<PAGE>
                         PDS FINANCIAL CORPORATION, NEVADA
                               Final with Signatures

<TABLE>

<S>                                                                                    <C>
ARTICLE I

    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II

    FACILITY AND PAYMENT/PREPAYMENT TERMS  . . . . . . . . . . . . . . . . . . . . . . .4
    2.1  The Revolving Term Facility . . . . . . . . . . . . . . . . . . . . . . . . . .4
    2.2  Voluntary Termination of Facility . . . . . . . . . . . . . . . . . . . . . . .4
    2.3  Interest Rate, Computation. . . . . . . . . . . . . . . . . . . . . . . . . . .4
    2.4  Servicing and Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
    2.5  Prepayment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
         2.5.1     Voluntary Prepayment. . . . . . . . . . . . . . . . . . . . . . . . .4
         2.5.2     Mandatory Prepayment  . . . . . . . . . . . . . . . . . . . . . . . .4
                   2.5.2.1   Termination of Contract . . . . . . . . . . . . . . . . . .4
                   2.5.2.2   Casualty  . . . . . . . . . . . . . . . . . . . . . . . . .5
                   2.5.2.3   Contract Event of Default . . . . . . . . . . . . . . . . .5
                   2.5.2.4   Early Termination Without End-User Buyout . . . . . . . . .5
                   2.5.2.5   Upgrades and Additions  . . . . . . . . . . . . . . . . . .5
         2.5.3     No Other Prepayments Permitted  . . . . . . . . . . . . . . . . . . .6
         2.5.4     Involuntary Prepayment  . . . . . . . . . . . . . . . . . . . . . . .6
    2.6  Contract Extensions or End-User Buyout Financing. . . . . . . . . . . . . . . .6
    2.7  Residual Sharing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
    2.8  Late Charges; Default Rate. . . . . . . . . . . . . . . . . . . . . . . . . . .6
    2.9  Payment after Borrower Event of Default . . . . . . . . . . . . . . . . . . . .6
    2.10 Maximum Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
    2.11 Method of Payment; Good Funds . . . . . . . . . . . . . . . . . . . . . . . . .6

ARTICLE III

    NOTES; SECURITY INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
    3.1  Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
    3.2  Grant of Security Interest. . . . . . . . . . . . . . . . . . . . . . . . . . .6
    3.3  Substitution of Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE IV

    CONDITIONS OF CLOSING; ADVANCES. . . . . . . . . . . . . . . . . . . . . . . . . . .7
    4.1  Conditions of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
         4.1.1     Representations and Warranties  . . . . . . . . . . . . . . . . . . .7
         4.1.2     Delivery  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
         4.1.3     Security Interests  . . . . . . . . . . . . . . . . . . . . . . . . .7
         4.1.4     Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . .7
         4.1.5     Performance; No Default . . . . . . . . . . . . . . . . . . . . . . .7
         4.1.6     Approval of Loan Documents and Security Interests . . . . . . . . . .7
         4.1.7     Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . .7
    4.2  Procedures for and Conditions to Advances . . . . . . . . . . . . . . . . . . .7
         4.2.1     DISCRETIONARY BORROWING/LENDING . . . . . . . . . . . . . . . . . . .7
         4.2.2     Procedure for Advance(s). . . . . . . . . . . . . . . . . . . . . . .8
         4.2.3     Conditions OF Advances. . . . . . . . . . . . . . . . . . . . . . . .8

<PAGE>

         4.2.3.1   Representations and Warranties. . . . . . . . . . . . . . . . . . . .8
         4.2.3.2   Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . .8
         4.2.3.3   Security Interests. . . . . . . . . . . . . . . . . . . . . . . . . .8
         4.2.3.5   Additional Conditions . . . . . . . . . . . . . . . . . . . . . . . .8

ARTICLE V

    REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .8

ARTICLE VI

    AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VII

    NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII

    BORROWER AND CONTRACT EVENTS OF DEFAULT -- DEFINITIONS AND REMEDIES. . . . . . . . 13
    8.1  Borrower Events of Default -- Definition. . . . . . . . . . . . . . . . . . . 13
    8.2  Borrower Events of Default -- Remedies. . . . . . . . . . . . . . . . . . . . 13
    8.3  Contract Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . 14
         8.3.1     Definition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         8.3.2     Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         8.3.3     Contract Event of Default -- Remedies . . . . . . . . . . . . . . . 14
    8.5  Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    8.6  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    8.7  Application of Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IX

    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    9.1  Rights, Remedies and Powers . . . . . . . . . . . . . . . . . . . . . . . . . 15
    9.2  Modifications, Waivers and Consents . . . . . . . . . . . . . . . . . . . . . 15
    9.3  Communications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    9.4  Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    9.5  Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    9.6  Attorneys' Fees and Other Expenses. . . . . . . . . . . . . . . . . . . . . . 16
    9.7  Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    9.8  Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    9.9  Assignments; Participations . . . . . . . . . . . . . . . . . . . . . . . . . 16
    9.10 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
    9.11 GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS . . . . . . . . 17
    9.12 WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

</TABLE>

<PAGE>
                             LOAN AND SECURITY AGREEMENT
                                   (Full Recourse)

     This Loan and Security Agreement is entered into as of June 20, 1997
between PDS FINANCIAL CORPORATION - NEVADA ("Borrower"), a Nevada corporation,
having its principal place of business at 1050 East Flamingo Road, Suite N-337,
Las Vegas, Nevada 89119, and HELLER FINANCIAL, INC., a Delaware corporation
("Lender").

                                PRELIMINARY STATEMENT:

     Lender understands that Borrower is engaged in the sale or lease of various
Eligible Equipment (this and all other capitalized terms are defined in Section
1.1 below), and that Borrower may from time to time offer to Lender the
opportunity to finance leases, installment sale contracts and other chattel
paper arising out of such business. This Agreement sets forth the terms and
conditions which will be applicable to any leases, installment sale contracts
and other chattel paper that Lender may, in its sole discretion, elect to
finance under an ongoing term loan facility.

                                      ARTICLE I

                                     DEFINITIONS

     1.1  DEFINITIONS. As used in this Agreement and in the other Loan
Documents, unless otherwise expressly indicated herein or therein, the following
terms shall have the following meanings (such definitions to be applicable both
to the singular and plural terms defined):

          ACQUISITION COST: all costs and expenses incurred by an End-User (in
     the case of installment/conditional sales contracts) or by Borrower (in the
     case of any Leases with Borrower as lessor) in connection with the
     acquisition of any Eligible Equipment, including, without limitation, sales
     or use taxes, freight or installation costs, and license fees, but
     excluding any deposits (including security deposits) or down/advance
     payments made by End-User, or manufacturer's discounts.

          ADVANCE: a loan which is part of the Facility.

          AFFILIATE: any Person that directly or indirectly, through one or more
     intermediaries, controls or is controlled by or is under common control
     with another Person. The term "control" means possession, directly or
     indirectly, of the power to direct or cause the direction of the management
     and policies of a Person, whether through the ownership of voting
     securities, by contract or otherwise. For the purposes hereof, any Person
     which owns or controls, directly or indirectly, 51% or more of the
     securities of another Person shall be deemed to "control" such Person.

          AGREEMENT or LOAN AND SECURITY AGREEMENT: this Loan and Security
     Agreement, as amended or supplemented at any time.

          AMORTIZATION SCHEDULE: a schedule approved by Lender for the repayment
     of each Advance.

          APPROVED CONTRACT TERM: without the prior written approval of Lender,
     a period of time not less than 24 months and not more than 48 months.

          ASSIGNMENT: the assignment of Contracts, and any Lien applicable
     thereto in the form of EXHIBIT A executed by Borrower in favor of Lender.

          BANK: First Bank National Association.

          BORROWER EVENT OF DEFAULT: any of the Events of Default described in
     Section 8.1.

          BORROWER LIEN: a Lien on Collateral granted by an End-User to
     Borrower, which Lien has been assigned by Borrower to Lender pursuant to an
     Assignment.

          BORROWER'S OBLIGATIONS: (i) all liabilities, obligations and covenants
     imposed upon Borrower pursuant to the terms of the Loan Documents, and (ii)
     all costs of litigation, collection, reasonable attorneys' fees and other
     costs expended or incurred in connection with the enforcement of Lender's
     rights hereunder and with respect to the Contracts and the Facility
     Equipment.

          BUSINESS DAY: any day other than (i) a Saturday, (ii) Sunday or (iii)
     other day on which The First National Bank of Chicago, Chicago, Illinois is
     closed.

          CASUALTY: an event in which any item of Facility Equipment or any
     portion thereof is lost, damaged (and such damage cannot reasonably be
     repaired by Borrower or an End-User of such Facility Equipment within 60
     days), destroyed, stolen, confiscated, requisitioned or condemned
     regardless of cause.

          CASUALTY PAYMENTS: all proceeds of the Collateral which arise out of
     any Casualty, including, without limitation, insurance claims, tort claims,
     or reimbursement payments with respect to claims for indemnity.

          CERTIFICATE OF ACCEPTANCE: a certificate of delivery and acceptance
     executed by an End-User pursuant to a Contract with respect to Facility
     Equipment, substantially in the form included in SCHEDULE 4.1.2.

          CLOSING: the execution by Borrower and Lender of the Loan Documents.

          CLOSING CERTIFICATE: a certificate in the form of EXHIBIT C executed
     by a Responsible Officer on behalf of Borrower.

          CLOSING DATE: the date upon or as of which the Closing occurs.

          COLLATERAL: the Property described in Section 3.2.

