Exhibit 10.31

"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION."

DISTRIBUTOR AGREEMENT    BY AND BETWEEN    TEKBILT, INC.    AND    PDS GAMING CORPORATION

THIS AGREEMENT("Agreement") is made as of the Effective Date set forth below between
TEKBILT, INC., a Pennsylvania corporation and its affiliates, successors and assigns (collectively "TEKBILT"), and PDS Gaming Corporation, a
Minnesota corporation and its affiliates, subsidiaries, successors and assigns (collectively "Distributor").

1.    CERTAIN DEFINITIONS

1.1.Affiliate."Affiliate" means a Person (legal or natural)
that controls, is under common control with, or is controlled by a Person, whether through one or more intermediaries; "control" means the possession of the power to direct or cause the direction of
management and policies of a Person, whether by ownership, contract or otherwise.

1.2.Best Efforts."Best Efforts" means the efforts that a
prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible provided, however,that an obligation to use Best
Efforts under this Agreement does not require the Person subject to that obligation to take actions that would
result in a materially adverse change in the benefits to such Person intended by this Agreement.

1.3.Effective Date."Effective Date" means the date set forth
on the signature page of this Agreement.

1.4.End User."End User" shall mean a purchaser of the Products
who acquires such products for personal or ordinary business usage and not with intent to distribute or resell.

1.5.Hardware & Software.This shall mean TEKBILT's hardware and software products listed in
Exhibit A.

1.6.Knowledge.



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1.7Person."Person" means any individual, Corporation
(including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or
governmental body.

1.8Price List."Price List" means the TEKBILT's Price List in
effect at the time, in the form of Exhibit A attached hereto, as may be modified from time to time.

1.9Products."Products" shall be the collective term for the
Hardware and Software available for distribution by Distributor under this Agreement, which is more described on the attached Exhibit A.

1.10Proprietary Rights."Proprietary Rights" means all patent
rights, patent applications, rights to apply for patents, copyrights, copyright registrations, trade secrets, trademarks, service marks, trademark and service mark registrations, related goodwill and
confidential and proprietary information worldwide.

2.    TERM

SUBJECT TO SECTION 19.1 OF THIS AGREEMENT, THE TERM OF THIS AGREEMENT WILL COMMENCE ON THE EFFECTIVE DATE AND, UNLESS EARLIER TERMINATED
AS PROVIDED BELOW, WILL CONTINUE FOR A PERIOD OF FIVE (5) YEARS AFTER THE EFFECTIVE DATE (THE "INITIAL TERM"). THEREAFTER, THIS AGREEMENT SHALL BE AUTOMATICALLY RENEWED ON ITS ANNIVERSARY DATES
FOR SUCCESSIVE ONE (1) YEAR TERMS, UNLESS EITHER PARTY GIVES THE OTHER SIXTY (60) DAYS PRIOR WRITTEN NOTICE OF ITS INTENT TO TERMINATE OR UNLESS EARLIER TERMINATED IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT CONCERNING EARLIER TERMINATION.

3.    ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1.Acknowledgment of Gaming Regulations.



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3.2.Acknowledgment of and Covenant to Provide Information.



3.3.Negative Affects on Licenses or Applications.Neither party nor any of its Principals shall knowingly
directly or indirectly, do, or cause to be done, any act or omission which it or they have knowledge would be likely to negatively affect any License or Application or subject the other party to any
form of disciplinary action.

3.4.TEKBILT's Termination Due to Regulatory Related Issues.Distributor acknowledges and agrees that this
Agreement and all related agreements and understandings, if any, may be terminated immediately by TEKBILT without any liability to Distributor if:



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3.5.Distributor's Termination Due to Regulatory Related Issues.TEKBILT acknowledges and agrees that this
Agreement and all related agreements and understandings, if any, may be terminated immediately by Distributor without any liability to TEKBILT if:



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4.    SCOPE OF RIGHTS AND RESPONSIBILITIES

4.1.Appointment of Distributor and Distributor Certification.Subject to the terms and conditions set forth
herein, TEKBILT hereby appoints Distributor as the exclusive distributor of the Products to End Users in the Territory (as identified on Exhibit B), and Distributor hereby accepts such exclusive
appointment. Distributor shall distribute the Products solely in the form obtained from
TEKBILT. Distributor certifies that it maintains sufficient facilities and experienced personnel necessary to distribute the Products to End Users. Distributor agrees to comply with the following
conditions:



4.2.Territorial Responsibility.



