Exhibit 10.2

LOAN AGREEMENT    By and Among    PDS GAMING CORPORATION,    PDS GAMING CORPORATION-NEVADA,    PDS FINANCIAL CORPORATION-MISSISSIPPI,    PDS GAMING CORPORATION-COLORADO,    and    BREMER BUSINESS FINANCE CORPORATION

DATED AS OF AUGUST 6, 2001

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MASTER LOAN AGREEMENT

THIS AGREEMENT is made as of August 6, 2001, by and among PDS GAMING CORPORATION, a Minnesota corporation ("PDS"), PDS GAMING CORPORATION-NEVADA, a
Nevada corporation ("PDS-Nevada"), PDS FINANCIAL CORPORATION-MISSISSIPPI, a Mississippi corporation ("PDS-MS"), and PDS GAMING CORPORATION-COLORADO, a Colorado corporation
("PDS-CO") (PDS, PDS-Nevada, PDS-MS and PDS-CO are jointly and severally, the "Borrower") and Bremer Business Finance Corporation, a Minnesota
corporation (the "Lead Lender").

RECITALS

A.  Whereas,
Borrower has requested that Lead Lender make available to Borrower a multiple advance credit facility in an aggregate principal amount of Five Million One
Hundred Fifty Thousand and 00/100 Dollars ($5,150,000.00) (the "Loan") evidenced by a promissory note of Borrower in favor of Lead Lender (the "Note"); and

B.  Whereas,
the Loan is secured by a Master Security Agreement dated the date hereof between Borrower and Lender (as such Master Security Agreement may be amended from
time to time, the "Security Agreement").

C.  Whereas,
pursuant to a Participation Agreement of even date herewith among the Lead Lender and various loan participants in the Loan (the "Participants"), the
Participants have appointed the Lead Lender as servicer for the performance of certain duties called for in this Agreement.

D.  Lead
Lender is willing to make advances under the Loan to Borrower upon the terms and subject to the conditions set forth herein.

NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:

1.Definitions.



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2.The Credit Facility.Subject to and upon the terms and conditions hereof, and in reliance upon the
representations and warranties of the Borrower herein, Lender will make the Loan to Borrower in multiple advances (each an "Advance") from time to time, at such time and in such amount as to each
"Advance Request" (as defined in Section 3) as Borrower may request up to but not exceeding an aggregate principal amount of $5,150,000.00 for the purpose of funding Contracts to certain
Obligors, and to pay all related transaction costs. The Loan will be advanced based on multiple Advance Requests (as hereafter defined) but will not be a revolving credit facility and Borrower may not
borrow, repay and re-borrow amounts advanced. Advances will be made from the "Escrow", as defined in
Section 3. The Advance amount of any Advance Request shall not exceed ninety percent (90%) of the Equipment Value of each Contract identified in the respective Advance Request, or of all the
Contracts identified in each such Advance Request, and each Advance Request shall support an Advance in an amount not less than five hundred thousand dollars ($500,000). Each Contract shall support an
Advance in an amount not less than $500,000; provided, however, that up to eight (8) Contracts identified on all Advance Requests submitted hereunder may support Advances in an amount of
$250,000 to $500,000. The Loan shall bear interest at the rate of ten and a half percent (10.5%) per annum. The Loan shall be payable over a thirty-six (36) month term. Commencing
September 1, 2001 and continuing on each Installment Payment Date (as defined in the Note) thereafter, Borrower shall pay installments of principal and interest equal to the Required Payment
Amount; provided that the unpaid principal balance of the Note, interest accrued thereon and all charges payable pursuant to the terms of the Note shall become due and payable in full on the earlier
to occur of the following: (i) the Maturity Date, (ii) the occurrence of an Event of Default and (iii) the Installment Payment Date (as defined in the Note) next following the
Installment Payment Date on which the unpaid principal