          CONTRACT: (i) a lease of Eligible Equipment by and between Borrower,
     as lessor, and an End-User, as lessee, or (ii) a note and security
     agreement/conditional sale contract by and between Borrower, as secured
     party, and an End-User, as debtor.

          CONTRACT EVENT OF DEFAULT: the Event of Default described in Section
     8.3.1.

          CONTRACT FUNDING REQUEST: a request for an Advance in the form of
     EXHIBIT E delivered by Borrower to Lender, with all attachments as
     specified therein.

          CONTRACT PAYMENT LETTER: a letter in the form of EXHIBIT F.

<PAGE>

          CONTRACT PROCEEDS: funds received by Borrower with respect to any
     Facility Contract or any Facility Equipment which is the subject of a
     Facility Contract.

          DEFAULT RATE: an annual rate equal to 2% plus the Facility Rate, as
     applicable.

          DEFAULT RATE PERIOD: a period of time commencing on the date that
     Lender declares in writing to Borrower that a Borrower Event of Default has
     occurred and that the Default Rate is applicable and ending on the date
     that such Borrower Event of Default is cured or waived.

          DISBURSEMENT DATE: any date on or after the Closing Date upon which
     the proceeds of any Advance are disbursed.

          ELIGIBLE CONTRACT: a Contract (i) as to which the applicable Facility
     Funding Amount will not exceed the sum of $2,000,000.00 nor be less than
     $250,000.00 without the prior written approval of Lender, (ii) which
     conforms to Lender's credit underwriting standards, and (iii) meets all of
     the requirements set forth in Section 5.9 and all subsections thereunder,
     and (iv) which is in all other respects acceptable to Lender.

          ELIGIBLE END-USER: an End-User (i) which is not in bankruptcy or
     receivership or subject to a reorganization proceeding of any kind or
     insolvent, (ii) which is not in default or breach under any of the terms of
     the applicable Contract, and (iii) which, pursuant to underwriting
     standards jointly agreed upon in writing between Borrower and Lender, is a
     financially responsible and creditworthy commercial or institutional entity
     (other than a Governmental Body).

          ELIGIBLE EQUIPMENT: gaming or other equipment (i) which is new or
     used, (ii) which is in good condition, repair and working order, (iii)
     which is insured in the manner provided in the applicable Contract, (iv)
     (A) which is owned by Borrower free and clear of all Liens except a Lender
     Lien, or (B) in which the End-User thereof has granted Borrower a security
     interest free and clear of all Liens except Permitted Liens, (v) which is
     located within the continental United States, (vi) which is subject to an
     Eligible Contract, and (vii) which is otherwise approved by Lender.

          END-USER: the end-user under a Contract.

          EQUIPMENT: equipment which has been approved by Lender, free and clear
     of all liens and encumbrances, together with all substitutions and
     replacements for such equipment, and all accessories, attachments, parts,
     upgrades, features and peripheral equipment now or hereafter attached to or
     used in connection therewith.

          ESTIMATED RESIDUAL: as reflected on the Amortization Schedule to each
     Promissory Note, Borrower's estimated value, as of the end of the related
     primary Contract term, of Facility Equipment. In no event shall the
     Estimated Residual exceed sixty percent (60%) of the Orderly Liquidation
     Value of the Facility Equipment at Contract termination as set forth in the
     latest American Appraisal Associates report referred to in Section 6.4(v)
     hereof or unless otherwise agreed to in writing by Lender.

          EVENT OF DEFAULT: any Borrower Event of Default or Contract Event of
     Default.

          EVIDENCE OF INSURANCE: either (i) an original certificate of
     insurance, (ii) documentation sufficient to establish coverage under a
     previously approved policy of Borrower, or (iii) if approved in writing by
     Lender, evidence of self-insurance by an End-User under a Facility
     Contract.

          FACILITY: the Advances to be made by Lender to Borrower pursuant to
     Article II and Section 4.2.

          FACILITY CONTRACT: an Eligible Contract which is subject to an
     Advance, along with all applicable related documentation. For the purposes
     of this Agreement, all references to a schedule under a Facility Contract
     shall be deemed to incorporate the terms and conditions of the related
     master Lease.

          FACILITY EQUIPMENT: any Eligible Equipment which is the subject of a
     Facility Contract.

          FACILITY FUNDING AMOUNT: with respect to each Facility Contract which
     is proposed to be made the subject of an Advance, the lesser of:

          (i)  One Hundred percent (100%) of the Acquisition Cost for each item
               of Facility Equipment, or

          (ii) the sum of:

               (A)  the present value of all assigned periodic payments due
                    thereunder for the Approved Contract Term of each such
                    Facility Contract, AND

               (B)  the present value of the Estimated Residual;

               using a discount rate to determine such present values equal to
               the Facility Rate.

          FACILITY NOTE: a full recourse promissory note in the form of EXHIBIT
     G executed by Borrower in favor of Lender in conjunction with each Advance.

          FACILITY RATE: with respect to each Advance, a fixed per annum
     interest rate equal to the sum of (i) 3.00%; and (ii) the weekly average
     U.S. Treasury Constant Maturities for a Treasury Note having approximately
     an equal term as the weighted average term of the Contracts subject to the
     applicable Advance, as reported by the Federal Release for the calendar
     week immediately preceding a Disbursement Date.

          FEDERAL RELEASE: Federal Reserve Statistical Release No. H.15(519)
     under the caption "U.S. Government Securities/Treasury Constant Maturities"
     or any successor publication providing information as to the yields of
     Treasury Notes.

          GAAP: generally accepted accounting principles as in effect from time
     to time, which shall include the official interpretations thereof by the
     Financial Accounting Standards Board, consistently applied.

          GAMING AUTHORITIES: the governmental agencies and/or commissions
     having jurisdiction over Borrower in the various states in which Borrower
     does business.

                                       2

<PAGE>

          GAMING LAWS: the statutes and regulations relating to gaming and the
     operation of Gaming Device Goods promulgated by the various states and
     Gaming Authorities in which Borrower does business.

          GAMING DEVICE GOODS: Equipment consisting of electronic and mechanical
     gaming devices with integral attachments.

          GOOD FUNDS: United States dollars available to Lender in Federal funds
     at or before 2:00 p.m. Chicago time on a Business Day.

          GOVERNMENTAL BODY: any foreign, federal, state, municipal or other
     government, or any department, commission, board, bureau, agency, public
     authority or instrumentality thereof or any court or arbitrator.

          GUARANTY: the continuing guaranty to be executed and delivered by PDS
     FINANCIAL CORPORATION, substantially in the form of Exhibit M, as amended,
     supplemented or otherwise modified from time to time.

          INCIPIENT DEFAULT: any event or condition which, with the giving of
     notice or the lapse of time, or both, would become an Event of Default.

          INTANGIBLE COLLATERAL: as defined in Section 3.2(b).

          LEASE: any lease agreement or master lease agreement pertaining to
     Eligible Equipment between Borrower, as lessor and another Person, as
     lessee.

          LENDER LIEN: the Lien on the Collateral granted by Borrower to Lender
     pursuant to Article III of this Agreement.

          LIEN: any mortgage, deed of trust, hypothecation, pledge, security
     interest, encumbrance, lien or charge of any kind (including any agreement
     to give any of the foregoing), any conditional sale or other title
     retention agreement or any lease in the nature of any of the foregoing.

          LOAN DOCUMENTS: this Agreement, the Notes, the Guaranty, the
     Assignments, the Contract Funding Requests, the Closing Certificate, UCC
     financing statements, and all other documents, instruments, and
     certificates executed by Borrower pursuant to this Agreement.

          LOAN REPAYMENT AMOUNT: with respect to an Advance at any time, the
     aggregate unpaid principal of, and accrued interest (including any interest
     accrued at the Default Rate) computed in accordance with the Simple
     Interest Method, on such Advance.

          LOCKBOX: the arrangement with the Bank, who will act as the agent for
     collection of all remittances and proceeds due to Borrower from End-Users
     subject to Facility Contracts, and which shall be identified as follows:

                         PDS Financial Corporation - Nevada
                         _________________________

          LOCKBOX AGREEMENT: the agreement among Borrower, Guarantor, Lender and
     Bank, substantially in the form attached hereto as EXHIBIT D, which shall
     set forth the terms, conditions and provisions of the Lockbox.

          NOTES: the Facility Note executed in conjunction with each Advance.

          ORDINARY PREPAYMENT PREMIUM: (i) Five Percent (5%) of the amount
     prepaid if prepaid prior to the first anniversary of the related
     Disbursement Date, (ii) Four Percent (4%) of the amount prepaid if prepaid
     after the first anniversary to the second anniversary of the related
     Disbursement Date, (iii) Three Percent (3%) of the amount prepaid if
     prepaid after the second anniversary to the third anniversary of the
     related Disbursement Date; and (iv) Two Percent (2%) of the amount prepaid
     if prepaid after the third anniversary of the related Disbursement Date.

          PDS LOAN AGREEMENT: that certain Loan and Security Agreement dated as
     of June 20, 1997 by and between Lender and PDS FINANCIAL CORPORATION.

          PERMITTED LIENS: any of the following Liens: (i) the Lender Lien; (ii)
     the Contracts; (iii) any Borrower Lien; (iv) any Liens expressly
     subordinate to (i), (ii) and/or (iii) above; and (v) Liens for taxes or
     assessments and similar charges, which either are (A) not delinquent or (B)
     being contested diligently and in good faith by appropriate proceedings,
     and as to which Borrower has set aside adequate reserves on its books.

          PERMITTED SUBSTITUTION: the substitution by Borrower of an Eligible
     Contract for a Facility Contract, in accordance with the provisions of
     Section 3.3.

