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                                EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into 
this 9th day of March, 1999, by and between PDS FINANCIAL CORPORATION a 
Minnesota Corporation, ("Employer"), and  Joe S. Rolston, IV ("Employee"), 
and shall become effective on the 29th day of March, 1999.
                                          
                                    WITNESSETH:

       WHEREAS, Employer is in the business of providing equipment financing 
and related financial advisory services to gaming and gaming related 
businesses throughout the United States and Internationally, and 
reconditioning and buying and selling used slot machines; and

       WHEREAS, Employer desires to secure the benefits of Employee's 
continued services as well as the benefits of Employee's background, 
knowledge, experience, ability, and expertise to promote and maintain 
Employer's growth, viability and profitability; and

       WHEREAS, Employee is desirous of being employed by Employer in 
accordance with the terms and conditions set forth herein;

       NOW THEREFORE, in consideration of the mutual covenants and agreements 
herein contained and other good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the parties do hereby agree as 
follows:

I.     NATURE OF EMPLOYMENT AND DUTIES OF EMPLOYEE

       1.01   Employee is hired and shall serve as Vice President and General
              Counsel with duties, powers and responsibilities consistent with
              such position, as set forth on EXHIBIT 1 attached hereto and
              incorporated herein by this reference.  Employee shall do and
              perform all services, acts or things necessary or advisable to
              manage and conduct the business of Employer, as set forth in
              EXHIBIT 1. Employee agrees to devote substantially his full
              energies, abilities and productive time to the Employer's business
              and to the performance of his assigned duties, to discharge those
              duties in a diligent and professional manner, and not to engage in
              any other activities that would materially interfere with the
              performance of his duties under this Agreement or engage in any
              activity competitive with or adverse to the Employer's business or
              welfare.

              Employer may assign Employee to another position commensurate with
              Employee's training, skills or experience so long as the position
              is acceptable to both parties and compensation paid to Employee is
              equal to or greater than the compensation provided in this
              Agreement.

II.    TERM OF EMPLOYMENT

       2.01   Employer hereby employs the Employee and Employee hereby agrees to
              his employment with the Employer for a period of three (3) years
              commencing as of the Date of this Agreement.

       2.02   As used herein, the phrase "Employment Term" refers to the entire
              period of employment, including the Initial Employment Term and
              any extensions agreed to by the mutual consent of Employer and
              Employee.

       2.03   Renewal of Employment Term - The Employment Term shall
              automatically renew for consecutive additional periods of one (1)
              year unless at least thirty (30) days prior to the expiration of
              the Initial Employment Term or any extension thereof either party
              shall notify the other in writing of its decision to not renew the
              Agreement.

III.   TERMINATION

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       3.01   Notwithstanding the specific provisions of Section II above, the
              Employment Term may be terminated as set forth herein:

       3.02   Termination for Cause - Employer may terminate the Employment Term
              at any time without notice upon the occurrence of any of the
              following events:

              (i)    Death of Employee; or

              (ii)   The conviction of Employee in a court of law of any offense
                     involving money or other property or of any crime that
                     constitutes a felony, or any misdemeanor involving moral
                     turpitude; or

              (iii)  A determination by a licensed physician of the state of
                     which Employee maintains his permanent residence that
                     Employee is mentally incompetent or chemically dependent;
                     or 

              (iv)   Employee's repeated and/or willful violation of specific
                     written directions of the Board of Directors, or the
                     President of Employee, or policies set forth in Employer's
                     Employee Handbook, or other policies of the Employer;  or

              (v)    Employee's repeated and/or willful failure to perform his
                     job duties after written notice by the Employer's CEO,
                     President or Board of Directors; or

              (vi)   A determination that any statement, representation or
                     warranty made to Employer by Employee shall be false or
                     misleading; or

              (vii)  Employee's inability to perform a substantial portion of
                     his usual and customary duties, because of illness or
                     sickness for a total of 45 days within any period of 12
                     consecutive months; or

              (viii) A determination by Employer's President or Board of
                     Directors that Employee has engaged in any conduct which
                     jeopardizes Employer's federal, state, sovereign, or local
                     governing authority licensing or other approvals deemed
                     material by Employer.

              (ix)   inability or failure to obtain and/or retain requisite
                     licenses, permits and authorizations required by the
                     various gaming jurisdictions of individuals for the
                     position of Vice President/General Counsel.

       3.03   Termination by Employee - Employee shall have the right to
              terminate the Employment Agreement upon the insolvency or
              bankruptcy of Employer.  Employee may terminate this Agreement
              with a thirty (30) days notice in the event that any person, group
              of entity acquires a 50% or more equity position, proxy control or
              management control that in fact results in a material diminution
              or loss of Employee's authority or management prerogatives.  If
              employee terminates this Agreement because of such action,
              Employee shall be entitled to one (1) years  Base Compensation in
              effect at the time of said action.  The amount shall be payable in
              a single payment due within 30 days of completion of the sale. 

