Exhibit 10.1

LOAN AND SECURITY AGREEMENT  (Full Recourse)

This Loan and Security Agreement ("Agreement") is entered into as of July 26, 2001 between PDS Gaming CorporationNevada a Nevada
corporation ("Borrower"), having its principal place of business at 6171 McLeod Drive, Las Vegas, Nevada 89120, and Sun West Bank, a Nevada corporation ("Lender") having its principal place of
business at 5830 W. Flamingo Road, Las Vegas, NV 89103.

PRELIMINARY STATEMENT

Lender understands that Borrower is engaged in the sale or lease of various Eligible Equipment (this and all other capitalized terms are defined in
Section 1.1 below), and that Borrower may from time to time offer to Lender the opportunity to finance leases, installment sale contracts and other chattel paper arising out of such business.
This Agreement sets forth the terms and conditions which will be applicable to any leases, installment sale compacts and other chattel paper that Lender may finance under an ongoing term loan
facility.

ARTICLE I    DEFINITIONS

1.1 Definitions.
As used in this Agreement and in the other Loan Documents, unless otherwise expressly indicated herein or therein, the following terms shall have the
following meanings (such definitions to be applicable both to the singular and plural terms defined):

Acquisition
Cost: all costs and expenses incurred by an End-User (in the case of installment/conditional sales contracts) or by Borrower (in the case of any Leases with
Borrower as lessor) in connection with the acquisition of any Eligible Equipment. Including, without limitation, sales or use taxes, freight or installation costs, and license fees, but excluding any
deposits (including security deposits) or down/advance payments made by End-User, or manufacturer's discounts.

Advance:
a loan which is part of the Facility.

Affiliate:
any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with another Person. The term "control"
means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise. For the purposes hereof, any Person which owns or controls, directly or indirectly, 51% or more of the securities of another Person shall be deemed to "control" such Person.

Agreement
or Loan and Security Agreement: this Loan and Security Agreement, as amended or supplemented at any time.

Amortization
Schedule: a schedule approved by Lender for the repayment of each Advance.

Approved
Contract Term: without the prior written approval of Lender, a period of time not less than 6 months and not more than 48 months.

Assignment:
the assignment of Contracts, and any Lien applicable thereto in the form of Exhibit A executed by Borrower in favor of Lender.

Borrower
Event of Default: any of the Events of Default described in Section 8.1.

Borrower
Lien: a Lien on Collateral granted by an End-User to Borrower, which Lien has been assigned by Borrower to Lender pursuant to an Assignment.

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Borrower's Obligations: (i) all liabilities, obligations and covenants imposed upon Borrower pursuant to the terms of the Loan Documents, and (ii) all costs of
litigation, collection, reasonable attorneys' fees and other costs expended or incurred in connection with the enforcement of Lender's rights hereunder and with respect to the Contracts and the
Facility Equipment.

Business
Day: any day other than (i) a Saturday (ii) Sunday or (iii) other day on which Lender is closed.

Casualty:
an event in which any item of Facility Equipment or any portion thereof is lost, damaged (and such damage cannot reasonably be repaired by Borrower or an
End-User of such Facility Equipment within 60 days), destroyed, stolen, confiscated, requisitioned or condemned regardless of cause.

Casualty
Payments: all proceeds of the Collateral which arise out of any Casualty, including, without limitation, insurance claims, tort claims, or reimbursement payments with respect
to claims for indemnity.

Certificate
of Acceptance: a certificate of delivery and acceptance executed by an End-User pursuant to a Contract with respect to Facility Equipment, substantially in the
form included in Schedule 1.

Closing:
the execution by Borrower and Lender of the Loan Documents.

Closing
Certificate: a certificate in the form of Exhibit C executed by a Responsible Officer on behalf of Borrower.

Closing
Date: the date upon or as of which the Closing occurs.

Collateral:
the Property described in Section 3.2.

Contract:
(i) a lease of Eligible Equipment by and between Borrower, as lessor, and an End-User, as lessee, or (ii) a note and security agreement/conditional
sale contract by and between Borrower, as secured party, and an End-User, as debtor.

Contract
Event of Default: the Event of Default described in Section 8.3.1.

Contract
Funding Request: a request for an Advance in the form of Exhibit D delivered by Borrower to Lender, with all attachments as specified therein.

Contract
Payment Letter: a letter in the form of Exhibit E.

Contract
Proceeds: funds received by Borrower with respect to any Facility or any Facility Equipment which is the subject of a Facility Contract.

Default
Rate: an annual rate equal to 5.00% plus the Facility Rate, as applicable.

Default
Rate Period: a period of time commencing on the date that the default first exists as identified by Lender in writing to Borrower, and ending on the date that the Borrower
Event of Default is cured or waived.

Disbursement
Date: any date on or after the Closing Date upon which the proceeds of any Advance are disbursed.

Eligible
Contract: a Contract (i) as to which the applicable Facility Funding Amount will not exceed the sum of $250,000.00 nor be less than $25,000.00 without the prior
written approval of Lender, and (ii) meets all of the requirements set forth in Section 5.9 and all subsections thereunder.

Eligible
End-User: an End-User (i) which is not in bankruptcy or receivership or subject to a reorganization proceeding of any kind or insolvent,
(ii) which is not in default or breach under any of the terms of the applicable Contract, and (iii) which, Borrower has reasonably determined, is a

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financially responsible and creditworthy commercial or institutional entity (other than a Governmental Body).