          PERSON: any individual, sole proprietorship, partnership, joint
     venture, trust, unincorporated organization, association, corporation,
     institution, entity, party or Governmental Body.

          PROPERTY: all types of real, personal or mixed property and all types
     of tangible or intangible property.

          REPLACEMENT CONTRACT: a Facility Contract which is created by the
     terminating of an existing Facility Contract and financing a portion of the
     Eligible Equipment on a new Facility Contract.

          RESIDUALS: all proceeds (net of refurbishment costs, if any) derived
     from the Equipment as a result of (i) extended or renewal Contract
     payments, (ii) exercised purchase options, and/or (iii) sale or lease of
     the Equipment to third parties; PROVIDED, HOWEVER, that with respect to
     such extended or renewal Contract payments, or third-party lease proceeds,
     such proceeds (including any estimated fair market value purchase option at
     end of the renewal period as reflected in the most recent American
     Appraisal Associates report referred to in Section 6.4(v) hereof) shall be
     discounted to present value using a discount rate equal to the Facility
     Rate in effect at the time of such re-lease.

          RESPONSIBLE OFFICER: any of the Chairman, President, Treasurer,
     Secretary or Vice President of Borrower.

          TREASURY NOTES shall mean unsecured promissory notes issued, from time
     to time, as an obligation of the United States Government by the Secretary
     of the Treasury in various denominations and with stated maturity dates
     from the date of issue.

          UCC: the Uniform Commercial Code.

          U.S. TREASURIES CONSTANT MATURITIES: as defined in the Federal
     Release.

                                       3

<PAGE>

     1.2  TIME PERIODS. In this Agreement and the other Loan Documents, in the
computation of periods of time from a specified date to a later specified date
(i) the word "from" means "from and including," (ii) the words "to" and "until"
each mean "to, but excluding" and (iii) the words "through," "end of" and
"expiration" each mean "through and including." All references in this Agreement
and the other Loan Documents to "month," "quarter" or "year" shall be deemed to
refer to a calendar month, quarter or year.

     1.3  ACCOUNTING TERMS. Unless otherwise specified in this Agreement, all
accounting terms used herein shall be construed, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered
pursuant hereto shall be prepared in accordance with GAAP.

     1.4  REFERENCES. All references in this Agreement to an "Article,"
"Section," "subsection," "subparagraph," "clause," "Schedule" or "Exhibit,"
unless otherwise indicated, shall be deemed to refer to an Article, Section,
subsection, subparagraph, clause, Schedule or Exhibit, as applicable, of or to
this Agreement.

     1.5  LENDER'S DISCRETION. Whenever the terms "satisfactory to," "determined
by," "acceptable to," "shall elect," "shall request," or similar terms are used
in this Agreement or any of the other Loan Documents to apply to Lender, except
as otherwise specifically provided herein or therein, such terms shall mean
satisfactory to, at the election of, determined by, acceptable to, or requested
by, Lender, in its sole, but reasonable, discretion.

     1.6  STATEMENTS AS TO KNOWLEDGE. Any statements, representations or
warranties which are based upon the best knowledge of Borrower shall be deemed
to have been made after due inquiry with respect to the matter in question.

                                      ARTICLE II

                        FACILITY AND PAYMENT/PREPAYMENT TERMS

     2.1  THE REVOLVING TERM FACILITY: The Facility is one or more  full
recourse Advances made by Lender from time to time at its sole discretion to
fund Eligible Contracts, subject to the provisions of Article II and Section
4.2. Notwithstanding anything contained herein to the contrary, the maximum
amount outstanding under both (i) the Facility and (ii) the PDS Loan Agreement,
at any one time shall not exceed Ten Million Dollars ($10,000,000.00).

     2.2  VOLUNTARY TERMINATION OF FACILITY. Upon not less than sixty (60) days'
prior notice, either party may notify the other of its intention not to
seek/provide any further financing hereunder; PROVIDED, however, that
notwithstanding the foregoing, all of Borrower's Obligations shall survive any
expiration or termination of this Agreement and/or the termination of any
Facility Contract.

     2.3  INTEREST RATE, COMPUTATION. Each Advance shall be indicated by a
Facility Note, which shall bear interest at the Facility Rate noted thereon,
which shall be computed on the basis of a year consisting of 360 days and
charged for the actual number of days during the period for which interest is
being charged.

     2.4  SERVICING AND PAYMENTS. Borrower, at its sole cost and expense, shall
be responsible for the billing and collecting of the payments due under any
Contract(s). All non Automated Clearing House ("ACH") billing with respect to
Facility Contracts shall be accomplished by separate invoices (i.e., not
included in invoices to the same End-User for rentals or other payments due
under any other agreement between Borrower and End-User), and shall direct the
End-Users to forward all Facility Contract remittances (including, but not
limited to rents, renewal rents and Casualty Payments) (i) to the Lockbox, which
shall be subject to the Lockbox Agreement, and at the Bank, or (ii) through the
ACH utilizing Bank's Electronic Funds Transfer ("EFT") service. The fees and
expenses of such Lockbox and ACH/EFT service shall be payable by Borrower. If
the underlying End-Users in an Advance have a single due date, Borrower shall
pay to Lender the amounts due under the related Facility Contracts within 15
days from such due date, whether or not such amounts have been remitted by the
respective End-Users. If the underlying End-Users in an Advance have a multiple
due dates, Borrower shall pay to Lender the amounts due under the related
Facility Contracts by the 10th of the following month, whether or not such
amounts have been remitted by the respective End-Users. All payments made
pursuant to this subsection 2.4 shall be applied FIRST, to any accrued and
unpaid fees and expenses then owed by Borrower to Lender; SECOND, to accrued and
unpaid interest then due Lender calculated at the Facility Rate through the last
date of such immediately preceding month, and THIRD, to principal due Lender on
the applicable Advances until paid in full. With the prior, written consent of
Lender, Borrower may elect to utilize Guarantor for the servicing
responsibilities set forth in this paragraph. In the event (i) Borrower fails to
perform the foregoing billing and collecting duties in a manner satisfactory to
Lender in its sole discretion, or (ii) of a Contract Event of Default which
remains uncured for more than ninety (90) days, then Lender may terminate
Borrower's authorization under this subparagraph (in the event of a Contract
Event of Default, such termination shall only relate to the specific Contract in
default).

     2.5  PREPAYMENT.

          2.5.1     VOLUNTARY PREPAYMENT. No voluntary prepayment by Borrower of
     any Advances shall be permitted; however, after the first anniversary of
     the initial Disbursement Date, Borrower shall be permitted to prepay the
     entire Facility  (without liability for the Ordinary Prepayment Premium) in
     the event the aggregate Loan Repayment Amount for all Contracts is less
     than Two Hundred Fifty Thousand Dollars ($250,000.00).

          2.5.2     MANDATORY PREPAYMENT.

               2.5.2.1   TERMINATION OF CONTRACT. If an End-User voluntarily
          terminates a Facility Contract before its scheduled expiration by
          exercising an option to purchase the Facility Equipment, Borrower
          shall prepay the associated Advance within ten (10) Business Days of
          such termination by paying to Lender (i) the Loan Repayment Amount
          with respect to such Advance, along with (ii) the greater of (A) the
          applicable Ordinary Prepayment Premium, or (B) any Residuals payable
          pursuant to Section 2.7. Notwithstanding the foregoing, if Borrower
          elects to exercise its right of Permitted Substitution with respect to
          such terminated Facility Contract, no Ordinary Prepayment Premium
          shall be payable with respect thereto.

                                       4

<PAGE>

               2.5.2.2   CASUALTY. If any Equipment subject to an Advance is
          lost or damaged, and cannot be repaired or replaced with substantially
          similar Equipment by the first due date occurring not less than thirty
          (30) days after such loss or damage, Borrower shall prepay the
          associated Advance within ten (10) Business Days thereafter by paying
          to Lender the Loan Repayment Amount with respect to such Advance AND,
          to the extent Borrower is able to collect sufficient proceeds from the
          insurance carrier and/or the End-User, an amount to additionally
          reimburse Lender for costs incident to breaking its corresponding
          debt, which shall not exceed three percent (3%) of the principal
          amount prepaid, and which shall be evidenced by a certificate prepared
          by Lender showing, in reasonable detail, the calculation of such
          costs. No Ordinary Prepayment Premium shall be payable in respect to a
          mandatory prepayment made pursuant to this subsection.

               2.5.2.3   CONTRACT EVENT OF DEFAULT. If Borrower prepays an
          Advance pursuant to Section 8.3.3 with respect to a Contract Event of
          Default, no Ordinary Prepayment Premium shall be payable by Borrower
          to Lender in connection with any such prepayment, but Borrower shall
          continue to be liable to Lender for any Residuals realized pursuant to
          Section 2.7.

               2.5.2.4   EARLY TERMINATION WITHOUT END-USER BUYOUT. If a
          Facility Contract is voluntarily terminated by a End-User prior to the
          scheduled expiration, without the exercise of a purchase option,
          Borrower shall prepay the associated Advance within thirty (30) days
          of such event by paying to Lender the (i) Loan Repayment Amount along
          with (ii) the greater of (A) the applicable Ordinary Prepayment
          Premium, or (B) any Residuals payable pursuant to Section 2.7.
          Notwithstanding the foregoing, if Borrower elects to exercise its
          right of Permitted Substitution with respect to such terminated
          Facility Contract, no Ordinary Prepayment Premium shall be payable
          with respect thereto.

