such violation or violations may be issued against him or her and every other person and entity concerned thereby, it being the understanding of the parties that both damages and an
injunction shall be proper modes of relief and are not to be considered alternative remedies. Employee consents to the issuance of such injunctive relief without the posting of a bond or other
security. In the event of any such alleged violation, the losing party agrees to pay the actual damages sustained by the prevailing party as a result thereof.

14.Notice.Any notice sent by registered mail to the last known address of the party to whom such notice is to
be given shall satisfy the requirements of notice in this Agreement.

15.Entire Agreement.This Agreement is the entire agreement of the parties hereto concerning the subject matter
hereof and supersedes and replaces in its entirety any oral or written existing agreements or understandings between the Company and the Employee relating generally to the same subject matter. Company
and Employee hereby acknowledge that there are no agreements or understandings of any nature, oral or written, regarding Employee's employment, apart from this Agreement, and Employee acknowledges
that no promises or agreements not contained in this Agreement have been made or offered by the Company.

16.Severability.It is agreed and understood by the parties hereto that if any provision of this Agreement
should be determined by an arbitrator or court to be unenforceable in whole or in part, it shall be deemed modified to the minimum extent necessary to make it reasonable and enforceable under the
circumstances, and the court shall be authorized by the parties to reform this Agreement in the least way necessary in order to make it reasonable and enforceable.

17.Governing Law.This Agreement shall be construed and enforced in accordance with the laws of the State of
Nevada, without giving effect to the principles of conflicts of laws thereof.

18.Heirs, Successors and Assigns.The terms, conditions, obligations, agreements and covenants hereof shall
extend to, be binding upon, and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, assigns, and/or acquirers, including any entity which
acquires, merges with, or obtain control of the Company.

19.Waiver of Breach.    The waiver by either the Company or the Employee of any breach of any provision of this
Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or the Employee.

20.Dispute Resolution.Except for the Company's right (either pursuant to paragraph 13 hereof or
otherwise) to injunctive relief to enforce the provisions of paragraphs 4 and 5 hereof, the exclusive forum for the resolution of any dispute arising under this Agreement or any question of
interpretation

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regarding
the provisions of this Agreement (other than disputes relative to paragraphs 4 or 5 hereof) shall be resolved by arbitration. Specifically:



21.Amendment.    This Agreement may be amended only by a document in writing signed by both the Employee and an
officer of the Company, and no course of dealing or conduct of the Company shall constitute a waiver of any of the provisions of this Agreement.

22.Fees and Costs.    In any action bought by one party against the other pursuant to this Agreement or in the
event of any dispute over the meaning of this Agreement, the successful party, in addition to recovering its awarded damages and other relief, shall be entitled to recover its attorney's fees and
costs from the unsuccessful party.

23.D & O Policy.During Employee's employment with the Company, the Company shall maintain director and
officer liability insurance in reasonable scope and amounts which insurance will cover Employee.

24.Non-Disparagement and Cooperation.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

|EMPLOYER:            |  | EMPLOYEE:                           
|-------------------- |  | ------------------------------------
|SHUFFLE MASTER, INC. |  | /s/PAUL MEYERPAUL MEYER             
|By:                  |  | /s/MARK L. YOSELOFF                 
|Its:                 |  | Chairman and Chief Executive Officer

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