Eligible
Equipment: gaming or other equipment (i) which is new or used, (ii) which is in good condition, repair and working order, (iii) which is insured in the
manner provided in the applicable Contract, (iv) (A) which is owned by Borrower free and clear of all Liens except a Lender Lien, or (B) in which the
End-User thereof has granted Borrower a security interest free and clear of all Liens except Permitted Liens, (v) which is located within the State of Nevada, (vi) which is
subject to an Eligible Contract, and (vii) which is not subject to a software licensing agreement for its re-marketing.

End-User:
the end-user under a Contract.

Equipment:
equipment which has been approved by Lender, free and clear of all liens and encumbrances, together with all substitutions and replacements for such equipment and all
accessories, attachments, parts, upgrades, features and peripheral equipment now or hereafter attached to or used in connection therewith.

Estimated
Residual: as reflected on the Amortization Schedule to each Promissory Note, Borrower's estimated value, as of the end of the related primary Contract term, of Facility
Equipment.

Event
of Default: any Borrower Event of Default or Contract Event of Default.

Evidence
of Insurance: either (i) an original certificate of insurance. (ii) documentation sufficient to establish coverage under a previously approved policy of
Borrower, or (iii) if approved in writing by Lender, evidence of self-insurance by an End-User under a Facility Contract.

Facility:
the Advances to be made by Lender to Borrower pursuant to Article II and Section 4.2.

Facility
Contract: an Eligible Contract which is subject to an Advance, along with all applicable related documentation.

Facility
Equipment: any Eligible Equipment which is the subject of a Facility Contract.

Facility
Funding Amount: with respect to each Facility Contract which is proposed to be made the subject of an Advance, the lesser of:



Facility
Note: a full recourse promissory note in the form of Exhibit F executed by Borrower in favor of Lender in conjunction with each Advance.

Facility
Rate: with respect to each Advance interest shall accrue at a floating rate equal to Lender's announced Base Rate plus 1.25% (Lender's Base Rate as of the date of this
Agreement is 6.75%); provided, however, that the Facility Rate shall never be less than 8.25% per annum.

GAAP:
generally accepted accounting principles as in effect from time to time, which shall include the official interpretations thereof by the Financial Accounting Standards Board,
consistently applied.

Gaming
Authorities: the governmental agencies and/or commissions having jurisdiction over Borrower in the various states in which Borrower does business.

Gaming
Laws: the statutes and regulations relating to gaming and the operation of Gaming Device Goods promulgated by the various states and Gaming Authorities in which Borrower does
business.

Gaming
Device Goods: Equipment consisting of electronic and mechanical gaming devices with integral attachments.

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Good Funds: United States dollars available to Lender in Federal funds at or before 2:00 p.m. Las Vegas time on a Business Day.

Governmental
Body: any foreign, federal, state, municipal or other government or any department, commission, board, bureau, agency, public authority or instrumentality thereof or any
court or arbitrator.

Guaranty:
the continuing guaranty to be executed and delivered by PDS Financial Corporation, substantially in the form of Exhibit J, as amended, supplemented or otherwise
modified from time to time.

Incipient
Default: any event or condition which, with the giving of notice or the lapse of time, or both, would become an Event of Default.

Lease:
any lease agreement or master lease agreement pertaining to Eligible Equipment between Borrower, as lessor and another Person, as lessee.

Lender
Lien: the Lien on the Collateral granted by Borrower to Lender pursuant to Article III of this Agreement.

Lien:
any mortgage, deed of trust, hypothecation, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing), any
conditional sale or other title retention agreement or any lease in the nature of any of the foregoing.

Loan
Documents: this Agreement, the Notes, the Guaranty, the Assignments, the Contract Funding Requests, the Closing Certificate, UCC financing statements, and all other documents,
Instruments, and certificates executed by Borrower pursuant to this Agreement.

Loan
Repayment Amount: with respect to an Advance at any time, the aggregate unpaid principal of, and accrued interest (including any interest accrued at the Default Rate) computed in
accordance with the Simple Interest Method on such Advance. "Simple Interest Method" as used herein is defined as the annual interest rate for an Advance computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding.

Notes:
the Facility Note executed in conjunction with each Advance.

Permitted
Liens: any of the following Liens: (i) the Lender Lien; (ii) any Borrower Lien; (iii) any Liens expressly subordinate to (i) and/or
(ii) above; and (iv) Liens for taxes or assessments and similar charges, which either are (A) not delinquent or (B) being contested diligently and in good faith by
appropriate proceedings, and as to which Borrower has set aside adequate reserves on its books.

Person:
any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization association, corporation, institution, entity, party or Governmental Body.

Property:
all types of real, personal, or mixed property and all types of tangible or intangible property.

Residuals:
all proceeds (net of refurbishment costs, if any) derived from the Equipment as a result of (i) extended or renewal Contract payments, (ii) exercised purchase
options, and/or (iii) sale or lease of the Equipment to third parties.

Responsible
Officer: any of the Chairman, President, Treasurer, Secretary or Vice President of Borrower.

UCC:
the Nevada Uniform Commercial Code, NRS 104.1101 et seq.