               2.5.2.5   UPGRADES AND ADDITIONS. Borrower may agree with an
          End-User under a Facility Contract that the Equipment subject to such
          Contract shall be upgraded or that additional Eligible Equipment
          should be added, resulting in a new Facility Contract or replacement
          Facility Contract.

                    (a)  AMENDMENT OF FACILITY CONTRACT SCHEDULE TO INCORPORATE
               UPGRADES/ADDITIONS. If Borrower and such End-User amend such
               Facility Contract to increase the payments payable thereunder in
               consideration of such upgrade or addition, Borrower may request
               that Lender finance the additional Contract Proceeds arising
               under such amendment (the "Contract Amendment") attributable to
               such increase in payments. Not later than ten (10) Business Days
               after such request, Lender shall give Borrower written advice as
               to whether Lender, in its sole discretion, has elected to finance
               such additional Contract Proceeds. If Lender fails to give such
               advice within such ten (10) day period, Lender shall be deemed to
               have declined to finance such additional Contract Proceeds and
               shall so advise Borrower in writing. If Lender agrees to finance
               such additional Contract Proceeds, Lender shall, subject to
               satisfaction of the conditions precedent set forth in Section
               4.2, make an Advance in an amount as Lender shall determine. The
               Disbursement Date with respect to such Advance shall be a date
               agreed upon in writing by Lender and Borrower. If Lender agrees
               to make such an Advance, the Contract Amendment shall be
               considered a "Facility Contract" for all purposes of this
               Agreement. If Borrower finances such upgrades or additions
               through a source other than Lender and does not prepay in
               accordance with this Section, Borrower covenants and agrees that
               any security interest granted to a source other than Lender shall
               not conflict with or prime Lender's security interest.

                    (b)  TERMINATION OF CONTRACT SCHEDULE/EXECUTION OF A
               REPLACEMENT CONTRACT. If Borrower and such End-User agree that
               the Equipment subject to a Facility Contract shall be upgraded,
               and agree to terminate the related Facility Contract and enter
               into a Replacement Contract schedule incorporating a portion of
               the existing Equipment and the upgrade/additional Equipment,
               Borrower may request that Lender finance the Replacement
               Contract. Not later than ten (10) Business Days after such
               request, Lender shall give Borrower written advice as to whether
               Lender, in its sole discretion, has elected to finance such
               Replacement Contract. If Lender fails to give such advice within
               such ten (10) day period, Lender shall be deemed to have declined
               to finance such additional Contract Proceeds and shall so advise
               Borrower in writing. If Lender agrees to finance such Replacement
               Contract, Borrower shall pay to Lender the Loan Repayment Amount
               with respect to the existing Facility Contract, and Lender shall,
               subject to satisfaction of the conditions precedent set forth in
               Section 4.2, make an Advance in an amount equal to the lesser of
               (i) the present value of all payments due thereunder (with the
               exception of any manufacturer's discounts, deposits (including
               security deposits) or down/advance payments made by End-User) for
               the Approved Contract Term of each such Facility Contract, using
               a discount rate to determine such present value equal to the
               Facility Rate, or (ii) the sum of (A) One Hundred percent (100%)
               of the Acquisition Cost for each item of Facility Equipment that
               was not previously subject to the existing Facility Contract and
               (B) the Loan Repayment Amount with respect to the existing
               Facility Contract. The Disbursement Date with respect to such
               Advance shall be a date agreed upon in writing by Lender and
               Borrower. If Lender agrees to make such an Advance, the
               Replacement Contract shall be considered a "Facility Contract"
               for all purposes of this Agreement.

                    If Lender elects not to finance a Replacement Contract
               pursuant to this Section, Borrower may give Lender not less than
               ten (10) Business Days prior notice of its intention to prepay
               the Advance made to finance the Facility Contract. Borrower
               shall, prior to the next Facility Contract due date, pay the Loan
               Repayment Amount with respect thereto. No Ordinary Prepayment

                                       5

<PAGE>

               Premium shall be payable in respect of an optional prepayment
               made pursuant to this Section.

          2.5.3     NO OTHER PREPAYMENTS PERMITTED. No Advance may be prepaid
     except as otherwise expressly provided in this Agreement.

          2.5.4     INVOLUNTARY PREPAYMENT. Any prepayment of the Advances
     received by Lender resulting from the exercise by Lender of any remedy
     available to Lender subsequent to the occurrence of a Borrower Event of
     Default and the acceleration of Borrower's Obligations shall be deemed to
     be a mandatory prepayment, and the applicable Ordinary Prepayment Premium
     shall be payable with respect thereto.

     2.6  CONTRACT EXTENSIONS OR END-USER BUYOUT FINANCING. If, at the end of
the Approved Contract Term an End-User elects to (i) extend the Contract, or
(ii) purchase the Facility Equipment subject thereto with financing provided by
Borrower, Borrower shall offer to Lender the right of first refusal to finance
such Contract extension or such end-of-term purchase option. Not later than ten
(10) Business Days after such request, Lender shall give Borrower written advice
as to whether Lender, in its sole discretion, has elected to provide such
financing. If Lender fails to give such advice within such ten (10) day period,
Lender shall be deemed to have declined such financing and shall so advise
Borrower in writing. If Lender agrees to provide such financing, Lender and
Borrower shall mutually agree regarding the terms thereof. All Contract Proceeds
received by Borrower and forwarded to Lender hereunder shall be subject to the
Residual Sharing provisions of Section 2.7 hereof.

     2.7  RESIDUAL SHARING. Lender shall be entitled to receive 100% of the
Residuals attributable to any Facility Contract until Lender shall have
recovered the balloon payment/Estimated Residual amount set forth in the
applicable Amortization Schedule (which Lender shall have full recourse to
Borrower); subsequent thereto, Lender shall be entitled to thirty five percent
(35%) of such Residuals, and Borrower shall be entitled to sixty five percent
(65%) of such Residuals.

     2.8  LATE CHARGES; DEFAULT RATE. If any payment of principal or interest to
be made by Borrower to Lender under the Facility becomes past due for a period
of 10 days, Borrower shall pay to Lender on demand a late charge of five percent
(5%) of the amount of such overdue payment. In addition, during a Default Rate
Period, Borrower's Obligations pertaining to the Facility shall bear interest at
the Default Rate.

     2.9  PAYMENT AFTER BORROWER EVENT OF DEFAULT. Upon the occurrence and
during the continuation of a Borrower Event of Default, all Contract Proceeds
pertaining to Facility Contracts and/or Facility Equipment shall be applied by
Lender in such manner as Lender shall determine.

     2.10 MAXIMUM INTEREST. Notwithstanding any provision to the contrary herein
contained, Lender shall not collect a rate of interest on any obligation or
liability due and owing by Borrower to Lender in excess of the maximum contract
rate of interest permitted by applicable law. Lender and Borrower have agreed
that the interest laws of the State of Illinois shall govern the relationship
between them, but in the event of a final adjudication to the contrary, NUNC PRO
TUNC, Borrower shall be obligated to pay to Lender only such interest as then
shall be permitted by the applicable laws of the State found to govern the
contract relationship between Lender and Borrower. All interest found in excess
of that rate of interest allowed and collected by Lender shall be applied to the
Advances in such manner as to prevent the payment and collection of interest in
excess of the rate permitted by applicable law.

     2.11 METHOD OF PAYMENT; GOOD FUNDS. All payments which are to be made by
Borrower to Lender pursuant to the Loan Documents shall be made by wire transfer
to BANK OF AMERICA, 231 South LaSalle Street, Chicago, Illinois 60697; ABA
#071000039, Heller Financial, Inc., Acct. #74-21753, Phone Advice to Product
Credit Manager -- LPG and to Product Business Manager -- LPG: 630-916-1116.
Payment shall not be deemed to be received until Lender is in receipt of Good
Funds.

                                     ARTICLE III

                               NOTES; SECURITY INTEREST

     3.1  NOTES. Borrower's Obligations described in clause (i) of the
definition of such term shall be evidenced by the Notes.

     3.2  GRANT OF SECURITY INTEREST. As security for the payment and
performance of Borrower's Obligations, Borrower hereby grants to Lender, subject
to all mandatory provisions of law, including without limitation, the Gaming
Laws, a Lien in the following described collateral (the "Collateral"), such Lien
to be superior and prior to all other Liens other than Permitted Liens:

          (a)  FACILITY EQUIPMENT. All of Borrower's right, title and interest
     (including any residual interest) in and to the Facility Equipment.

          (b)  THE CONTRACTS. All chattel paper and Contracts pertaining to any
     Facility Equipment, including, without limitation, all of Borrower's right,
     title and interest in, to and under each Facility Contract relating to each
     item of Facility Equipment and the right to receive all payments thereunder
     (collectively, the "Intangible Collateral").

          (c)  LOCKBOX AND LOCKBOX AGREEMENT. The Lockbox and Lockbox Agreement.

          (d)  BOOKS AND RECORDS. All of the books and records of Borrower
     pertaining to the Property described in subparagraphs (a) - (c) above.

          (e)  PROCEEDS. All attachments, additions, accessions, upgrades,
     accessories and replacements pertaining to the items described in
     subparagraphs (a) through (d) above, as applicable, including all cash and
     non-cash proceeds (including Casualty Payments and other insurance
     proceeds) pertaining thereto.