5.    AGREEMENT TO PURCHASE AND DISTRIBUTE

TEKBILT will sell to Distributor and Distributor will purchase from TEKBILT the Products for resale in accordance with Exhibit Aaccording to the terms and conditions of this Agreement. Products listed on Exhibit Amay be changed, deleted or added by TEKBILT, in its reasonable discretion, provided that TEKBILT gives sixty
(60) days' prior
written notice to Distributor. TEKBILT will provide Distributor with an updatedExhibit A,which the parties agree will be incorporated from time
to time into this Agreement. TEKBILT shall be under no obligation to continue the production of any Product except as provided herein. TEKBILT reserves the right to modify, alter, improve, charge or
discontinue any or all of the Products covered by this Agreement with sixty (60) days written notice to Distributor. TEKBILT will, however, make commercially reasonable efforts to provide such
notice in advance. Upon the aforesaid written notice, Distributor shall have no claims against TEKBILT for failure to

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furnish Products of a previous design and TEKBILT shall have no obligation to Distributor to furnish such Products. If, however, TEKBILT does discontinue any or all of the Products, then upon
Distributor's reasonable request TEKBILT shall make available to Distributor the Proprietary Information necessary for Distributor to service the discontinued Products for Distributor's customers.

6.    PRICE

6.1.Prices And Quantity Discounts.Prices for all Products will be as set forth in the then-current Exhibit A.Distributor is free to establish its own resale prices taking into account TEKBILT's "Manufactured Suggested Retail Prices," as more
particularly set forth onExhibit A.Distributor is also free to lease, rent and/or place the Products on a participation basis, in its sole
discretion.

6.2.Price Changes.



7.    TAXES

In addition to any other payments due under this Agreement, Distributor agrees to pay, and to indemnify and hold TEKBILT harmless, subject to Article 16
below, from, any sales, use, excise, import or export, value added or similar tax or duty not based on TEKBILT's net income, including penalties and interest, and all government permit or license fees
and all customs and similar fees levied upon the delivery of the Products and other deliverables or services, which TEKBILT may incur in respect of this Agreement, and any costs associated with the
collection or withholding of any of the foregoing items (hereinafter "Taxes"). The preceding sentence, however, does not contemplate Distributor's
indemnity of TEKBILT for any charges TEKBILT incurs to be licensed to sell Products to Distributor or to enable Distributor to sell Product to End-users for use in the Territory. Upon
request by TEKBILT, Distributor agrees to furnish TEKBILT with official receipts and other evidence to establish that such Tax has been paid for the account of TEKBILT. If a resale certificate or
other certificate or document of exemption is required in order to exempt the distribution or licensing of the Products from any such liability, Distributor will promptly furnish such certificate or
document to TEKBILT.

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8.    PAYMENT

8.1.Payment Terms.TEKBILT will invoice Distributor for the purchase price of the Products as follows:



8.2.Late Payment Charges.Any late payment by Distributor will be subject to a late payment charge from the
date due until paid in full at a floating rate equal at all times to two percent (2%) over the per annum prime reference rate of interest as published in theWall Street
JournalMoney Rates Section, effective on the date the payment is due and adjusted on the date any change in rate is published from time to time.

9.    ORDERS

9.1.FORM OF ORDERS.DISTRIBUTOR WILL PURCHASE PRODUCTS FROM TEKBILT BY THE ISSUANCE OF FIRM WRITTEN PURCHASE
ORDERS ("FIRM ORDERS"), WHICH SHALL INCLUDE A CONFIGURATION SHEET SPECIFYING THE QUANTITY OF EACH ITEM OF HARDWARE AND SOFTWARE ORDERED AND THE RELEASE
DATE OR DATES FOR SHIPMENT THEREOF. PURCHASE ORDERS WILL SPECIFY RELEASE DATES NOT LESS THAN SIXTY (60) DAYS AFTER RECEIPT OF THE FIRM ORDER NOR MORE THAN THREE HUNDRED SIXTY (360) DAYS
AFTER RECEIPT OF THE FIRM ORDER UNLESS SPECIFICALLY AGREED TO BY TEKBILT. EACH PURCHASE ORDER ISSUED UNDER THIS AGREEMENT WILL BEAR THE FOLLOWING STATEMENT:



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All
purchase orders are subject to acknowledgment and acceptance by TEKBILT at its home office provided that any order not rejected by TEKBILT within ten (10) days after receipt of such
purchase order will be deemed accepted. None of the preprinted terms or conditions of any purchase order will amend or supplement this Agreement even if accepted by TEKBILT. TEKBILT's acknowledgment
will indicate Delivery Date.

9.2.Cancellation Policy.Acknowledged Orders made may not be canceled unless default occurs by TEKBILT.

