[U.S. BANK LOGO]

Exhibit 10.1

PROMISSORY NOTE

|Principal                                                                                                                                   |  | Loan Date  |  | Maturity   |  | Loan No   |  | Call |  | Collateral |  | Account    |  | Officer |  | Initials
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- |  | ---------- |  | --------- |  | ---- |  | ---------- |  | ---------- |  | ------- |  | --------
|$3,500,000.00                                                                                                                               |  | 05-14-2001 |  | 05-01-2002 |  | 849-18/26 |  |      |  | 140        |  | 6608780924 |  | SLM52   |  |         
|References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

|Borrower: |  | PDS GAMING CORPORATION; ET. AL.
6171 MCLEOD DRIVE
LAS VEGAS, NV 89120 |  | Lender: |  | U.S. BANK NATIONAL ASSOCIATION
Commercial Services Group
2300 W. Sahara, Suite 200
Las Vegas, NV 89102
|--------- |  | --------------------------------------------------------------------- |  | ------- |  | ------------------------------------------------------------------------------------------------------

|Principal Amount: $3,500,000.00 |  | Date of Note: May 14, 2001
|------------------------------- |  | --------------------------

PROMISE TO PAY. PDS GAMING CORPORATION and PDS GAMING CORPORATIONNEVADA (referred to in this Note individually and
collectively as "Borrower") jointly and severally promise to pay to U.S. BANK NATIONAL ASSOCIATION ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three
Million Five Hundred Thousand & 00/100 Dollars ($3,500,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on May 1, 2002. In addition,
Borrower will pay regular monthly payments of accrued unpaid interest beginning June 15, 2001, and all subsequent interest payments are due on the same day of each month after that.The annual interest rate for this Note
is 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. Borrower will pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.

VARIABLE INTEREST RATE.The interest rate on this Note is subject to change from time to time based on changes in an Index which is the prime rate (the
"Index"). The unpaid principal balance will bear interest at an annual rate equal to the percentage point described below plus the prime rate announced by the Lender. Lender will tell Borrower the
current Index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The interest rate change will not occur more often than each time that the
prime rate changes.The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 0.750 percentage points over the
Index.NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT.Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.

Except
for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower
of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, they will reduce the principal balance due.

DEFAULT.Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks
any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to
this Note, or in any other agreement or loan Borrower has with Lender. (c) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or
any of the Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at
the time made or furnished. (e) Borrower becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (f) Borrower is in
default under any other note, security agreement, lease agreement or lease schedule, loan agreement or other agreement, whether now existing or hereafter made, between Borrower and U.S. Bancorp or any
direct or indirect subsidiary of U.S. Bancorp. (g) Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security interest. This includes a garnishment of
any of Borrower's accounts with Lender. (h) Any guarantor dies or any of the other events described in this default section occurs with respect to any guarantor of this Note. (i) A
material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the indebtedness is impaired. (j) Lender in good faith deems
itself insecure.

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LENDER'S RIGHTS.Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due,
without notice, and then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the
variable interest rate on this Note to 5.750 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to
help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. This Note has been delivered to Lender and
accepted by Lender in the State of Nevada. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction
of the courts of Clark County, the State of Nevada (Initial Here MV). Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Lender or Borrower against the other. This Note shall be governed by and construed in accordance with the laws of the State of Nevada.

RIGHT OF SETOFF.Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone
else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts.

LINE OF CREDIT.This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may
be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums
either: (a) advanced in accordance with the instructions of an authorized person or (b) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this
Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if:
(a) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (b) Borrower or any guarantor ceases doing business or is insolvent; (c) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
guarantor's guarantee of this Note or any other loan with Lender; (d) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or
(e) Lender in good faith deems itself insecure under this Note or any other agreement between Lender and Borrower.

LATE CHARGE.If a payment is 15 days or more past due, Borrower will be charged a late charge of 5% of the delinquent payment.

PRIOR NOTE, RENEWAL AND EXTENSION.This Note is given in renewal and extension and not in novation of the following described indebtedness: That certain
Promissory Note dated December 19, 2000, in the amount of $3,500,000.00 executed by Borrower payable to Lender. It is further agreed that all liens and security interest securing said
indebtedness are hereby renewed and extended to secure the Note and all renewals, extensions and modifications thereof.

GENERAL PROVISIONS.Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower: (a) make one or more additional secured or unsecured loans or otherwise extend additional credit;
(b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral;
(d) apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreements, as
Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other borrower. Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and
unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in
the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

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[TEXT CUT OFF AT TOP OF PAGE]

|Loan No 849-18/26 |  | (Continued)
|----------------- |  | -----------

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH
BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

|PDS GAMING CORPORATION                     |  |                                              
|------------------------------------------ |  | ---------------------------------------------
|By:                                        |  | /s/MARTIE VLCEK, CFOAuthorized Officer, Title
|PDS GAMING CORPORATIONNEVADA, Co-Borrower
|By:                                        |  | /s/MARTIE VLCEK, CFOAuthorized Officer, Title
|LENDER:                                    |  |                                              
|U.S. BANK NATIONAL ASSOCIATION             |  |                                              
|By:                                        |  | /s/KENT MORISHIGEAuthorized Officer          

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