     Lender shall not be required to look to the Collateral for the payment of
Borrower's Obligations, but may proceed against Borrower in such manner as
Lender deems desirable. All of the Collateral assigned to Lender hereunder shall
secure the payment and performance of all of Borrower's Obligations, and whether
now

                                       6

<PAGE>

existing or in the future; provided, however, that upon the payment and
performance in full of all of Borrower's Obligations with respect to a Facility
Contract (or the exercise of a Permitted Substitution with respect thereto), the
Loan Documents applicable to such Facility Contract and such Facility Equipment
shall automatically terminate, Lender shall execute and deliver to Borrower such
UCC termination statements and other instruments as may be necessary to release
the applicable Lender Lien(s) in the related Collateral, and shall return all
items of chattel paper to Borrower with respect thereto.

     3.3  SUBSTITUTION OF CONTRACTS. Within One Hundred Twenty (120) days after
a Contract Event of Default occurs, or immediately in the event of a prepayment
by an End-User with respect to a Facility Contract, or with the prior, written
agreement of Lender, in addition to any other remedy available hereunder to
Borrower with respect thereto, Borrower may substitute another Eligible Contract
for an existing Facility Contract ("Existing Facility Contract"), provided (i)
that the present value (determined using a discount rate which is equal to the
Facility Rate which is applicable to the Existing Facility Contract) of the
payments remaining under such Substitute Contract, is equal to or greater than
the present value (calculated as described above) of the remaining payments of
such Existing Facility Contract, including any payments which are past due under
such Existing Facility Contract; and (ii) that the number of payments remaining
under such Substitute Contract equals or exceeds the number of payments
remaining under the Existing Facility Contract. If such substitution occurs as a
result of a Contract Event of Default, such substitution shall be deemed to cure
such Contract Event of Default. As a precondition to any Permitted Substitution,
Lender shall have the right to verify the existence and terms of such Substitute
Contract with the applicable End-User.

                                      ARTICLE IV

                           CONDITIONS OF CLOSING; ADVANCES

     4.1  CONDITIONS OF CLOSING. The Closing shall not take place unless all of
the conditions set forth in this Section 4.1 have been satisfied in a manner,
form and substance satisfactory to Lender:

          4.1.1     REPRESENTATIONS AND WARRANTIES. On the Closing Date, the
     representations and warranties of Borrower set forth in the Loan Documents
     shall be true and correct in all material respects.

          4.1.2     DELIVERY. The following shall have been delivered to Lender,
     each duly authorized and executed:

               (a)  the Agreement, with all Exhibits and Schedules, the
          Guaranty; and the Closing Certificate;

               (b)  a certificate of the Secretary or an Assistant Secretary of
          Borrower in the form of EXHIBIT H, with all attachments noted therein;

               (c)  a certified copy of the forms of Contract used by Borrower,
          to be attached to the Agreement as SCHEDULE 4.1.2;

               (d)  the Lockbox Agreement; and

               (e)  such additional instruments, documents, certificates,
          consents, financing statements, waivers and opinions as Lender
          reasonably may request, including, but not limited to, a Trust
          Agreement substantially in the form of EXHIBIT N hereto, in the event
          that Borrower will be retaining possession of any original master
          leases comprising Facility Contracts.

          4.1.3     SECURITY INTERESTS. All UCC financing statements, including
     UCC-1(s) naming Borrower as debtor and Lender as secured party to be filed
     where applicable, using the collateral description substantially in the
     form attached hereto as EXHIBIT B, shall have been filed and confirmation
     thereof received by Lender.

          4.1.4     OPINION OF COUNSEL. Lender shall have received from DORSEY &
     WHITNEY, LLP, counsel to Borrower, an opinion dated the Closing Date,
     addressed to Lender in the form of EXHIBIT I, as well as similar opinions
     from outside counsel to Borrower in every state in which Borrower
     originates Eligible Contracts subject to Advances hereunder.

          4.1.5     PERFORMANCE; NO DEFAULT. Borrower shall have performed and
     complied with all agreements and conditions contained in the Loan Documents
     to be performed by or complied with prior to or at the Closing Date.

          4.1.6     APPROVAL OF LOAN DOCUMENTS AND SECURITY INTERESTS. The
     approval and/or consent shall have been obtained from all Governmental
     Bodies and all other Persons whose approval or consent is necessary or
     required to enable Borrower to (i) enter into and perform its obligations
     under the Loan Documents, (ii) grant to Lender the Lender Lien and (iii)
     consummate the Advances.

          4.1.7     MATERIAL ADVERSE CHANGE. Since the issuance of Borrower's
     most recent fiscal year-end financial statements, no event shall have
     occurred which has a material adverse effect on (i) the financial
     condition, Property, business, operations, ownership, structure, prospects
     or profits of Borrower, (ii) the ability of Borrower to perform its
     obligations under the Loan Documents, or (iii) the Collateral.

     4.2  PROCEDURES FOR AND CONDITIONS TO ADVANCES

          4.2.1     DISCRETIONARY BORROWING/LENDING. NOTWITHSTANDING THE OTHER
     PROVISIONS OF THIS AGREEMENT, ADVANCES SHALL BE MADE ONLY WHEN BOTH (I)
     BORROWER, IN ITS SOLE DISCRETION, DESIRES TO BORROW MONEY FROM LENDER, AND
     (II) LENDER, IN ITS SOLE DISCRETION, DESIRES TO LOAN MONEY TO BORROWER; IT
     BEING AGREED THAT THIS AGREEMENT SHALL NOT BE CONSTRUED AS IMPOSING ANY
     DUTY ON BORROWER TO BORROW FROM LENDER, NOR ANY DUTY ON LENDER TO LOAN TO
     BORROWER. IN CONSTRUING THE PURPOSE AND INTENT OF THIS AGREEMENT, THIS
     SECTION 4.2.1 SHALL TAKE PRECEDENCE OVER ALL OTHER PROVISIONS.

                                       7

<PAGE>

          4.2.2     PROCEDURE FOR ADVANCE(S). Subject to the satisfaction of the
     terms and conditions set forth in this Section 4.2, on or after the Closing
     Date Borrower may request Lender to disburse the proceeds of any Advance as
     set forth by Borrower in the related Contract Funding Request. The Contract
     Funding Request shall specify: (A) the date such Advance is to be made,
     which shall be  a Business Day not less than 5 Business Days after the
     delivery to Lender of such Contract Funding Request, and (B) the amount of
     Advance, which shall not exceed the applicable Facility Funding Amount, and
     without the written consent of Lender, be not less than $500,000.00. Lender
     shall not be obligated to consider making any Advance (i) if an Incipient
     Default or Event of Default exists or will occur if the requested Advance
     is made, (ii) any more frequently than twice each month under the Facility,
     or (iii) with respect to any Contract which Lender determines is not an
     Eligible Contract or for an End-User which Lender determines is not an
     Eligible End-User.

          4.2.3     CONDITIONS OF ADVANCES. Lender shall not be obligated to
     consider making any Advance(s) on or after the Closing Date unless all of
     the conditions set forth in this Section 4.2 have been satisfied in a
     manner, form and substance satisfactory to Lender, including the following:

               4.2.3.1   REPRESENTATIONS AND WARRANTIES. On the date of such
          Advance, the representations and warranties of Borrower set forth in
          the Loan Documents shall be true and correct in all material respects.
          Lender shall have the right, as a precondition to any Advance made
          more than one year after June 20, 1997, to require updated evidence of
          Borrower's and Borrower's officers' authority to execute Advance
          documentation, and to require ratifications of the Guaranty.

               4.2.3.2   DELIVERY OF DOCUMENTS. In addition to the documents
          previously delivered to Lender pursuant to Section 4.1, the following
          shall have been delivered to Lender, each duly authorized and
          executed:

                    (a)  the Contract Funding Requests for the Advances to be
               made, with all attachments noted therein;

                    (b)  such additional instruments, documents, certificates,
               consents, financing statements, waivers and opinions as Lender
               reasonably may request, including any opinions of outside counsel
               required under Section 4.1.4 not previously received by Lender.

               4.2.3.3   SECURITY INTERESTS. All UCC financing statements,
          including, but not limited to:

                    (a)  in the case of Facility Contracts under which Borrower
               is deemed by Lender to be the owner of the Equipment, UCC-1(s)
               naming Borrower as debtor, and Lender as secured party, to be
               filed where the Equipment is located and at Borrower's principal
               place of business,

                    (b)  UCC-1(s) naming End-User as debtor or lessee, and
               Borrower as secured party or lessor, to be filed in the state(s)
               where the Equipment is located,

                    (c)  In the event that Lender has not been named as assignee
               on the UCC-1(s) referred to in subsection 4.2.3.3(b), UCC-3(s),
               as required, naming Lender as assignee to be filed in the
               jurisdiction(s) where the UCC-1(s) referred to in subsection
               4.2.3.3(b) are filed, and

                    (d)  all other filings and actions necessary to perfect and
               maintain the Lender Lien as a valid and perfected Lien in the
               Collateral,

               shall have been filed and confirmation thereof received by
               Lender.

               4.2.3.4   CONFIRMATION WITH END-USERS AND VENDORS. Lender or its
          agents, at Lender's discretion, shall have verified with all End-Users
          the existence and terms of the related Facility Contract, the delivery
          of the Facility Equipment, and shall have verified that the vendors
          and/or Facility Equipment suppliers have been paid.

               4.2.3.5   ADDITIONAL CONDITIONS. Borrower shall have re-satisfied
          the conditions set forth in Sections 4.1.5 (PERFORMANCE; NO DEFAULT),
          4.1.6 (APPROVAL OF LOAN DOCUMENTS AND SECURITY INTERESTS), and 4.1.7
          (MATERIAL ADVERSE CHANGE) with respect to the requested Advance(s).