1.2 Time
Periods. In this Agreement and the other Loan Documents, in the computation of periods of time from a specified date to a later specified date (i) the
word "from" means "from and

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including," (ii) the words "to" and "until" each mean "to, but excluding" and (iii) the words "through," "end of" and "expiration" each mean "through and including." All references in
this Agreement and the other Loan Documents to "month," "quarter" or "year" shall be deemed to refer to a calendar month, quarter or year.

1.3 Accounting.
Unless otherwise specified in this Agreement, all accounting terms used herein shall be construed, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered pursuant hereto shall be prepared in accordance with GAAP.

1.4 References.
All references in this Agreement to an "Article," "Section," "subsection," "subparagraph," "clause," "Schedule" or "Exhibit," unless otherwise
indicated, shall be deemed to refer to an Article, Section, subsection, subparagraph, clause, Schedule or Exhibit, as applicable, of or to this Agreement.

1.5 Lender's
Discretion. Whenever the terms "satisfactory to," "determined by," "acceptable to," "shall elect," "shall request," or similar terms are used in this
Agreement or any of the other Loan
Documents to apply to Lender, except as otherwise specifically provided herein or therein, such terms shall mean satisfactory to, at the election of, determined by, acceptable to, or requested by,
Lender, in its sole, but reasonable, discretion.

1.6 Statements
as to Knowledge. Any statements, representations or warranties which are based upon the best knowledge of Borrower shall be deemed to have been made
after due inquiry with respect to the matter in question.

ARTICLE II    FACILITY AND PAYMENT/PREPAYMENT TERMS

2.1 The
Revolving Term Facility. The Facility is one or more full recourse Advances made by Lender from time to time to fund Eligible Contracts, subject to the
provisions of Article II and Section 4.2. Notwithstanding anything contained herein to the contrary, the maximum amount outstanding at any one time shall not exceed One Million Dollars
($1,000,000.00). Notwithstanding anything contained herein to the contrary, the Facility, and Lender's obligation to make additional or future Advances shall terminate on a date one (1) year
from the date of this Agreement, unless previously terminated in accordance with Paragraph 2.2 below.

2.2 Voluntary
Termination of Facility. Upon not less than thirty (30) days' prior written notice, either party may notify the other of its intention, for any
reason or no reason, not to seek/provide any further financing hereunder; provided, however, that notwithstanding the foregoing, all of Borrower's Obligations shall survive any expiration or
termination of this Agreement and/or the termination of any Facility Contract.

2.3 Interest
Rate, Computation. Each Advance shall be indicated by a Facility Note, which shall bear interest at the Facility Rate noted thereon, which shall be
computed on the basis of a year consisting of 360 days and charged for the actual number of days during the period for which interest is being charged.

2.4 Servicing
and Payments. Borrower, at its sole cost and expense, shall be responsible for the billing and collecting of the payments due under any Contract(s). Borrower shall pay to Lender the amounts due under the related Facility
Contracts by the 10th of the following month, whether or not such amounts have been remitted by the
respective End-Users. All payments made pursuant to this subsection 2.4 shall be appliedfirst,to accrued and
unpaid interest then due Lender calculated at the Facility Rate through the last date of such immediately preceding month;second,to principal due
Lender on the applicable Advances until paid in full;, andthird,to any accrued and unpaid fees and expenses then owed by Borrower to Lender.. In the
event Borrower fails to perform the foregoing

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billing and collecting duties in a manner satisfactory to Lender in its sole discretion, Lender may terminate Borrower's authorization under this subparagraph.

2.5 Loan,
Documentation and Attorney Fees. Upon the execution of this Agreement, Borrower shall pay to Lender a Loan fee of $5,000.00, a documentation fee of $250.00,
and all reasonable fees and expenses incurred by Lender's legal counsel in connection with this transaction not to exceed $2,500. In addition, Borrower shall pay to Lender a documentation, processing
and UCC Filing/Release fee of $135.00 for each Advance, which fee is due and payable at the time of funding such Advance.

2.6 Prepayment.



2.7 Late
Charges; Default Rate. If any payment of principal or interest to be made by Borrower to Lender under the Facility becomes past due for a period of
10 days, Borrower shall pay to Lender on demand a late charge of five percent (5%) of the amount of such overdue payment. In addition, during a Default Rate Period, Borrower's Obligations
pertaining to the Facility shall bear interest at the Default Rate.

2.8 Payment
after Borrower Event of Default. Upon the occurrence and during the continuation of a Borrower Event of Default, all Contract Proceeds pertaining to
Facility Contracts and/or Facility Equipment shall be applied by Lender in such manner as Lender shall determine.

2.9 Maximum
Interest. Notwithstanding any provision to the contrary herein contained, Lender shall not collect a rate of interest on any obligation or liability due and
owing by Borrower to Lender in excess of the maximum contract rate of interest permitted by applicable law. Lender and Borrower have agreed that all laws including the interest rate laws of the State
of Nevada shall govern the relationship between them, but in the event of a final adjudication to the contrary, Borrower shall be obligated to pay to Lender such interest as then shall be permitted by
the applicable laws of the State of Nevada. All interest found in excess of that rate of interest allowed and collected by Lender shall be

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applied to the Advances in such manner as to prevent the payment and collection of interest in excess of the rate permitted by applicable Nevada law.