       3.04   Termination Without Cause - Employer shall have the right to
              terminate the Employment Term at any time and for any reason with
              or without cause upon Thirty (30) days written notice to Employee.
              In the event of such termination without cause, and only under
              these circumstances, Employer shall pay to Employee a Severance
              Benefit equal to one (1) years Base Compensation to be paid on the
              last day of the notice period.

       3.05   Termination by Mutual Consent - The Employment Term may be
              terminated at any time with the mutual consent of Employer and
              Employee, and upon mutually acceptable terms.

IV.    COMPENSATION

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       4.01   Base Salary - Employee shall receive a Base Salary equal to
              $10,416.00 per month, payable in equal installments on the
              fifteenth and last day of each month or more often at the election
              of Employer.  Increases in the base salary for subsequent years
              will be based on performance evaluation, profitability, and
              according to percentages to be determined by the Employer's CEO or
              Board of Directors.

       4.02   If PDS Financial Corporation's annual net income exceeds the
              amount approved by the Board of Directors and President, the
              Employer agrees to pay Employee a performance bonus of not less
              than 10% of his annualized Base Compensation. For purposes of
              calculating any performance bonuses referred to herein, Net Income
              shall be determined by the unaudited internal financial statements
              of Employer.  Net Income shall be the net profit after taxes but
              before any distribution to shareholders.  Performance bonuses
              shall be paid by Employer within ten (10) business days after the
              preparation of financial statements of Employer for the periods to
              which such bonuses relate.

       4.03   Employee shall receive a monthly automobile allowance of $400.00
              which will be added to the Base Compensation

       4.04   Employee shall receive a signing bonus of $5,000 payable on his
              first paycheck as a full-time employee.

       4.05   Expenses - Upon submission of proper vouchers or receipts,
              Employer will pay or reimburse Employee for authorized travel or
              entertainment expenses relating to Employer's customers and other
              employees as are reasonably incurred by him in accordance with
              Employer's entertainment expense policies and in connection with
              the business of Employer, during the Term of Employment. Upon
              submission of proper documentation Employer will pay or reimburse
              Employee  for the following employee's fees: Nevada and Clark
              County Bar Association, International Association of Gaming
              Attorneys (IAGA) and Continuing Legal Education (CLE) not to
              exceed $3,000.00 per year.

       4.05   Stock Options - Upon the date of hire Employer will grant to
              Employee options to purchase 40,000 shares of the Employer's
              common stock which shall vest over a Five (5) year period.
              Employee's stock option rights will be more fully defined in a
              separate agreement.

       4.06   Benefits - Employee will be reimbursed for the cost of
              continuation of the employee's coverage under his current medical
              plan until entitled to Employer's medical coverage.  Thereafter,
              employee will be entitled to all benefits as outlined in the
              Employee Handbook which includes insurance, retirement and other
              benefits as are generally available to salaried employees of
              Employer, subject to any limitations on such benefits to officers,
              directors or highly paid employees in order that such benefit
              programs qualify under Federal or State law for favored tax or
              other treatment.  Such benefits may be changed from time to time
              by Employer.  

V.     NONDISCLOSURE OF CONFIDENTIAL INFORMATION

       During the course of his employment, Employee will have knowledge of
       Employer's process, data, techniques, computer software or hardware,
       trade secrets, clients, plans for marketing and expansion, and other
       information that is proprietary in nature with respect to Employer, its
       personnel and the conduct of Employer's business (collectively
       "Confidential Information").   During the Employment Term and following
       the termination of this employment, for whatever reason, Employee agrees
       not to disclose, divulge, make public, or use to the detriment of
       Employer, whether for the benefit of herself or others, any Confidential
       Information except as is permitted or required in the performance of
       Employee's duties for Employer or as is authorized in writing by
       Employer.  Upon termination of Employee's employment, he shall return to
       Employer all Confidential Information in whatever format and including
       any and all copies.  The covenants provided in this Section shall survive
       the termination of Employee's employment and this Agreement.
       

VI.    COVENANT NOT TO COMPETE 

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       6.01   During the Employment Term and for a period of six (6) months
              following the termination of the employment, for whatever reason,
              Employee agrees not, directly or indirectly, to engage in any
              business which is in competition with that of Employer within the
              United States of America or Canada (including federally recognized
              Indian reservations) (the "Territory").  For purposes of this
              provision, Employee will be deemed to engage in a business by
              accepting employment with, rendering service to, or participating
              as a shareholder, director, officer, employee, consultant,
              independent contractor, sales representative or serving in any
              capacity similar to the foregoing on behalf of said business.  A
              business shall be deemed to be in competition with Employer if
              it's primary business is leasing, financing, reconditioning or
              selling used gaming or gambling equipment, or furniture, fixtures
              or equipment designated for use or installation in gambling
              facilities, and/or it engages in origination or securitization of
              leases involving gaming equipment and/or gaming related equipment.