10.  SHIPMENT

10.1.Delivery Date.TEKBILT will use Best Efforts to ship the Products at the times requested in Firm Orders
which are acknowledged and accepted by TEKBILT, but TEKBILT shall not be liable for any damages to Distributor or to any other person for TEKBILT's failure to fill any orders, or for any delay in
delivery or error in filling any orders for any reason whatsoever, whether or not the orders were accepted by TEKBILT, provided Best Efforts have been exercised.    In the event of
shortages of labor, energy, components, raw materials or supplies or interruption of TEKBILT's production or shipment for reasons beyond TEKBILT's reasonable control, or if orders for the Products
exceed TEKBILT's inventory or production capacity, TEKBILT shall allocate available inventory or production capacity on a basis TEKBILT deems equitable in its reasonable discretion. Without liability
to any person and without prejudice to any other remedy, TEKBILT may withhold or delay shipment of any order if Distributor is late in payment or is otherwise in default under this Agreement.

10.2.Packaging and ShipmentRisk of Loss.TEKBILT will package and ship all items subject to Firm
Orders in TEKBILT's customary manner, which Distributor has observed and determined to be adequate on the date of the Agreement, but TEKBILT will provide special packaging at Distributor's written
request and expense. All shipments will be from TEKBILT's shipping location in Philadelphia. Title to the Products will transfer to Distributor upon full payment to TEKBILT. The risk of loss of or
damage to the Products ordered by Distributor will pass to Distributor upon TEKBILT's tender of delivery to the carrier for shipment. Subsequent loss or damage will not relieve Distributor of any
obligation under this Agreement.

10.3.Shipment Expense.Unless otherwise instructed in writing by Distributor, Distributor will select the
carrier. Distributor will pay all costs of transportation, any insurance requested by Distributor, export and import fees, customs brokerage expenses and similar charges. Distributor at its expense
will make and negotiate any claims against any carrier, insurer, customs broker, freight forwarder or customs collector. TEKBILT will cooperate in a reasonable manner with and assist Distributor in
making such claims.

10.4.Inspection.TEKBILT will perform the then-current versions of its standard quality assurance
test at its plant with respect to all Products to be delivered under this Agreement prior to Shipment. TEKBILT will certify in writing that the Products satisfy the requirements of such tests and that
the tests are designed to assure that the Products meet the applicable TEKBILT published specifications. Upon request, TEKBILT will deliver to Distributor a description of the then-current
test procedures used to inspect and test the Products. Records of all quality assurance and inspection work performed by TEKBILT on such Products will be maintained and will be available to
Distributor for a reasonable period of time after shipment.

11.  ACCEPTANCE AND WARRANTY

11.1.Acceptance.Each Product shall be deemed accepted by Distributor unless notice of defect is received
within thirty (30) days of Distributor's receipt thereof and the Product is returned to TEKBILT within forty-five (45) days of Distributor's receipt. In the event of
discovery of a defective

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Product, Distributor's sole and exclusive remedy shall be to exchange such Product for a new one of the same type.

11.2.Limited Warranty to Distributor.For a period of One Hundred Eighty (180) days after shipment to
Distributor at End-user's facility, TEKBILT warrants to Distributor that the Hardware Products will be free from defects in workmanship and materials, as of the date of delivery to
Distributor. For a period
of One Hundred Eighty (180) days after installation by Distributor at End-user's facility, TEKBILT warrants to Distributor that each Software Product will perform substantially in
conformance with the applicable documentation for such Software Product and will be fit for use on or in Hardware as of the date of delivery. Unless Distributor and TEKBILT agree to a longer cure
period, TEKBILT shall have no more than thirty (30) days from the date of notification to cure software malfunctions and agrees to use Best Efforts to effect such cure. The warranty provided
herein does not cover the results of accident, abuse, neglect, vandalism, acts of God, use contrary to specifications or repair or modification by anyone other than TEKBILT or TEKBILT authorized
personnel. TEKBILT also warrants its rights to sell the Hardware and Software for use as video gaming machines for use by Distributor's customers with respect to patents, copyrights, trademarks, trade
names, or other Proprietary Information utilized in the products.

11.3.Warranty To Distributor Only.TEKBILT warrants the Products TO DISTRIBUTOR ONLY pursuant to the terms and
conditions of the warranty described in Paragraph 11.2 ("Limited Warranty to Distributor") and no warranty is extended to End Users by TEKBILT.
Distributor shall be solely responsible for any warranty to, or claims by its Dealers or End Users. Notwithstanding the Limited Warranty to Distributor, TEKBILT hereby covenants and agrees to
indemnify, save and hold Distributor, it's subsidiaries, affiliates, successors, and assigns, and their directors, officers, shareholders and employees, free, clear and harmless from and against any
and all liabilities, losses, costs, expenses (including reasonable attorneys' fees), damages, actions, suits, debts, judgments, claims, administration of claims, liens, demands and obligations of any
and kind, nature, character and description, known or unknown, accrued or not yet accrued, whether anticipated or unanticipated caused by, resulting from, or in any way connected with the malfunction
of the Products.