2.10 Method
of Payment; Good Funds. All payments which are to be made by Borrower to Lender pursuant to the Loan Documents shall be made by wire transfer to Sun West
Bank, ABA #122402010, and reference the applicable note number as designated by Lender. Payment shall not be deemed to be received until Lender is in receipt of Good Funds.

ARTICLE III    NOTES: SECURITY INTEREST

3.1 Notes.
Borrower's Obligations described in clause (i) of the definition of such term shall be evidenced by the Notes.

3.2 Grant
of Security Interest. As security for the payment and performance of Borrower's Obligations, Borrower hereby grants to Lender, subject to all mandatory
provisions of law, including without limitation, the Gaming Laws, a Lien in the following described collateral (the "Collateral"), such Lien to be superior and prior to all other Liens other than
Permitted Liens:



Lender
shall not be required to look to the Collateral for the payment of Borrower's Obligations, but may proceed against Borrower in such manner as Lender deems desirable. All of the
Collateral assigned to Lender hereunder shall secure the payment and performance of all of Borrower's Obligations, and whether now existing or in the future, and wherever located; provided, however,
that upon the payment and performance in full of all of Borrower's Obligations with respect to a Facility Contract, the Loan Documents applicable to such Facility Contract and such Facility Equipment
shall automatically terminate. Lender shall execute and deliver to Borrower such UCC termination statements and other instruments as may be necessary to release the applicable Lender Lien(s) in the
related Collateral, and shall return all items of chattel paper to Borrower with respect thereto.

ARTICLE IV    CONDITIONS OF CLOSING; ADVANCES

4.1 Conditions
of Closing. The Closing shall not take place unless all of the conditions set forth in this Section 4.1 have been satisfied in a manner, form and
substance satisfactory to Lender:



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4.2 Procedures
for and Conditions to Advances



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ARTICLE V    REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants to Lender as follows:

5.1 Organization,
Power, Authority, etc. Borrower (i) is duly organized, validly existing and in good standing under the laws of the State of Nevada,
(ii) is qualified to do business in every jurisdiction in which the character of the Property owned or leased by it or the business conducted by it makes such qualification necessary and the
failure to so qualify would permanently preclude Borrower from enforcing its rights with respect to any Facility Contract or Facility Equipment or would expose Borrower to any material loss or
liability, (iii) has the power and authority to carry on its business, (iv) has the power and authority to execute and perform this Agreement and the other Loan Documents, and
(v) has duly authorized the execution, delivery and performance of this Agreement and the other Loan Documents.

5.2 Validity,
etc., of Loan Documents. This Agreement and the other Loan Documents constitute the legal, valid and binding obligations of Borrower and are enforceable
against Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by equitable principles (whether or not any action to enforce such document is brought at law or in equity). The execution, delivery and performance of
the Loan Documents by Borrower (i) has not violated and will not violate any provision of law, any order of any Governmental Body, or the Certificate of Incorporation or Bylaws of Borrower (or
the equivalent of the foregoing if Borrower is not a corporation), or any indenture, agreement or other instrument to which Borrower is a party, (ii) is not in conflict with, will not result in
a breach of or, with the giving of notice, or the passage of time, or both, will not constitute a default under any such indenture, agreement or other instrument, and (iii) will not result in
the creation or imposition of any Lien of any nature whatsoever upon any of the Property of Borrower, for Permitted Liens.

5.3 Other
Agreements. Borrower is not a party to any agreement or instrument materially adversely affecting its present or proposed business, properties, or assets, and
Borrower is not in default in the performance, observance or fulfillment of any material obligation, covenant or condition set forth in any agreement or instrument to which it is a party, which
default would have a material adverse effect on the ability of Borrower to consummate any of the transactions contemplated by the Loan Documents or to perform any of its obligations under any of the
Loan Documents.

5.4 Principal
Place of Business. The principal place of business of Borrower and its chief executive office are at 6171 McLeod Drive, Las Vegas, Nevada 89120. Borrower
has not done business under any name other than PDS Financial CorporationNevada.

5.5 Priority.
The Lender Lien is subject to no prior Liens other than Permitted Liens, and all Borrower Liens have been or will be assigned to Lender pursuant to an
Assignment.

5.6 Financial
Statements. Borrower has delivered to Lender the financial statements described on Schedule 2. Such financial statements present fairly the
financial condition and results of operations of Borrower as of the dates and for the periods indicated therein. All of the foregoing financial statements, except as otherwise indicated therein, have
been prepared in accordance with GAAP.

5.7 Litigation.
Except as set forth in Schedule 3, there are no actions, suits, arbitrations, proceedings or claims (whether or not purportedly on behalf of
Borrower) pending or to the best knowledge of Borrower, threatened, against Borrower or maintained by Borrower, at law or in equity or before any Governmental Body which, if adversely determined,
would have a material adverse effect on the ability of Borrower to consummate any of the transactions contemplated by the Loan Documents or perform any of its obligations under any of the Loan
Documents.

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5.8 Necessary Property. Borrower has all necessary rights in its Property (including all patents or trademarks) which are necessary to conduct the business of Borrower
as now conducted.