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balance of the Note declines below $25,000. Any prepayments made on any Contract shall be used to prepay the Loan to the extent required by the Security Agreement. The Note may be prepaid in whole or
in part at any time, provided that any prepayment shall be made on thirty (30) days' advance written notice to Lead Lender and shall be made only on a regularly scheduled Installment Payment
Date and any partial prepayment shall be made in denominations of no less than $100,000. After a prepayment, the then outstanding principal balance and accrued interest will be reamortized over the
period remaining between the date of prepayment and the Maturity Date. All amounts paid in respect of the Note shall be applied in accordance with the Note and the Security Agreement. All payments and
prepayments of the principal of and interest on the Loan shall be made by Borrower to Lead Lender pursuant to the terms of the Note and the other Loan Documents, and shall be made by wire transfer in
accordance with Lead Lender's instructions.

3.Borrowing Procedure and Disbursement of Loan Proceeds.On the date hereof, Lead Lender has disbursed
to Borrower $            for payment of closing costs for the Loan. The balance of the Loan in the amount of $            will be
advanced under the Note and deposited in an interest
bearing account with or maintained by Lead Lender (the "Escrow"). Each time Borrower desires to obtain a disbursement from the Escrow, Borrower shall submit to Lead Lender a written advance request,
duly signed by Borrower, substantially in the form ofExhibit Cattached hereto (each an "Advance Request"). Each Advance Request shall be
submitted by the Borrower to Lead Lender at least five (5) business days prior to the date of the requested Advance. Each Advance Request shall specify (i) the advance date (which shall
be a business day), (ii) the Equipment being acquired or financed therewith and the Equipment Value thereof, (iii) the terms of and parties to the Contract(s) to which such Equipment
will be sold or leased, and (iv) the amount of the requested Advance, and shall set forth the information requested therein. Unless Lead Lender reasonably determines any applicable condition
specified in this Agreement has not been satisfied, Lead Lender will make the amount of the requested Advance available to Borrower at Lead Lender's principal office in St. Paul, Minnesota, not later
than 5:00 p.m., St. Paul time, on the requested advance date. Borrower shall be obligated to repay the Loan notwithstanding the fact that the person requesting any Advance was not in fact
authorized to do so. The proceeds of the Loan will be advanced or disbursed to Borrower as described herein upon delivery to Lead Lender of the following documents or other items:



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4.Representations and Warranties of Borrower.In order to induce Lead Lender to advance the proceeds
of the Loan, pursuant to Advance Requests, Borrower (and each Borrower, as applicable) hereby represents and warrants to Lead Lender as follows:



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If to Borrower:

PDS Gaming Corporation
PDS Gaming Corporation-Nevada
PDS Financial Corporation-Mississippi
PDS Gaming Corporation-Colorado
6171 McLeod Drive
Las Vegas, NV 89120
Attn:  Peter D. Cleary, President
Telephone:  (702) 736-0700
Fax:  (702) 740-8692If to Lead Lender:

Bremer Business Finance Corporation
445 Minnesota Street, Suite 2000
St. Paul, MN 55101
Attn:  Jennifer Senecal
Fax:  (651) 312-3750




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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the proper officers thereunto duly authorized on the day and year first above written.

|(Lead Lender)                   |                     | PDS GAMING CORPORATION       
|------------------------------- | ------------------- | -----------------------------
|By:                             |                     |                              
|                                |                     |                              
|Print Name:                     |                     |                              
|                                |                     |                              
|Its:                            |                     |                              
|                                |                     |                              
|PDS GAMING CORPORATIONCOLORADO |                     | PDS GAMING CORPORATIONNEVEDA
|By:                             | /s/ JOHAN P. FINLEY |                              
|                                |                     |                              
|Print Name:                     | Johan P. Finley     |                              
|                                |                     |                              
|Its:                            | CEO                 |                              
|                                |                     |                              
|                                |                     |                              
|                                |                     |                              
|                                |                     |                              
|                                |                     |                              
|                                |                     |                              
|                                |                     |                              

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