11.4.Warranty Returns.Distributor shall make appropriate arrangements with End Users to provide warranty and
continuing warranty service for all Products, provided, however that Distributor may, but is not required to provide warranty or service upon different terms than Distributor receives from TEKBILT. If
a Product qualifies for warranty service under the Limited Warranty to Distributor, Distributor will return the Product to TEKBILT for repair or replacement by TEKBILT. Distributor must first obtain a
RMA number from TEKBILT. AtDistributor's cost, the entire contents of the defective Product must be returned to TEKBILT, in accordance with TEKBILT's
shipping instructions, within thirty (30) days of Distributor's receipt from the customer. TEKBILT's sole responsibility under this limited warranty will be to (i) repair the Hardware
Product or provide a correction or workaround for a Software Product, (ii) replace the Hardware Product or Software Product on a unit-for-unit basis or
(iii) provide a credit toward future purchases of the same Product. Such repair/correction or replacement by TEKBILT is Distributor's sole and exclusive remedy for a breach of the Limited
Warranty to Distributor. Standard return freight costs will be paid by TEKBILT. All replaced Products will become TEKBILT's property. This warranty does not cover the results of accident, abuse,
neglect, vandalism, acts of God, use contrary to specifications or repair or modification by anyone other than TEKBILT or TEKBILT authorized personnel.

11.5.Disclaimer.The hold percentages, hit frequencies and hit percentages, explicitly or implicitly presented,
represent only long-term statistical probabilities of game play and game outcome. TEKBILT does not represent or warrant that its Products will achieve these or any other percentages or
frequencies once installed and in actual use. EXCEPT AS EXPRESSLY STATED IN PARAGRAPH 11.2 ("LIMITED WARRANTY TO DISTRIBUTOR"), TEKBILT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ON PRODUCTS
FURNISHED HEREUNDER, INCLUDING WITHOUT

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LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DISTRIBUTOR SHALL MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF TEKBILT.
TEKBILT DOES NOT PROMISE THAT THE SOFTWARE IS ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT SHALL TEKBILT BE LIABLE TO DISTRIBUTOR OR END- USERS FOR CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR SIMILAR DAMAGES RESULTING FROM ANY ALLEGED BREACH OF WARRANTY.

11.6.Requests for Support Service.Only Distributor's personnel will request support service, as arranged in
accordance with Paragraph 12.2 ("Installation and Maintenance") from TEKBILT. TEKBILT will provide such support service only at TEKBILT's
facility. Should Distributor's customers contact TEKBILT directly, TEKBILT will refer such customers to Distributor's local office. Names, addresses and phone numbers of authorized Distributor
personnel and local offices in the Territory shall be provided to TEKBILT by Distributor for purposes of such referrals.Distributor's Sales Orders.Distributor agrees to include a Limitation of
Liability on its form of sales order utilized with its customers for the Products, which will provide in substance that in no
event is Distributor or TEKBILT liable for any incidental, consequential, indirect, special or punitive damages, including without limitation, loss of revenue or loss of business, resulting directly
or indirectly from any malfunction of any of the Products.

12.  TRAINING, MAINTENANCE, AND MARKETING SUPPORT

12.1.Training.Distributor agrees that qualified personnel will attend TEKBILT's training courses covering the
following:



12.2.Installation and Maintenance.Distributor agrees to install and maintain the Products delivered to
Distributor's customers during the term of this Agreement. Such maintenance shall include both warranty and continuing support service. Distributor agrees to subscribe to TEKBILT's
then-current maintenance service and to provide Distributor's customers with engineering changes and enhancements to the Products in a timely manner. Distributor will train the End User
Customers in use of the Products and operational adjustments. Distributor shall provide a level of product warranty and extended warranty support for its customers equivalent to that provided by
TEKBILT to its customers during the term of this Agreement, including but not limited to a "hot-line" service during normal business hours for answering customer questions by telephone.
Distributor shall employ persons specifically trained and able to answer Product questions. Such "hot-line" service shall be provided to all End Users in the Territory, whether such
products were originally distributed by Distributor, TEKBILT or an earlier appointed distributor in the Territory. In-warranty "hot-line" services shall be provided by
Distributor without charge (other than telephone charges) to the caller. Distributor, at its

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option, may offer extended warranty services at commercially reasonable prices appropriate for the Territory.

12.3.Spare Parts.Distributor agrees to maintain on hand in inventory a reasonable quantity of spare 12.3.
parts to adequately support the on-going volume of Hardware purchased by Distributor. Distributor shall be under no obligation to purchase the spare parts from TEKBILT, provided substitute
parts meet the current factory minimum quality standards of TEKBILT. Provided Distributor is in conformance with this provision and Training and Installation and Maintenance, TEKBILT will use its Best
Efforts to expedite the repair or replacement of any defective part of the Products purchased by Distributor and installed in the Territory.