5.9 Validity
and Enforceability of Contracts. At the time a Contract is assigned to Lender (and thereupon becomes a Facility Contract) and, unless expressly limited to
that point in time, at all future times with respect to each of the Facility Contracts, all rights assigned as part of the Facility Contracts, including without limitation all Facility Equipment
covered thereby:



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ARTICLE VI    AFFIRMATIVE COVENANTS

Borrower covenants and agrees with Lender as follows:

6.1 Payment
of Borrower's Obligations. Borrower shall pay and perform all of Borrower's Obligations as and when the same become due, payable and/or performable, as
applicable.

6.2 Preservation
of Existence. Borrower shall maintain its existence and rights in full force and effect to the extent necessary to perform its obligations under the
Loan Documents.

6.3 Legal
Requirements. Borrower (i) promptly and faithfully shall comply with, conform to and obey all applicable present and future laws, ordinances, rules,
regulations and other requirements that could materially adversely affect the conduct of its operations, including, but not limited to, maintain its gaming licenses in the States where it is currently
operating its business, and (ii) shall use or cause the portion of the Collateral consisting of Facility Equipment to be used in a manner and for the use contemplated by the manufacturer
thereof, and in material compliance with all laws, rules and regulations of every Governmental Body having jurisdiction over such Facility Equipment.

6.4 Financial
Covenants, Statements and Other Reports.



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6.5 Removal
of Facility Equipment. Promptly after a Responsible Officer learns that any Facility Equipment has been moved by a End-User from one location to
another, Borrower will inform Lender or will cause such End-User to inform Lender of such move and will execute such additional financing statements as Lender reasonably may request.

6.6 Damage
to Equipment. Promptly after a Responsible Officer learns that any Facility Equipment is damaged, and if such Facility' Equipment can be repaired in
accordance with the terms of the applicable Facility Contract so as to restore the same to good and working order, Borrower shall cause such repairs to be made in accordance with the terms of such
Facility Contract.

6.7 Books
and Records; Inspections.



6.8 Maintenance.
Borrower, pursuant to the applicable Facility Contracts shall cause all Facility Equipment to be maintained and serviced so as to keep such Facility
Equipment in good operating condition, ordinary wear and tear from normal use excepted.

6.9 Notice
of Defaults; Change in Business and Adverse Events. Borrower, immediately after any Responsible Officer becomes aware thereof, shall give Lender written
notice of the occurrence of (i) any Event of Default or any Incipient Default, accompanied by a statement of such Responsible Officer setting forth what action Borrower proposes to take in
respect thereof, (ii) any change in the
(A) executive officers or key employees of Borrower, or (B) location of the chief place of business of Borrower or any sale or purchase outside the regular course of business of
Borrower, (iii) any event which may have a material adverse effect on the (A) enforceability of the Lender Lien or (B) ability of Borrower to perform any of its obligations under
any of the Loan Documents, (iv) any material default in payment or performance by Borrower or any End-User under any Facility Contract or (v) any material damage to or
irreparable malfunction of any Facility Equipment.

6.10  Insurance/Maintenance.
All Facility Equipment shall be covered by comprehensive physical damage insurance for the full insurable value thereof
unless otherwise mutually agreed to by Borrower and Lender, and general public liability, coverage, and Borrower and/or its assigns, including collateral assigns, shall be named and continue to be
named as "Loss Payee" and "Additional Insured" as its interests may appear. Said insurance shall continue to be in full force and effect, and shall not lapse or be cancelled by the
End-Users. Borrower, pursuant to the applicable Facility Contract, will cause the End-User under each Facility Contract to maintain all Facility Equipment in accordance with
the terms of all insurance policies which are or may be in effect with respect thereto so as not to alter or impair any of the benefits or coverage to which Borrower or the applicable
End-User is entitled under any such insurance policies.

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6.11  Taxes. Borrower shall pay or, pursuant to each Contract, shall cause the End-User thereunder to pay promptly when due all taxes,
levies, and governmental charges upon or relating to Facility Equipment for which Borrower or the applicable End-User is or may be liable.

6.12  Contracts.
With respect to each of the Contracts, Borrower shall: (i) perform all acts necessary to preserve the validity and enforceability
of each such Contract; (ii) take all actions reasonably necessary to assist Lender in collecting when due all amounts owing to Borrower with respect to each such Contract; (iii) at all
times keep accurate and complete records of performance by Borrower and the End-User under each such Contract; and (iv) upon request of Lender verify with the End-User
under each Facility Contract the payments due to Borrower under such Facility Contract except that (A) prior to the occurrence of a Borrower Event of Default or Incipient Default such requests
shall not occur any more frequently than once each year and (B) after the occurrence and during the continuation of an Incipient Default or a Borrower Event of Default such requests may occur
as often as Lender shall require.

ARTICLE VII    NEGATIVE COVENANTS

Until Borrower's Obligations are paid and performed in full, Borrower shall not:

7.1 Liens.
Create or incur or suffer to exist any Lien on the Collateral other than Permitted Liens.

7.2 Borrowing.
Create, incur, assume or suffer to exist any indebtedness which is secured by Liens on the Collateral other than the Advances or Permitted Liens.

7.3 Modifications
of Facility Contracts. Without the prior, written consent of Lender; amend, supplement, modify, compromise or waive any of the terms of any Facility
Contract if the effect of such amendment, supplement, modification, compromise or waiver is to (A) reduce or waive the amount of any payment thereunder, (B) extend the term thereof or
(C) waive any provisions thereof with respect to taxes, insurance or maintenance.