                                      ARTICLE V

                            REPRESENTATIONS AND WARRANTIES

     Borrower hereby represents and warrants to Lender as follows:

     5.1  ORGANIZATION, POWER, AUTHORITY, ETC. Borrower (i) is duly organized,
validly existing and in good standing under the laws of the State of Nevada,
(ii) is qualified to do business in every jurisdiction in which the character of
the Property owned or leased by it or the business conducted by it makes such
qualification necessary and the failure to so qualify would permanently preclude
Borrower from enforcing its rights with respect to any Facility Contract or
Facility Equipment or would expose Borrower to any material loss or liability,
(iii) has the power and authority to carry on its business, (iv) has the power
and authority to execute and perform this Agreement and the other Loan
Documents, and (v) has duly authorized the execution, delivery and performance
of this Agreement and the other Loan Documents.

     5.2  VALIDITY, ETC., OF LOAN DOCUMENTS. This Agreement and the other Loan
Documents constitute the legal, valid and binding obligations of Borrower and
are enforceable against Borrower in accordance with their respective terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by equitable principles (whether or not any
action to enforce such document is brought at law or in equity). The execution,
delivery and performance of the Loan Documents by Borrower (i) has not violated
and will not violate any provision of law, any order of any Governmental Body,
or the Certificate of Incorporation or Bylaws of Borrower (or the equivalent of
the foregoing if Borrower is not a corporation), or any indenture, agreement or
other instrument to which Borrower is a party, (ii) is not in conflict with,
will not result

                                       8

<PAGE>

in a breach of or, with the giving of notice, or the passage of time, or
both, will not constitute a default under any such indenture, agreement or
other instrument, and (iii) will not result in the creation or imposition of
any Lien of any nature whatsoever upon any of the Property of Borrower,
except for Permitted Liens.

     5.3  OTHER AGREEMENTS. Borrower is not a party to any agreement or
instrument materially adversely affecting its present or proposed business,
properties, or assets, and Borrower is not in default in the performance,
observance or fulfillment of any material obligation, covenant or condition set
forth in any agreement or instrument to which it is a party, which default would
have a material adverse effect on the ability of Borrower to consummate any of
the transactions contemplated by the Loan Documents or to perform any of its
obligations under any of the Loan Documents.

     5.4  PRINCIPAL PLACE OF BUSINESS. The principal place of business of
Borrower and its chief executive office are at 1050 East Flamingo Road, Suite
N-337, Las Vegas, Nevada 89119. Borrower has not done business under any name
other than PDS FINANCIAL CORPORATION - NEVADA.

     5.5  PRIORITY. The Lender Lien is subject to no prior Liens other than
Permitted Liens, and all Borrower Liens have been or will be assigned to Lender
pursuant to an Assignment.

     5.6  FINANCIAL STATEMENTS. Borrower has delivered to Lender the financial
statements described on SCHEDULE 5.6. Such financial statements present fairly
the financial condition and results of operations of Borrower as of the dates
and for the periods indicated therein. All of the foregoing financial
statements, except as otherwise indicated therein, have been prepared in
accordance with GAAP.

     5.7  LITIGATION. Except as set forth in SCHEDULE 5.7, there are no actions,
suits, arbitrations, proceedings or claims (whether or not purportedly on behalf
of Borrower) pending or to the best knowledge of Borrower, threatened, against
Borrower or maintained by Borrower, at law or in equity or before any
Governmental Body which, if adversely determined, would have a material adverse
effect on the ability of Borrower to consummate any of the transactions
contemplated by the Loan Documents or perform any of its obligations under any
of the Loan Documents.

     5.8  NECESSARY PROPERTY. Borrower has all necessary rights in its Property
(including all patents or trademarks) which are necessary to conduct the
business of Borrower as now conducted.

     5.9  VALIDITY AND ENFORCEABILITY OF CONTRACTS. At the time a Contract is
assigned to Lender (and thereupon becomes a Facility Contract) and, unless
expressly limited to that point in time, at all future times with respect to
each of the Facility Contracts, all rights assigned as part of the Facility
Contracts, including without limitation all Facility Equipment covered thereby:

          (i)  Any modifications of a Contract from the form approved by Lender,
     as attached to this Agreement as part of SCHEDULE 4.1.2, are identified in
     the Contract by amendment or conspicuous markings, letterings or title
     heading (e.g. "Additional Provisions"), and the existence of such
     modifications are noted by Borrower in the related Contract Funding
     Request; all Contracts have been originated by Borrower as either lessor or
     secured party; all Contracts arise from a bona fide non-cancelable contract
     for Eligible Equipment with an Eligible End-User for an Approved Contract
     Term; and all Equipment described in the Contracts is in all respects in
     accord with the requirements of the Contracts and has been delivered to and
     unqualifiedly accepted by the End-User thereunder; unless specifically
     agreed to by Lender in writing, none of the Equipment, after delivery and
     acceptance by the End-User, is a fixture under the applicable laws of any
     state where such Equipment is or may be located nor is located outside the
     United States;

          (ii) All Contracts and related Equipment comply with all applicable
     laws and regulations, including, without limitation, interest/usury,
     truth-in-lending and disclosure laws; all Contracts are genuine, valid,
     binding and enforceable in accordance with their terms, accurately describe
     the related Equipment and the Payments due under the Contracts, and are in
     all respects what they purport to be; all Contracts, the related Equipment
     and all proceeds thereof are not subject to any lien, claim or security
     interest except the interest of the End-User, which shall be assigned to
     Lender contemporaneously herewith, and Permitted Liens; and all Contracts,
     and related rights, agreements, documents and instruments are assignable to
     Lender without consent of any person, including without limitation, any
     End-User or any Governmental Body or agency and no such assignment will
     delegate, create or impose any duty, obligation or liability on Lender;

         (iii) At the time of Borrower's assignment of the Contracts,
     subject to compliance with all mandatory provisions of law, including
     without limitation, the Gaming Laws, Borrower has (A) good title to all of
     the Contracts, including the right to receive the payments due thereunder,
     (B) either good title to or a first, prior and perfected lien in all
     related Equipment; (B) all legal power, right and authority to sell the
     Contracts and grant the security interest described herein to Lender; (C)
     not sold, transferred, encumbered, assigned or pledged any part of the
     Contracts or related Equipment to any other Person; and (D) paid in full
     all vendors of the Equipment subject to the Contracts, or will agree to
     have Lender pay such vendors with the proceeds of the applicable Advance;

          (iv) All counterparts of all Contracts have been clearly marked to
     indicate that only one thereof is the "Original" and assignable, and such
     counterpart shall be the counterpart delivered to Lender at the time of
     Borrower's assignment of the Contract;

           (v) Except for any master leases, Borrower has provided Lender with
     an original of all material agreements entered into in connection with the
     Contracts, and the Equipment related to such Contracts; the Contract
     constitutes the entire agreement and there are no oral representations,
     warranties or agreements related thereto; the Contracts employ
     substantially standard pricing and documentation (including, without
     limitation, provisions concerning payment terms, assignment, maintenance,
     termination, renewal, insurance and stipulated loss provisions) which have
     been approved by Lender; the Contracts contain no

                                       9

<PAGE>

     purchase option to the End-User which has not been disclosed in writing
     to Lender;

          (vi) Each party to each Contract has all the legal capacity, power and
     right required for it to enter into such Contract and any supplemental
     agreements, and to perform its obligations thereunder; all such actions
     have received all corporate or governmental authorization required by any
     applicable charter, by-law constitution, law, rule or regulation;

         (vii) None of the following existed at the time of Borrower's
     assignment to Lender of the Contracts: (i) any payment owing with respect
     to any Contract is past due more than ten (10) days, (ii) any End-User is
     otherwise in default under a Contract, or (iii) any End-User has canceled
     or terminated or given notice of or attempted to cancel or terminate any
     Contract;

        (viii) There exist no setoffs, abatements, recoupments, claims,
     counterclaims or defenses on the part of any End-User under the Contracts
     to any claims against or obligations of any End-User thereunder, nor do the
     Contracts by their terms give rise to any such right of setoff, abatement,
     recoupment, claims, counterclaims or defenses against Borrower or assignee
     of Borrower;

          (ix) Borrower has not done anything that might impair the value of the
     Contracts or any Equipment covered by the Contracts;

           (x) All sales, gross receipts, property or other taxes, assessments,
     fines, fees and other liabilities relating to the Contracts, the related
     Equipment, or the proceeds thereof have been paid when due and all filings
     in respect of any such taxes, assessments, fines, fees and other
     liabilities have been timely made;

          (xi) Borrower is not in default which has continued beyond any
     applicable grace periods or cure rights of any of its obligations under the
     Contracts, including without limitation, any obligation to repair, maintain
     or replace any Equipment or to provide service as provided in the
     Contracts;

         (xii) The Contracts have not been altered, modified, changed or
     amended except as such alterations, modifications, changes or amendments
     are set forth in writing and provided to Lender prior to Borrower's
     assignment of the Contracts; nor will Borrower agree to any alterations,
     modifications, changes or amendments after Borrower's assignment without
     Lender's prior written consent;

        (xiii) At the time of Borrower's assignment of the Contracts, no
     amounts have been prepaid on the Contracts except advance payments which
     are required by the express written terms of the Contracts;

         (xiv) Borrower has not withheld any information or material facts
     in connection with any Contracts or Equipment which would make any
     information furnished to Lender misleading and Borrower has no knowledge of
     any Contract Event of Default or of any fact which may impair the validity,
     value or enforceability of any Contract or Equipment;

          (xv) To the best of Borrower's knowledge, any credit information
     provided to Lender by Borrower with respect to any End-User is true and
     correct in all material respects;