12.4.Marketing by Distributor.Distributor agrees that its marketing and advertising efforts will be of high
quality and in good taste. Distributor agrees to use its Best Efforts to preserve the professional image and reputation of TEKBILT and the Products. To the extent permitted by applicable gaming laws,
Distributor shall offer TEKBILT participation in End User mailings, promotional events, trade advertising, video presentations, trade shows and other mutually agreed upon programs as a priority
vendor. To the extent permitted by applicable gaming laws, Distributor agrees to include in all such advertising all applicable copyright and trademark notices of TEKBILT as they appear on or in the
Products. TEKBILT agrees to provide a reasonable amount of advertising material, sales literature, displays and demonstration models, at TEKBILT's then-current fee, if any, as requested by
Distributor, for use in Distributor's efforts to market the Products. TEKBILT and Distributor agree to make appropriate arrangements to localize the aforementioned materials, and to enable Distributor
to print localized versions of written materials. Distributor acknowledges that in all such cases, copyright to the localized version will be assigned to TEKBILT if permitted by applicable gaming
laws. TEKBILT and Distributor each agree not to use the other party's name in any marketing or promotion materials or
activities, including press releases or business and industry related announcements, without the written permission of the other party.

12.5.Technical Support by TEKBILT.TEKBILT agrees to provide technical support to Distributor in cases
involving extensive trouble-shooting or repairs or abnormal situations that Distributor cannot solve after "Best Effort" attempts. Such technical support shall include allowing Distributor access to
TEKBILT's Customer Support Center (CSC) which will use commercially reasonable efforts to repair, correct or work around any technical problems by providing Distributor with telephone support
including patches, corrective releases or other means reasonably determined by TEKBILT. Such technical support shall be provided to Distributor at TEKBILT's then-current, published time
and materials rates, less ten percent (10%).

13.  DOCUMENTATION, ENGINEERING CHANGES AND ENHANCEMENTS

13.1.Technical Materials and Documentation.TEKBILT will supply to Distributor for each Product one
(1) manual containing all information pertaining to the operation and service of the Products, including, but not limited, to installation instructions, service manuals, product specifications,
planned and corrective maintenance, instructions and any related information. After consultation with Distributor with respect to multiple Product orders by Distributor's End-user
customers, TEKBILT shall not be obligated to ship such manual with each Product ordered by Distributor pursuant to this Agreement. Distributor is authorized to duplicate the aforesaid manual and
related documentation as it deems necessary.

13.2.Enhancements and New Releases.TEKBILT reserves the right to correct, improve, modify, and enhance the
Products, in whole or in part, as TEKBILT deems necessary or desirable. If TEKBILT does so, it will make available to Distributor any parts, software and documentation necessary to implement changes
in the Product previously delivered to Distributor. TEKBILT will use reasonable

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efforts to avoid material variations in form, fit or function in making changes to the Product where commercially practicable.

13.3.Training Materials.TEKBILT will provide Distributor, at no cost, one copy of all appropriate TEKBILT
training material aids and any other service related information it develops to assist Distributor to train its own personnel. Distributor is authorized to duplicate the aforesaid materials and
related documentation as it deems necessary.

14.  RECORDS, REPORTS AND EXAMINATION

14.1.Records.Distributor agrees to make and keep for a period of at least three (3) years after the
term of the agreement complete and accurate records of the following:



14.2.Notification of Infringement.Distributor shall immediately inform TEKBILT by telephone, telex or
facsimile, with written confirmation by mail, if it becomes aware of any facts indicating that any person is infringing any proprietary rights of TEKBILT and its suppliers or is engaging in
unauthorized distribution of any Software product.

15.  PROPRIETARY RIGHTS

15.1.Ownership by TEKBILT.Distributor will take all reasonable measures to protect TEKBILT's Proprietary
Rights in the Software and Hardware. Distributor acknowledges and agrees that Distributor has no Proprietary Rights in the Hardware, Software or any other materials received from TEKBILT, and does not
acquire any rights in these Proprietary Rights by virtue of this Agreement, except those contractual rights that are expressly granted herein. No rights to manufacture TEKBILT Products are granted by
this Agreement. Distributor acknowledges that it has no proprietary rights or interest in the software, its structure, sequence, and organization. Distributor agrees not to translate, disassemble, or
de-compile the Software in whole or in part. Distributor further agrees not to make copies or media translations of any of the documentation associated with the Software or Hardware except
those approved specifically herein, those approved specifically in writing by TEKBILT prior to making any copies, and copies of manuals to be provided to End Users which manuals shall not be
distributed to
anyone or any entity by Distributor (other than to End Users as set forth herein) and which shall be returned to TEKBILT immediately upon TEKBILT's request.