7.4 Maintenance
of Perfected Lender Lien. Change the location of its chief executive office or principal place of business, except if Borrower has (i) given
Lender at least 30 days prior written notice thereof and (ii) caused to be filed all UCC financing statements which in the opinion of Lender are necessary or advisable to maintain the
perfection of the applicable Lender Lien.

7.5 Merger
and Acquisition. Without the prior, written consent of Lender, which consent will not be unreasonably withheld or delayed, consolidate with or merge into any
Person, or acquire all or substantially all of the stock or Property of any Person, which would have a material adverse effect on Borrower's ability to repay this loan as determined by Lender.

7.7 Sale
or Transfer of Assets. Sell, lease, assign, exchange, transfer or otherwise dispose of any Property except (i) dispositions of Property (other than
Equipment), which is not necessary to the continued operation of the business of Borrower, (ii) disposition of the real estate now owned or hereafter acquired by Borrower, provided no Incipient
Default or Event of Default is in existence or will occur as a result of the consummation of any such sale, (iii) the leasing of real property, (iv) dispositions of Property in the
ordinary course of Borrowers business, or (v) disposition of any obsolete or unusable Property, provided that if such Property is necessary to the continued operation of the business of
Borrower, such Property promptly is replaced with Property of like function and value to such Property when the same was not obsolete or unusable, as applicable, which would have a material adverse
effect on Borrower's ability to repay this loan as determined by Lender.

7.8 Delinquency
Covenant. Allow Facility Contract Total Delinquency to be greater than twelve percent (12%) of the Aggregate Portfolio Outstandings, i.e. at the end of
any calendar month, the total

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outstanding balances to Borrower of all Facility Contracts that have outstanding payments 30 days or more past due, divided by the total outstanding balances on all Facility Contracts.

7.9 Transactions
with Affiliates. Except for (i) transactions in the normal course of business, which transactions comply with the provisions of clauses
(y) and (z) of this Section 7.9, and (ii) purchases of Equipment from PDS Gaming Corporation, which purchases shall comply with the provisions of clauses (y) and
(z) of this Section 7.9, Borrower shall not sell, lease, assign, transfer or otherwise dispose of any Property to any Affiliate or lease Property, render or receive services or purchase
assets from any Affiliate, except with the prior written consent of Lender, which consent shall not unreasonably be withheld or delayed, and except that Borrower may enter into any such transaction
with any such Affiliate in the ordinary course of business if (y) the monetary or business consideration arising therefrom would be substantially as advantageous to Borrower as the monetary or
business consideration which could be obtained by Borrower in a comparable arm's-length transaction with a Person which is not an Affiliate and (z) no other provision of this Agreement would be
violated as a result thereof.

ARTICLE VIII    BORROWER AND CONTRACT EVENTS OF DEFAULTDEFINITIONS AND REMEDIES

8.1 Borrower
Events of DefaultDefinition. The occurrence of any of the following shall constitute a Borrower Event of Default hereunder:



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8.2 Borrower
Events of DefaultRemedies. If a Borrower Event of Default shall have occurred, and has not been cured by Borrower (or by Lender, at its
option) within an applicable cure period, or a Material Adverse Change occurs of the type set forth in Section 4.1.7 (i) or (ii), then Lender shall have the right to do any or all of the
following:



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Provided
the End User is not in default under a Facility Contract, Lender shall not take any action or exercise any right that would disturb any End-User's full and quiet
enjoyment of all of such End-User's rights under that Facility Contract. Lender will give Borrower reasonable notice of the time and place of any public sale of any Collateral or of the
time after which any public or private sale of such Collateral or any other intended disposition thereof is to be made. Unless otherwise provided by law, the requirement of reasonable notice shall be
met if such notice is delivered at least ten (10) days before, or mailed, postage prepaid, to Borrower, at least twenty (20) days before the time of such sale or disposition.

All
actual costs and expenses incurred by Lender in connection with the enforcement and/or exercise of any of its rights or remedies (including, without limitation, reasonable
attorneys fees) hereunder shall (i) be payable by Borrower to Lender immediately upon demand, (ii) constitute a portion of Borrower's Obligations and (iii) be secured by the
Lender Lien.

8.3 Contract
Events of Default.



8.4 Power
of Attorney. In order to permit Lender to exercise the rights and remedies set forth herein, Borrower hereby irrevocably appoints Lender as its
attorney-in-fact and agent with full power of