         (xvi) All Equipment covered by the Contract (A) is in good
     condition and repair and suitable for the purposes for which it is
     intended; (B) is covered by comprehensive physical damage insurance for the
     full insurable value thereof, unless otherwise mutually agreed to by
     Borrower and Lender, and, if applicable, general public liability coverage.
     Borrower, "its assigns and/or collateral assigns" have been named as "Loss
     Payee" and, if applicable, as "Additional Insured" on any policies procured
     by the End-User. Said insurance is in full force and effect, and has not
     lapsed or been cancelled by the End-User or the respective insurers;

        (xvii) The Contract will not be canceled or terminated or attempted
     to be canceled or terminated prior to the full term indicated for such
     Contract;

       (xviii) Borrower has not breached any representation, warranty or
     guarantee under the Contract or any agreement, document or instrument
     related thereto;

         (xix) Upon recording financing statements with respect to the
     Contracts and the related Equipment, and Lender's possession of the
     original chattel paper with respect thereto, Lender's security interest
     therein shall be perfected and shall have priority over all other liens,
     claims, rights of other persons and security interests with respect
     thereto; and

          (xx) Borrower has not filed any UCC-1 or other document in the public
     records against any End-User or End-User guarantor concerning any proposed
     Facility Contract or Equipment EXCEPT those which have been disclosed and
     either assigned or subordinated to Lender's interest in the Facility
     Contracts and the related Equipment and Proceeds, and there are no other
     UCC-1's or other public record filings concerning any part of any Facility
     Contracts or Equipment whether executed by or in favor of Borrower.

                                      ARTICLE VI

                                AFFIRMATIVE COVENANTS

     Borrower covenants and agrees with Lender as follows:

     6.1  PAYMENT OF BORROWER'S OBLIGATIONS. Borrower shall pay and perform all
of Borrower's Obligations as and when the same become due, payable and/or
performable, as applicable.

     6.2  PRESERVATION OF EXISTENCE. Borrower shall maintain its existence and
rights in full force and effect to the extent necessary to perform its
obligations under the Loan Documents.

     6.3  LEGAL REQUIREMENTS. Borrower (i) promptly and faithfully shall comply
with, conform to and obey all applicable present and future laws, ordinances,
rules, regulations and other requirements that could materially adversely affect
the conduct of its operations, including, but not limited to, maintain its
gaming licenses in the States where it is currently operating its business, and
(ii) shall use or cause the portion of the Collateral consisting of

                                       10

<PAGE>

Facility Equipment to be used in a manner and for the use contemplated by the
manufacturer thereof, and in material compliance with all laws, rules and
regulations of every Governmental Body having jurisdiction over such Facility
Equipment.

     6.4  FINANCIAL STATEMENTS AND OTHER REPORTS. Borrower shall maintain full
and complete books of account and other records reflecting the results of
Borrower's operations, all in accordance with GAAP, and shall furnish or cause
to be furnished to Lender within:

          (i)  30 days after the end of each quarter,  (I) the completed Lockbox
     Compliance Certificate for the preceding quarter, in the form attached
     hereto as EXHIBIT J, and (II) computer diskettes/tapes containing all
     backup data regarding Facility Contracts and Facility Equipment, in format
     set forth in EXHIBIT K;

          (ii) 30 days after the end of each month: (I) a delinquency report in
     the form attached hereto as EXHIBIT L, (II) a true and correct copy of the
     Bank, Lockbox and ACH statements for the preceding month, (III) if
     applicable, a report setting forth any change in the identity or location
     of Facility Equipment from that previously disclosed to Lender; (IV) a
     report setting forth leasing, remarketing activities and insurance
     settlements with respect to Facility Equipment, and (VI) a report
     identifying the Facility Contracts which terminated during the previous
     thirty (30) days;

         (iii) every 18 months, at Borrower's expense, a new report from
     American Appraisal Associates or another appraisal firm acceptable to
     Lender, setting forth current Fair Market and Orderly Liquidation Values of
     the principal types of Eligible Equipment subject to this Agreement, which
     Lender may utilize in its sole, but reasonable, discretion in determining
     an acceptable Estimated Residual therefor;

          (iv) 10 days after receipt thereof by Borrower, copies of all
     financial statements from any End-User(s) who comprise greater than ten
     percent (10%) of the aggregate Loan Repayment Amount on all Facility
     Contracts;

          (v)  promptly at Lender's request, such additional information,
     documents, downloads and reports as Lender shall advise Borrower from time
     to time.

     All of the items described in clauses (i), (ii) and (v) of this Section 6.4
     shall be certified by a Responsible Officer.

     6.5  REMOVAL OF FACILITY EQUIPMENT. Promptly after a Responsible Officer
learns that any Facility Equipment has been moved by a End-User from one
location to another, Borrower will inform Lender or will cause such End-User to
inform Lender of such move and will execute such additional financing statements
as Lender reasonably may request.

     6.6  DAMAGE TO EQUIPMENT. Promptly after a Responsible Officer learns that
any Facility Equipment is damaged, and if such Facility Equipment can be
repaired in accordance with the terms of the applicable Facility Contract so as
to restore the same to good and working order, Borrower shall cause such repairs
to be made in accordance with the terms of such Facility Contract.

     6.7  BOOKS AND RECORDS; INSPECTIONS.

          6.7.1     BOOKS AND RECORDS. Borrower shall keep and maintain, or
     cause to be kept and maintained, complete and accurate books and records
     and make all necessary entries therein to reflect the transactions
     contemplated hereby and all payments, credits, adjustments and calculations
     relative thereto.

          6.7.2     INSPECTIONS/AUDITS. Upon reasonable prior notice, Lender
     shall have full and complete access to the books and records of Borrower
     pertaining to the Collateral. In addition, from time to time, but not more
     often than twice each year (and upon the occurrence and during the
     continuation of a Borrower Event of Default as often as Lender in its sole
     discretion deems necessary in order to monitor the business activities of
     Borrower), representatives of Lender shall have the right to conduct an
     audit of the books and records of Borrower. Borrower shall pay to Lender on
     demand the actual, reasonable, out-of-pocket travel expenses incurred by
     Lender for any employee of Lender who may conduct or assist in conducting
     any such audit.

     6.8  MAINTENANCE. Borrower, pursuant to the applicable Facility Contract,
shall cause all Facility Equipment to be maintained and serviced so as to keep
such Facility Equipment in good operating condition, ordinary wear and tear from
normal use excepted.

     6.9  NOTICE OF DEFAULTS; CHANGE IN BUSINESS AND ADVERSE EVENTS. Borrower,
immediately after any Responsible Officer becomes aware thereof, shall give
Lender written notice of the occurrence of (i) any Event of Default or any
Incipient Default, accompanied by a statement of such Responsible Officer
setting forth what action Borrower proposes to take in respect thereof, (ii) any
change in the (A) executive officers or key employees of Borrower, or (B)
location of the chief place of business of Borrower or any sale or purchase
outside the regular course of business of Borrower, (iii) any event which may
have a material adverse effect on the (A) enforceability of the Lender Lien or
(B) ability of Borrower to perform any of its obligations under any of the Loan
Documents, (iv) any material default in payment or performance by Borrower or
any End-User under any Facility Contract or (v) any material damage to or
irreparable malfunction of any Facility Equipment.

     6.10 INSURANCE/MAINTENANCE. All Facility Equipment shall be covered by
comprehensive physical damage insurance for the full insurable value thereof,
unless otherwise mutually agreed to by Borrower and Lender, and general public
liability coverage, and Borrower "and/or its assigns, including collateral
assigns," shall be named and continue to be named as "Loss Payee" and
"Additional Insured" as its interests may appear. Said insurance shall continue
to be in full force and effect, and shall not lapse or be cancelled by the
End-Users. Borrower, pursuant to the applicable Facility Contract, will cause
the End-User under each Facility Contract to maintain all Facility Equipment in
accordance with the terms of all insurance policies which are or may be in
effect with respect thereto so as not to alter or impair any of the benefits or
coverage to which

                                       11

<PAGE>

Borrower or the applicable End-User is entitled under any such insurance
policies.

     6.11 TAXES. Borrower shall pay or, pursuant to each Contract, shall cause
the End-User thereunder to pay promptly when due all taxes, levies, assessments
and governmental charges upon or relating to Facility Equipment for which
Borrower or the applicable End-User is or may be liable.

     6.12 CONTRACTS. With respect to each of the Contracts, Borrower shall: (i)
perform all acts necessary to preserve the validity and enforceability of each
such Contract; (ii) take all actions reasonably necessary to assist Lender in
collecting when due all amounts owing to Borrower with respect to each such
Contract; (iii) at all times keep accurate and complete records of performance
by Borrower and the End-User under each such Contract; and (iv) upon request of
Lender verify with the End-User under each Facility Contract the payments due to
Borrower under such Facility Contract, except that (A) prior to the occurrence
of a Borrower Event of Default or Incipient Default, such requests shall not
occur any more frequently than once each year and (B) after the occurrence and
during the continuation of an Incipient Default or a Borrower Event of Default,
such requests may occur as often as Lender shall require.

                                     ARTICLE VII

                                  NEGATIVE COVENANTS

     Until Borrower's Obligations are paid and performed in full, Borrower shall
not:

     7.1  LIENS. Create or incur or suffer to exist any Lien on the Collateral
other than Permitted Liens.

     7.2  BORROWING. Create, incur, assume or suffer to exist any indebtedness
which is secured by Liens on the Collateral other than the Advances or Permitted
Liens.