15.2.Trademarks and Trade Names.TEKBILT grants Distributor a limited right to use the TEKBILT trademarks in
its distribution, advertising and promotion for the Hardware and Software. Distributor may use the TEKBILT trademarks only in connection with the sale of the Product provided by TEKBILT and authorized
by TEKBILT to be sold or licensed by Distributor. Distributor agrees to use its Best Efforts to ensure that the nature and quality of the products or services it supplies in connection with the
TEKBILT trademarks conform to TEKBILT's standards. Distributor agrees to cooperate with TEKBILT in facilitating TEKBILT's monitoring and control of the nature and quality of such products and
services. Distributor will use TEKBILT trademarks in accordance with applicable trademark law and only in a format and style approved by TEKBILT. Distributor agrees to comply with TEKBILT's written
policies regarding advertising and trademark usages established from time to time and to provide samples of such usage to TEKBILT upon request. Distributor will use such trademark notices as may be
reasonably requested by TEKBILT to protect TEKBILT's trademark rights.

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Distributor agrees not to attach additional trademarks, logos or trade designations to the Products. Distributor further agrees not to affix any TEKBILT trademarks to products other than the genuine
TEKBILT Products.

15.3.Right to Negotiate.Nothing in this section 15 is intended, or should be construed to preclude the
parties from negotiating and agreeing to transfers of such Trademarks and/or Trade Names or other intellectual property of TEKBILT, either as an amendment to this Agreement or as a provision of any
other Agreement between them.

15.4.Ownership by Distributor.TEKBILT acknowledges and agrees that it has no Proprietary Rights in
Distributor's Proprietary Rights or any other materials received from Distributor, and does not acquire any rights in these Proprietary Rights by virtue of this Agreement, except those contractual
rights that are expressly granted herein.

15.5.Protection of Proprietary Rights.Distributor will take all reasonable effort to protect any Proprietary
Rights of TEKBILT and it's suppliers in the software and hardware of its products.

15.6.Distributor Label.Nothing in this section 15 shall be construed as to prevent Distributor from
attaching to any Product a label indicating that the Product was provided by Distributor. Such label may include Distributor's name, address, phone, email, fax or other contact information.

16.  INDEMNIFICATION

16.1.General Indemnity.TEKBILT and Distributor shall indemnify each other, their respective agents, directors,
officers, employees, and shareholders against all liabilities, damages, losses, expenses, and costs, including, without limitation, reasonable counsel fees, costs, and expenses incurred in the
investigation, defense or settlement from suits, proceedings, demands, or judgments (collectively, the "Indemnifiable Damages") from claims made against
them by other Persons. The Indemnifiable Damages may be recovered by one party (the "Claiming Party") from the other (the
"Indemnifying Party") only if such damages were caused by the Indemnifying Party's (i) breach of this agreement or (ii) other wrongful
action or inaction, whether criminal or civil in nature; Distributor shall, however, be solely responsible for any claims, warranties or representations made by Distributor or Distributor's employees
or agents which differ from the warranties provided by TEKBILT for the Products. Subject to the right to defend against a claim, the Indemnifying Party shall satisfy its obligations to pay over to the
Claiming Party the Indemnifiable Damages within thirty (30) days after receiving a Notice of Claim; for any period in excess of thirty (30) days interest shall accrue at the post
judgment rate of interest applicable to matters judged in state courts.

16.2.Procedure.The Claiming Party shall promptly notify the Indemnifying Party, in writing, of the claim for
Indemnifiable Damages ("Notice of Claim"). The Notice of Claim shall provide the Indemnifying Party with reasonable notice as to the nature of the claim
by including, its factual and contractual (if applicable) basis.

16.3.Right to Defend.If the Claim set forth in the Notice of Claim relates to a claim or demand asserted by a
third party against the Claiming Party, then the Indemnifying Party may employ counsel (reasonably acceptable to the Claiming Party) to defend the Claim, and the Claiming Party shall cooperate in
defending against the Claim. The Indemnifying Party shall notify the Claiming Party, in writing, within thirty (30) days after the date of the Notice of Claim of its election to defend. As long
as the Indemnifying Party is defending against the Claim, in good faith, the Claiming Party will not settle or compromise the Claim. The Claiming Party will make available to the Indemnifying Party,
or its agents, all records or other materials in the Claiming Party's possession reasonably required for use in defending against the Claim. If the Indemnifying Party fails to defend, then the
Claiming Party may employ legal counsel of its choice, the expense for which shall be borne by the Indemnifying Party.

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17.  CONFIDENTIAL INFORMATION

17.1.Confidential Information.Each party agrees that during and after the term of this Agreement, it will use
the other party's Confidential Information only as authorized in this Agreement and will use
diligent efforts, and at least the same degree of care that it uses to protect its own confidential information of like importance, to prevent unauthorized use, dissemination and disclosure of the
other's Confidential Information during and for a period of three (3) years after the term of this Agreement. Each party represents that the degree of care that it uses is at least reasonable
care. "Confidential Information" includes:



17.2.Exceptions.Confidential Information will not include any information that (a) becomes known to the
general public without fault or breach on the part of the receiving party; (b) the disclosing party customarily provides to others without restriction on disclosure; (c) the receiving
party obtains from a third party without breach of a nondisclosure obligation and without restriction on disclosure; or (d) is already known to either party prior to its disclosure by the other
party.