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substitution, in the name of Lender or in the name of Borrower, to perform any of the following acts upon the occurrence of a Borrower Event of Default, subject to all mandatory provisions of law,
including without limitation, the Gaming Laws: (i) receive, open and examine all mail addressed to Borrower and retain any such mail relating to the Collateral and return to Borrower only that
mail which is not so related; (ii) endorse the name of Borrower on any checks or other instruments or evidences of payment or other documents, drafts, or instruments arising in connection with
or pertaining to the Collateral, to the extent that any such items come into the possession of Lender; (iii) compromise, prosecute or defend any action, claim, or proceeding concerning the
Collateral; (iv) perform any and all acts which Borrower is obligated to perform under the Loan Documents; (v) exercise such rights as Borrower might exercise with respect to the
Collateral, including, without limitation, the leasing or other utilization thereof and the collection of any such rents or other payments applicable thereto; (vi) give notice of the existence
of the Lender's Lien, including, without limitation, notification to End-Users and/or other account debtors of the existence of such Lender's Lien with respect to the rents and other
payments due to Borrower relative to the Collateral; or (vii) execute in Borrower's name and file any notices, financing statements and other documents or instruments Lender determines are
necessary or required to carry out fully the intent and purpose of the Loan Documents or to perfect the Lender Lien. Borrower hereby ratifies and approves all that Lender shall do or cause to be done
by virtue of the power of attorney granted herein and agrees that neither Lender nor any of Lenders employees, agents, officers, or its attorneys will be liable for any acts or omissions or for any
error of judgment or mistake of fact or law made while acting in good faith pursuant to the provisions of this subparagraph, unless such act, omission, error of judgment or mistake of fact or law is
determined by a court of competent jurisdiction in a decision which no longer is subject to appeal to be the result of the gross negligence or the willful or wanton misconduct of Lender or any such
employees, agents, officers or attorneys of Lender. The appointment of Lender as Borrower's attorney-in-fact is a power coupled with an interest, and therefore shall remain
irrevocable until all of Borrower's Obligations have been paid and performed in full.

8.5 Expenses.
All actual costs and reasonable expenses incurred by Lender in connection with the enforcement and/or exercise of any of its rights or remedies
(including, without limitation, reasonable attorneys fees) hereunder shall (i) be payable by Borrower to Lender immediately upon demand, (ii) constitute a portion of Borrower's
Obligations and (iii) be secured by the Lender Lien.

8.6 Application
of Funds. Any funds received by Lender pursuant to the exercise of any rights accorded to Lender pursuant to or by the operation of any of the terms of
any of the Loan Documents shall be applied by Lender in the following order of priority:



ARTICLE IX    MISCELLANEOUS

9.1 Rights,
Remedies and Powers. Each and every right, remedy and power granted to Lender hereunder shall be cumulative and in addition to any other right, remedy or
power not specifically granted herein or now or hereafter existing in equity, at law, by virtue of statute or otherwise and may be exercised by Lender from time to time concurrently or independently
as open and in such order as

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Lender may deem expedient. Any failure or delay on the part of Lender in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as
a waiver thereof or affect Lender's right thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise
thereof or
the exercise of any other right, remedy or power. Acceptance of payments in arrears shall not waive or affect any right to accelerate Borrower's Obligations.

9.2 Modifications.
Waivers and Consents. Any modification or waiver of any provision of this Agreement, or any consent to any departure by Borrower therefrom, shall not
be effective in any event unless the same is in writing and signed by Lender, and then such modification, waiver or consent shall be effective only in the specific instance and for the specific
purpose given. Any notice to or demand on Borrower in any event not specifically required of Lender hereunder shall not entitle Borrower to any other or further notice or demand in the same, similar
or other circumstances unless specifically required hereunder.

9.3 Communications.
All notices, consents, approvals and other communications under the Loan Documents shall be in writing and shall be (i) delivered in person,
(ii) sent by telephonic facsimile ("FAX") or (iii) mailed, postage prepaid, either by (A) registered or certified mail, return receipt requested, or (B) overnight express
carrier, addressed in each case as follows:

To Lender:

Sun West Bank
Attention: Carla Jewell, Vice President
5830 West Flamingo
P.O. Box 81710
Las Vegas, NV 89180-1710
FAX No.: (702) 949-2288To Borrower:

PDS Gaming CorporationNevada
Attention: Peter Cleary, President
6171 McLeod Drive
Las Vegas, Nevada 89120
FAX No.: (702) 736-0700


or
to such other address, as to either of the parties hereto, as such party shall designate in a written notice to the other party, hereto. All notices sent pursuant to the terms of this
Section 9.3 shall be deemed received (i) if sent by FAX during regular business hours on the day sent if a Business Day, or if such day is not a Business Day (or a Business Day after
regular business hours), then on the next Business Day, (ii) if sent by overnight, express carrier, on the next Business Day immediately following the day sent, or (iii) if sent by
registered or certified mail, on the fifth Business Day following the day sent.

9.4 Severability.
If any provision of this Agreement is prohibited by, or is unlawful or unenforceable under, any applicable law of any jurisdiction, such provision, as
to such jurisdiction, shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof; provided,
however, that where the provisions of any such applicable law may be waived, they hereby are waived by Borrower to the full extent permitted by law so that this Agreement shall be deemed to be an
agreement which is valid and binding in accordance with its terms.

9.5 Survival.
The warranties, representations, covenants and agreements set forth herein shall survive the making of the Advances and the execution and delivery of the
Loan Documents and shall continue in full force and effect until Borrower's Obligations have been paid and performed in full.

9.6 Attorneys'
Fees and Other Expenses. Borrower agrees to pay to Lender on demand any actual out-of-pocket costs or expenses, together with
reasonable attorneys' fees, incurred by Lender in

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connection with the enforcement or collection against Borrower of any provision of any of the Loan Documents, whether or not suit is instituted, including, but not limited to, such actual costs or
expenses arising from the enforcement or collection against Borrower of any provision of any of the Loan Documents in any state or Federal bankruptcy or reorganization proceeding.

