Exhibit 10.34

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT("Agreement") is made on
February 28, 2002, with an effective date of January 1, 2002 ("Effective Date"), by and betweenPDS GAMING
CORPORATION, a Minnesota corporation, its successors and assigns ("Employer") andPETER D.
CLEARY, an individual ("Employee").

RECITALS

WHEREAS, Employer is in the business of (i) providing equipment financing and related financial advisory
services to gaming and gaming related businesses throughout the United States, (ii) buying and selling gaming devices and equipment; (iii) owning and operating casino operations; and
(iv) engaging in other related businesses; and

WHEREAS, Employer desires to secure the benefits of Employee's 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 CONSIDERATIONof the mutual covenants and conditions set forth herein and other good and valuable consideration, the
sufficiency and adequacy of which is hereby acknowledged by the parties, it is agreed as follows:

1.Nature of Employment and Duties of Employee.



2.Term, Severance upon Non-Renewal.

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The
initial employment term, any renewals of this Agreement, and any period during which this Agreement remains in effect are hereinafter collectively referred to herein as the
"Term".



3.Uniqueness of Services.Employee hereby acknowledges that the services to be performed by Employee's under the terms of
this Agreement are of a special and unique value. Accordingly, the obligations of Employee under this Agreement are non-assignable.

4.Compensation of Employee.



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5.Termination of Employment for Cause.



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6.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.

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7.Termination without Cause.In the event Employer or any successor or assignee of Employer
terminates this Agreement without cause, then in such event:



8.Merger or Change of Ownership.Any other provision in this Agreement to the contrary
notwithstanding, upon (i) any merger or consolidation involving Employer if Employer is not the surviving entity; (ii) any transfer of all or substantially all of the assets of Employer;
(iii) any voluntary or involuntary dissolution of Employer; or (iv) any material change in ownership of Employer which results in a change of a majority of Employer's Board of Directors,
then in such event, at the sole discretion of Employee:



9.Covenant of Confidentiality.All documents, records, files, manuals, forms, materials, supplies,
computer programs, trade secrets, customer lists, and other information which comes into Employee's possession from time to time during Employee's employment by Employer, and/or any of Employer's
subsidiaries or affiliates, shall be deemed to be confidential and proprietary to Employer and shall remain the sole and exclusive property of Employer. Employee acknowledges that all such
confidential and proprietary information is confidential, proprietary, and not readily available to Employer's business competitors. On the effective date of the termination of the employment
relationship or at such other date specified by Employer, Employee agrees that Employee will return to Employer all such confidential and proprietary items (including, but not limited to, company
manuals and keys) in Employee's control or possession, and all copies thereof, and that Employee will not remove any such items from the offices of Employer. It is the intention of the parties that
the broadest possible protection be given to Employer's trade secrets and proprietary information and nothing in this Section shall in any way be construed to narrow or limit the protection and
remedies afforded by the Uniform Trade Secrets Act.

10.Covenant of Non-Disclosure.Without the prior written approval of Employer, Employee
shall keep confidential and not disclose or otherwise make use of any of the confidential or proprietary information or trade secrets referred to in this Agreement nor reveal the same to any third
party whomsoever, except as required by law.

11.Covenant of Non-Solicitation.



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12.Covenant of Cooperation.Employee agrees to cooperate with Employer in any litigation or
administrative proceedings involving any matters with which Employee was involved during Employee's employment by Employer. Employer shall reimburse Employee for reasonable expenses incurred in
providing such assistance.

13.Covenant Against Competition.



14.Rights to Inventions.



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15.Remedies.Notwithstanding any other provision in this Agreement to the contrary, Employee
acknowledges and agrees that if Employee commits a material breach of the Covenant of Confidentiality, Covenant of Non-Disclosure, Covenant of Non-Solicitation, Covenant of
Cooperation, Covenant Against Competition, or Rights to Inventions, Employer shall have the right to have the obligations of Employee specifically enforced by any court having jurisdiction on the
grounds that any such breach will cause irreparable injury to Employer and money damages will not provide an adequate remedy. Such equitable remedies shall be in addition to any other remedies at law
or equity, all of which remedies shall be cumulative and not exclusive. Employee further acknowledges and agrees that the obligations contained in the foregoing referenced Sections of this Agreement
are fair, do not unreasonably restrict Employee's future employment and business opportunities, are commensurate with the compensation arrangements set out in this Agreement and shall survive
termination of the employment relationship and this Agreement.

16.Taxes.All compensation payable hereunder is gross and shall be subject to such withholding taxes
and other taxes as may be required by law. Employee shall be responsible for the payment of all taxes attributable to the compensation provided by this Agreement except for those taxes required by law
to be paid or withheld by Employer. Employee understands that certain benefits such as air flights, automobiles, computers, educational benefits, entertainment, club memberships, and/or travel (if
applicable) may be included in Employee's income to the extent Employee uses them for personal purposes.

17.Arbitration.Any dispute that the parties to this Agreement are unable to resolve between them
and for which relief is not already provided for in this Agreement, including a claim that a party has breached this Agreement and that this Agreement should be terminated, shall be submitted to
arbitration under this paragraph. Arbitration shall take place in Las Vegas, Nevada, in accordance with the commercial arbitration rules of the American Arbitration Association and Federal Arbitration
Act. The arbitrator is expressly authorized to enter an order, after hearing, granting any party to the dispute before it temporary or preliminary injunctive relief or any other relief that the
arbitrator deems appropriate including money damages. The arbitrator or any party to a proceeding before the arbitrator may invoke the jurisdiction of the District Court of the State of Nevada in
Clark County to enforce any temporary or preliminary injunction so issued by filing a petition for enforcement naming the enjoined person as respondent. Upon filing the petition, the court may enter
any order it deems appropriate for enforcement of the injunction ordered by the arbitrator.

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18.Waiver of Jury Trial.The parties hereby knowingly and voluntarily waive their right to a jury
trial on any claim or cause of action based upon or arising out of, directly or indirectly, this Agreement, any dealings between the parties relating to the subject matter hereof or thereof, and/or
the relationship that is being established between the parties. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court (including, without
limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). This waiver may not be modified orally, and the waiver shall apply to any subsequent
amendment, renewals, supplement or modifications to this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

19.MISCELLANEOUS PROVISIONS



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To Employee:

Peter D. Cleary
6171 McLeod Drive
Las Vegas, NV 89120-4048To Employer:

Board of Directors of
PDS Gaming Corporation
Attention: Johan P. Finley, Chairman
6171 McLeod Drive
Las Vegas, NV 89120-4048




IN WITNESS WHEREOF, the parties hereto have read, understood, and voluntarily executed this Agreement as of the day and year first above
written.

|                       |                                                           |  |            |                                  
|---------------------- | --------------------------------------------------------- |  | ---------- | ---------------------------------
|"Employer"             |                                                           |  | "Employee"
|                       |                                                           |  |            |                                  
|PDS GAMING CORPORATION |                                                           |  |           
|                       |                                                           |  |            |                                  
|By:                    | /s/JOHAN P. FINLEYJohan P. Finley
Chief Executive Officer |  |            | /s/PETER D. CLEARYPeter D. Cleary

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