17.3.Publicity.Neither party shall make public information concerning this Agreement nor the supplies or
services provided under this Agreement without the prior written consent of the other party except as may be required by law or pursuant to a lawful request of a governmental agency. Such disclosure
required by law or pursuant to lawful request upon one party shall be communicated, in a timely manner, to the other party.

18.  LIMITATION OF LIABILITY AND TIME TO SUE

TEKBILT'S LIABILITY IN CONNECTION WITH THE HARDWARE, THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED AMOUNTS PAID TO TEKBILT BY DISTRIBUTOR
UNDER THIS AGREEMENT FOR THE RELEVANT ITEM OF HARDWARE OR SOFTWARE, PROVIDED THAT THIS LIMITATION OF THE AMOUNT OF LIABILITY SHALL NOT APPLY TO ANY MATERIAL, WILLFUL, NEGLIGENT, OR INTENTIONAL BREACH
OF THIS AGREEMENT BY TEKBILT. THE FOREGOING LIMITATIONS OF LIABILITY IS INDEPENDENT OF THE EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN PARAGRAPH 11 ("ACCEPTANCE OF
WARRANTY"). NO ACTION MAY BE BROUGHT OR ARBITRATION DEMANDED AT ANY TIME MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION OR ARBITRATION AROSE.

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19.  TERMINATION

19.1.Termination without Cause.



19.2.Termination With Cause.



19.3.Other Termination.Unless extended as provided herein the Agreement shall be terminated at the end of the
Term unless renewed pursuant to section 2.

19.4.The Effect of Termination.After termination:



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19.5.Liability and Other Remedies.Neither party will be liable for damages of any kind as a result of
exercising its right to terminate this Agreement according to its terms, and termination will not affect any other right or remedy of either party.

20.  ARBITRATION.

Except as provided in Section 22.7 ("Equitable Relief") with respect to equitable relief, and unless
otherwise settled by mutual agreement between the parties hereto, any controversy or claim arising out of or related to this Agreement, or the breach hereof, will be settled by arbitration before a
panel of three arbitrators in a mutually acceptable location, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. All proceedings shall be held and a
transcribed record prepared in English. The award rendered by the arbitrator shall be final, binding and conclusive upon the parties hereto and judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The arbitrator will have knowledge of and experience in dealing with
the computer, distribution, and gaming industries. The arbitration hearing will commence within ninety (90) days after appointment of the arbitrator. Unless the arbitrator finds that
exceptional circumstances justify delay, the hearing will be completed and an award will be rendered in writing within ninety (90) days after commencement of the hearing. The arbitrator may
include in the award the prevailing party's costs of arbitration and reasonable fees of attorneys, accountants and other professionals connected with the arbitration.

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21.  GENERAL PROVISIONS

21.1.Assignment.Either party may assign this Agreement or delegate its duties under this Agreement to the
surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets except that Distributor may not assign this Agreement or delegate its
duties hereunder to such surviving entity or purchaser which is itself a competitor or an Affiliate of a competitor of TEKBILT without TEKBILT's prior written consent. In addition, TEKBILT may, with
written consent of Distributor (which will not be unreasonably withheld) assign this Agreement to any person to whom it transfers all or substantially all of its Proprietary Rights in the Products.
Otherwise, neither party may assign any rights or delegate any under this Agreement (other than the right to receive payments) without the other party's prior written consent, and any attempt to do so
without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

21.2.Choice of Law.This Agreement will be governed by and construed according to the laws of the Commonwealth
of Pennsylvania, without regard to that body of law controlling conflicts of law.

21.3.Amendment.This Agreement may be amended or supplemented only by a writing that refers explicitly to this
Agreement and that is signed on behalf of both parties.

21.4.Waiver.No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective
unless in writing signed on behalf of the party against whom the waiver is asserted.

21.5.Contingencies.Neither party will have the right to claim damages or to terminate this Agreement as a
result of the other party's failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to labor disputes, strikes, lockouts, shortages of or
inability to obtain labor, energy, components, raw materials or supplies, war, riot, insurrection, epidemic, acts of God, or governmental action not the fault of the non-performing party.

21.6.Severability.If any part of this Agreement is found invalid or unenforceable under any applicable law or
be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and the remainder of this Agreement will remain in
full force.

21.7.Equitable Relief.Notwithstanding Section 21 ("Arbitration"), it is understood and agreed that
breach of the provisions of this Agreement will cause the non-breaching party irreparable damage for which recovery of money damages would be inadequate, and that the
non-breaching party shall therefore be entitled to obtain timely injunctive relief to protect it's rights under this Agreement in addition to any and all remedies available at law.