9.7 Indemnity.
Borrower agrees to indemnity and save Lender and its successors, assigns, agents and servants harmless of and from any claims, actions, suits, losses,
costs, liabilities, damages or expenses including actual expenses and reasonable attorneys' fees) incurred by Lender in connection with the transactions contemplated by this Agreement, including
without limitation: (i) any loss, cost, liability, damage or expense (including actual expenses and reasonable attorneys' fees) incurred in connection with the Facility Contracts;
(ii) the delivery, ownership, alteration, operation, maintenance, return or other disposition of the Collateral; (iii) from any documentation deficiencies or changes to the basic format
of the Facility Contract; (iv) from the existence of any party having an interest, lien or claim in the Facility Contract(s), and/or the Facility Equipment covered thereby, and/or the proceeds
thereof which interest, lien or claim is prior to the interest therein assigned to Lender hereby; (v) the construction of Lender and Borrower as having the relationship of joint venturers or
partners, or (vi) the determination that Lender or Borrower has acted as agent for the other Borrower's obligations with respect to the indemnity set forth in this Section 9.7 shall
survive repayment of all amounts due pursuant to the Loan Documents, the cancellation of the Notes and the release and/or cancellation of any and all of the Loan Documents, Lender agrees to promptly
notify Borrower of any matters in respect of which this indemnity may apply. If notified in writing of any action or claim brought or threatened against Lender based on a claim for which Borrower is
to provide indemnity and given full authority, information, and assistance for the defense of same by Lender, Borrower shall, without limitation, defend those actions or claims at its expense and pay
the costs and damages and attorneys' fees awarded in any such action or arising from any such claim, provided that Borrower shall have the right to control the defense and settlement of all such
actions and claims Lender will take all such actions (at the expense of Borrower) as may be reasonably requested by Borrower to assist Borrower in connection with such defense or settlement.

9.8 Binding
Effect. This Agreement shall be binding upon the successors and assigns of Borrower and shall inure to the benefit of the successors and assigns of Lender.

9.9 Assignments:
Participations. Lender shall be entitled to sell, assign or transfer any portion of its interest in the Facility, provided, however, Lender hereby
agrees to deliver to Borrower notice of such proposed sale, assignment or transfer not less than 30 days prior to the proposed date for the consummation thereof, which notice shall include a
description of the financial institution to which such sale, assignment or transfer is proposed to be made. In connection with any such sale, assignment or transfer, Lender may disclose such
information with respect to Borrower, its business and financial affairs and the Facility as Lender reasonably deems necessary, unless any such information which has been provided by Borrower to
Lender is confidential in nature, in which case such confidential information shall not be disclosed without the prior written consent of Borrower, which consent shall not unreasonably be withheld or
delayed.

9.10 Further
Assurances. Each of Borrower and Lender agrees that upon the request of the other party hereto at any time and from time to time after the execution of
this Agreement it shall execute and deliver such further instructions, documents, and certificates and take such further actions as such party reasonably may request

9.11 GOVERNING
LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EXCEPT WITH RESPECT TO ENFORCEMENT OF SECURITY INTERESTS IN GAMING DEVICE GOODS (WHICH SHALL BE
GOVERNED BY THE STATE IN WHICH SUCH GAMING DEVICE GOODS ARE SITUATED), THIS AGREEMENT, EACH OF THE OTHER LOAN DOCUMENTS, AND ANY ASSIGNMENT EXECUTED IN CONNECTION THEREWITH

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SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEVADA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEVADA. BORROWER DOES HEREBY SUBMIT, AT LENDER'S
ELECTION, TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY COURTS (FEDERAL, STATE OR LOCAL) HAVING A SITUS WITHIN THE COUNTY OF CLARK AND THE STATE OF NEVADA WITH RESPECT TO ANY DISPUTE, CLAIM, OR SUIT,
WHETHER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY RELATED NOTE OR ANY OF BORROWER'S OBLIGATIONS OR INDEBTEDNESS HEREUNDER, BORROWER EXPRESSLY WAIVES PERSONAL SERVICE
OF PROCESS AND CONSENTS TO SERVICE BY CERTIFIED MAIL, POSTAGE PREPAID, DIRECTED TO THE LAST KNOWN ADDRESS OF BORROWER, WHICH SERVICE SHALL BE DEEMED COMPLETED WITHIN TEN (10) DAYS AFTER THE
DATE OF MAILING THEREOF. BORROWER HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT THE COUNTY OF CLARK, STATE OF NEVADA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE AS WELL AS ANY
RIGHT IT MAY NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS OFFORUM NON CONVENIENSOR
OTHERWISE THE EXCLUSIVE CHOICE OF FORUM SET FORTH HEREIN SHALL NOT BE DEEMED TO PRECLUDE THE
ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION BY LENDER TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION.

9.12 WAIVER
OF JURY TRIAL. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS WAIVER IS INTENDED TO BE EFFECTIVE WITH RESPECT TO ALL DISPUTES WHICH ARISE OUT OF ANY OF THE LOAN DOCUMENTS OR PERTAIN TO THE TRANSACTIONS
CONTEMPLATED THEREBY. THIS WAIVER IS IRREVOCABLE, AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SUCH WAIVER SET FORTH HEREIN SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

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This Agreement has been executed and delivered by each of the parties hereto by a duly authorized officer of each such party on the date first set forth above.

|SUN WEST BANK |  | PDS GAMING CORPORATIONNEVADA
|------------- |  | -----------------------------
|By:           |  | /s/CARLA JEWELL              
|Its:          |  | VP/Commercial Loan Officer   

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