       6.02   During the Employment Term and for a period of six (6) months
              following the termination of the employment, for whatever reason,
              Employee agrees not, directly or indirectly, on his own account or
              for another, to either solicit any customer or business of
              Employer nor to divert any customer or business from Employer.

       6.03   During the Employment Term and for a period of six (6) months
              following the termination of the employment, for whatever reason,
              Employee agrees not, directly or indirectly, to solicit for
              employment or employ any employee or independent contractor of
              Employer.


VII.   MISCELLANEOUS PROVISIONS

       7.01   Governing Law - This Agreement shall in all respects be subject
              to, and governed by, the laws of the State of Nevada

       7.02   Severability - The invalidity or unenforceability of any provision
              in the Agreement shall not in any way affect the validity or
              enforceability or any other provision and this Agreement shall be
              construed in all respects as if such invalid or unenforceable
              provision had never been in the Agreement.

       7.03   Waiver - A party's failure to insist on compliance or enforcement
              of any provision of this Agreement, shall not affect the validity
              or enforceability or constitute a waiver of future enforcement of
              that provision or of any other provision of this Agreement by the
              party or any other party.

       7.04   If Employer requests that Employee assist in litigation or
              administrative proceedings in which Employee has knowledge or had
              involvement during Employee's term of Employment, Employer shall
              reimburse Employee within 30 days for all documented and submitted
              expenses incurred in providing such services.

       7.05   Notice - Notices to or for the respective parties shall be given
              in writing and delivered in person or mailed by certified or
              registered mail, return receipt requested, addressed to the
              respective party at the address set out below, or at such other
              address as either party may elect to provide in advance in writing
              to the other party:

       EMPLOYEE:     Joe S. Rolston, IV

                     8120 Saphhire Bay Circle

                     Las Vegas, MN 89128

       EMPLOYER:     PDS Financial Corporation

                     c/o Orine Boyd, Human Resources Manager

                     6171 McLeod Dr.

                     Las Vegas, NV  89120-4048

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       7.06   Assignment - This Agreement, together with any amendments hereto,
              shall be binding upon and shall inure to the benefit of the
              parties hereto and their respective successors, assigns, heirs and
              personal representatives, except that the rights and benefits of
              either of the parties under this Agreement May not be assigned
              without the prior written consent of the other party.

       7.07   Amendments - This Agreement may be amended at any time by mutual
              consent of the parties hereto, with any such amendment to be
              invalid unless in writing, signed by the Company and the Employee.

       7.08   Entire Agreement - Except for the separate documents referenced
              above, this Agreement contains the entire agreement and
              understanding by and between Employer and Employee with respect to
              the employment of Employee, and no representations, promises,
              agreements, or understandings, written or oral, relating to the
              employment of the Employee by Employer not contained herein shall
              be of any force or effect.

       7.09   Binding Arbitration; Injunctive Relief - Any controversy, dispute,
              or claim arising under this Agreement which cannot be resolved to
              the mutual satisfaction of the parties hereto shall be determined
              by arbitration in the City of Las Vegas, Nevada, pursuant to the
              provisions of the Nevada Uniform Arbitration Act.  If the parties
              can agree on the selection of an arbitrator, then the decision or
              award of that arbitrator shall be final and binding on the
              parties.  If they are unable to agree on the arbitrator, each
              party shall select one arbitrator within fifteen (15) days after
              demand for arbitration, and the two arbitrators so selected shall
              select a third arbitrator within fifteen (15) days following their
              initial selection.  Any decision by two of the three arbitrators
              shall be final and binding on the parties.  Any decision or award
              under this Section 7.09 may be entered and a judgment obtained
              thereon in the Eighth Judicial District Court of the State of
              Nevada.  The non-prevailing party shall reimburse the prevailing
              party for its reasonable attorneys' fees and costs incurred in
              connection with the arbitration and/or court action.  In the event
              that a violation of this Agreement warrants injunctive relief,
              including a violation of Sections 6.01, 6.02 or 6.03, the party
              who desires such relief shall be entitled to seek such relief in
              the Eighth Judicial District Court of the State of Nevada.

       7.10   References to Gender and Number Terms - In construing this
              Agreement, feminine or neuter pronouns shall be substituted for
              those masculine in form and vice versa, and plural terms shall be
              substituted for singular and singular for plural in any place in
              which the context so requires.

       7.11   Headings - The various headings in this Agreement are inserted for
              convenience only and are not part of this Agreement.

              EMPLOYEE:

              ___________________________

              Joe S. Rolston, IV

              EMPLOYER:

              PDS FINANCIAL CORPORATION


              ___________________________

              Its: _______________________ 


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