21.8.Force Majeure.Non-performance by either party (other than the payment of money) under this
Agreement shall be excused to the extent that performance is rendered impossible by fire, flood, earthquake, acts of God or the public enemy or acts of the government, where a party's failure to
perform is beyond the control and without the negligence of the non-performing party.

21.9.Notices.All notices, reports, requests, approvals and other communications required or permitted under
this Agreement must be in writing. They will be deemed given when (a) delivered personally, (b) sent by confirmed telex, (c) sent by commercial overnight courier with written
verification of receipt, or (d) sent by registered or certified mail, return receipt requested, postage prepaid. All communications must be sent to the receiving party's initial address for
notice on the signature page or to such other address that the receiving party may have provided for purpose of notice by notice as provided in this subsection.

21.10.Fees.In any arbitration or action to enforce this Agreement, the prevailing party will have the right to
recover its costs and reasonable fees of attorneys, accountants and other professionals, including costs and fees on appeal.

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21.11.Relationship of Parties.The parties to this Agreement are independent contractors. There is no
relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. Distributor
shall not have, and shall not represent that it has, any power, right or authority to bind TEKBILT, or to assume or create any obligation or responsibility, express or implied, on behalf of TEKBILT or
in TEKBILT's name, except as herein expressly permitted. TEKBILT shall not have, and shall not represent that it has, any power, right or authority to bind Distributor, or to assume or create any
obligation or responsibility, express or implied, on behalf of Distributor or in Distributor's name, except as herein expressly permitted.

21.12.Entire Agreement.This Agreement, including all Exhibits to this Agreement, which are hereby incorporated
by reference, represents the entire agreement between the parties relating to its subject matter and supersedes all prior representations, discussions, negotiations and agreements, whether written or
oral.

In
Witness Whereof, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth below.

Effective
Date of this Agreement: January 1, 2002.

|TEKBILT, INC.("TEKBILT") |  | Initial Address for Notice:
|------------------------ |  | ---------------------------
|                         |  |                            
|By:                      |  |                            
|Name:                    |  |                            
|                         |  |                            
|Title:                   |  |                            
|Witness:                 |  |                            
|                         |  |                            
|PDS GAMING CORPORATION   |  | Initial Address for Notice:
|("Distributor")          |  |                            
|                         |  |                            
|By:                      |  |                            
|Name:                    |  |                            
|                         |  |                            
|Title:                   |  |                            
|Witness:                 |  |                            

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"CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION."

EXHIBIT A    PRODUCTS and PRICING SCHEDULE  (as of January 1, 2002)



|MODEL/OPTION                             |  | DISTRIBUTOR
PRICE |  | MANUFACTURERS
SUGGESTED
RETAIL PRICE
|---------------------------------------- |  | ----------------- |  | ------------------------------------
|FLAT TOP CASINO                          |  | ***               |  | ***                                 
|ROUND TOP CASINO                         |  | ***               |  | ***                                 
|SIT DOWN                                 |  | ***               |  | ***                                 
|SIT DOWN R/TOP                           |  | ***               |  | ***                                 
|ECONOCAB TS                              |  | ***               |  | ***                                 
|PLAYER TRACKING HOUSING W/BLANKING PLATE |  | ***               |  | ***                                 
|ITHACA PRINTER FOR EZ PAY                |  | ***               |  | ***                                 
|SEIKO PRINTER FOR EZ PAY                 |  | ***               |  | ***                                 
|REMOVE HOPPER                            |  | ***               |  | ***                                 

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EXHIBIT B    TERRITORY

Manufacturer hereby grants to Distributor the following territory on an exclusive basis subject to performance requirements listed below.

The
Continent ofNORTH AMERICAas depicted below:

[MAP
OF NORTH AMERICA]

including
all cruise ships departing therefrom, all of which is defined as the "Territory" in the Agreement to which this Exhibit is attached (the
"Territory"). Upon written permission Distributor may pursue other opportunities outside of the Territory on a non-exclusive basis.

PERFORMANCE REQUIREMENTS

In order for Distributor to retain exclusivity for the Territory under this agreement Distributor must purchase a minimum of three hundred (300) units of
any Product mix of machines shown on the most current EXHIBIT A to this Agreement, per calendar quarter, commencing in the quarter starting ninety (90) days after the Effective Date of this
Agreement. Any purchases during a previous calendar quarter in excess of the minimum requirement shall carry forward to the next succeeding quarter.

If
the minimum cumulative purchase of Product(s) as stated above is not attained in any calendar quarter, then TEKBILT at its sole option may allow this Agreement to become
non-exclusive upon sixty (60) days written notice however, should Distributor place an order within this notification time frame, which is adequate to cover any shortage of the
minimum cumulative requirements, the exclusivity of the distributorship shall remain effective.

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