     7.3  MODIFICATIONS OF FACILITY CONTRACTS. Without the prior, written
consent of Lender: amend, supplement, modify, compromise or waive any of the
terms of any Facility Contract (i) if the effect of such amendment, supplement,
modification, compromise or waiver is to (A) reduce or waive the amount of any
payment thereunder, (B) extend the term thereof (except as otherwise permitted
pursuant to Section 7.4), or (C) waive any provisions thereof with respect to
taxes, insurance or maintenance or (ii) unless such amendment, supplement,
modification, compromise or waiver is with respect to (A) the removal of any
Facility Equipment and, in connection with such removal, Borrower complies with
the provisions of Section 6.5, or (B) a Permitted Substitution and if, in
connection with such Permitted Substitution any prepayment of any portion of the
Facility shall occur, Borrower shall comply with the terms of subsection 2.5.

     7.4  EXTENSIONS OF FACILITY CONTRACTS; FUTURE CONTRACTS OF FACILITY
EQUIPMENT. Without the prior written consent of Lender: (i) Extend the term of
any Facility Contract unless as of the end of the Approved Contract Term of such
Facility Contract, such Contract no longer will be a Facility Contract as a
result of any such extension or (ii) re-lease any Facility Equipment unless such
re-lease is for the purpose of mitigating damages arising from a Contract Event
of Default.

     7.5  MAINTENANCE OF PERFECTED LENDER LIEN. Change the location of its chief
executive office or principal place of business, except if Borrower has (i)
given Lender at least 30 days prior written notice thereof and (ii) caused to be
filed all UCC financing statements which in the opinion of Lender are necessary
or advisable to maintain the perfection of the applicable Lender Lien.

     7.6  MERGER AND ACQUISITION. Without the prior, written consent of Lender,
which consent will not be unreasonably withheld or delayed, consolidate with or
merge into any Person, or acquire all or substantially all of the stock or
Property of any Person.

     7.7  SALE OR TRANSFER OF ASSETS. Sell, lease, assign, exchange, transfer or
otherwise dispose of any Property except (i) dispositions of Property (other
than Equipment), which is not necessary to the continued operation of the
business of Borrower, (ii) disposition of the real estate now owned or hereafter
acquired by Borrower, provided no Incipient Default or Event of Default is in
existence or will occur as a result of the consummation of any such sale, (iii)
the leasing of real property, (iv) dispositions of Property in the ordinary
course of Borrower's business, or (v) disposition of any obsolete or unusable
Property, provided that if such Property is necessary to the continued operation
of the business of Borrower, such Property promptly is replaced with Property of
like function and value to such Property when the same was not obsolete or
unusable, as applicable.

     7.8  DELINQUENCY COVENANT. Allow Facility Contract Total Delinquency to be
greater than twelve percent (12%) of the Aggregate Portfolio Outstandings. All
terms in this subsection not otherwise defined shall have the meanings set forth
in EXHIBIT L (Form of Monthly Delinquency Report).

     7.9  TRANSACTIONS WITH AFFILIATES. Except for (i) transactions in the
normal course of business, which transactions comply with the provisions of
clauses (y) and (z) of this Section 7.9, and (ii) purchases of Equipment from
PDS FINANCIAL CORPORATION, which purchases shall comply with the provisions of
clauses (y) and (z) of this Section 7.9, Borrower shall not sell, lease, assign,
transfer or otherwise dispose of any Property to any Affiliate or lease
Property, render or receive services or purchase assets from any Affiliate,
except with the prior written consent of Lender, which consent shall not
unreasonably be withheld or delayed, and except that Borrower may enter into any
such transaction with any such Affiliate in the ordinary course of business if
(y) the monetary or business consideration arising therefrom would be
substantially as advantageous to Borrower as the monetary or business
consideration which would be obtained by Borrower in a comparable arm's-length
transaction with a Person which is not an

                                       12

<PAGE>

Affiliate and (z) no other provision of this Agreement would be violated as a
result thereof.

                                     ARTICLE VIII

         BORROWER AND CONTRACT EVENTS OF DEFAULT -- DEFINITIONS AND REMEDIES

     8.1  BORROWER EVENTS OF DEFAULT -- DEFINITION. The occurrence of any of the
following shall constitute a Borrower Event of Default hereunder:

          (a)  DEFAULT IN PAYMENT. If Borrower shall fail to remit to Lender
     when due any payment that Borrower is required to make hereunder when and
     as the same shall become due and payable, and such failure shall continue
     for a period of 10 days after such payment becomes due.

          (b)  BREACH OF REPRESENTATION OR WARRANTY. If any representation made
     by Borrower to Lender in any Loan Document or in any report, certificate,
     opinion, financial statement (other than those financial statements
     provided by and pertaining to any End-User) or other document or statement
     furnished pursuant thereto shall be false or misleading in any material
     respect when made, or any warranty given by Borrower shall be breached by
     Borrower, unless (i) the fact, circumstance or condition is made true
     within ten (10) Business Days after notice thereof is given to Borrower by
     Lender, and (ii) in Lender's judgment, such cure removes any adverse effect
     on Lender.

          (c)  BREACH OF COVENANT. If Borrower shall fail to duly observe or
     perform any covenant, condition or agreement set forth in Articles VI or
     VII of the Agreement on its part to be performed or observed for ten (10)
     Business Days after a Responsible Officer has knowledge thereof.

          (d)  BANKRUPTCY, RECEIVERSHIP, INSOLVENCY, ETC.

               (i)  If Borrower or Guarantor shall (A) apply for or consent to
          the appointment of a receiver, trustee or liquidator for it or any of
          its Property, (B) be unable to pay its debts as they mature, (C) make
          a general assignment for the benefit of creditors, (D) be adjudicated
          a bankrupt or insolvent or (E) file a voluntary petition in
          bankruptcy, or a petition or an answer seeking reorganization or an
          arrangement with creditors or to take advantage of any bankruptcy,
          reorganization, insolvency, readjustment of debt, dissolution or
          liquidation law or statute, or file an answer admitting the material
          allegations of a petition filed against it in any proceeding under any
          such law, or if action shall be taken by Borrower or Guarantor for the
          purpose of effecting any of the foregoing, or

               (ii) If any Governmental Body of competent jurisdiction shall
          enter an order appointing, without consent of Borrower or Guarantor, a
          custodian, receiver, trustee or other officer with similar powers with
          respect to Borrower or Guarantor, or with respect to any substantial
          part of the Property belonging to Borrower or Guarantor, or if an
          order for relief shall be entered in any case or proceeding for
          liquidation or reorganization or otherwise to take advantage of any
          bankruptcy or insolvency law of any jurisdiction, or ordering the
          dissolution, winding-up or liquidation of Borrower or Guarantor, or if
          any petition for any such relief shall be filed against Borrower or
          Guarantor, and such petition shall not be dismissed within 45 days.

          (e)  NON-PAYMENT OF OTHER INDEBTEDNESS. Default by Borrower or
     Guarantor (other than in payment of Borrower's Obligations) in the (i)
     payment when due (subject to any applicable grace period or cure period),
     whether by acceleration or otherwise, of any indebtedness, where the amount
     thereof is in excess of $500,000, or (ii) performance or observance of any
     obligation or condition with respect to any indebtedness of Borrower or
     Guarantor, where the amount of such indebtedness is in excess of $500,000
     (other than in payment of Borrower's Obligations) if the effect of such
     default is to accelerate the maturity of any such indebtedness or to permit
     the holder thereof to cause such indebtedness to become due and payable
     prior to its expressed maturity.

          (f)  OTHER MATERIAL OBLIGATIONS. Default in the payment when due, or
     in the performance or observance of, any material obligation of, or
     condition agreed to by, Borrower or Guarantor with respect to any purchase
     or lease of goods or services, where (i) the amount with respect to any
     such purchase or lease of goods or services is in excess of $500,000 and
     (ii) any grace period or cure period with respect to any such payment,
     performance or observance has lapsed (except such default in payment,
     performance or observance shall not be deemed to constitute a default
     hereunder if the existence of any such default is being contested by
     Borrower or Guarantor in good faith and by appropriate proceedings
     diligently pursued).

          (g)  GUARANTY/GUARANTOR. If a Default or an Event of Default shall
     occur under the PDS Loan Agreement or the Guaranty.

     In any such event, in addition to Lender's other remedies under this
Agreement, Lender, by notice to Borrower, may declare that no further Advances
shall be made.

     8.2  BORROWER EVENTS OF DEFAULT -- REMEDIES. If a Borrower Event of Default
shall have occurred, and has not been cured by Borrower (or by Lender, at its
option) within an applicable cure period, or a Material Adverse Change occurs of
the type set forth in Section 4.1.7 (i) or (ii), then Lender shall have the
right to do any or all of the following:

          (a)  If Lender has not already done so pursuant to Section 2.4,
     complete and deliver to the End-Users the Contract Payment Letters to
     commence direct billing and collection with respect to the Facility
     Contracts, and deduct from such receipts and remittances a fee equal to
     five percent (5%) of the aggregate monthly receipts ("Administration Fee")
     from the payment on the Facility Contracts as compensation for the
     additional administrative burden;

          (b)  (i) exercise of any of Borrower's rights under any of the
     Facility Contracts, or (ii) by written notice, require Borrower to exercise
     on behalf of Lender as secured party under this Agreement any and all of
     the rights available to Borrower under any Facility Contract to the extent
     not already exercised by

                                       13

<PAGE>

      Borrower, whereupon Borrower shall immediately take all requested action;

          (c)  proceed against Borrower and/or Guarantor for all rights and
     remedies Lender may have in law or in equity under the Loan Documents;

          (d)  declare the entire amount of Borrower's Obligations and
     Administration Fee due and payable immediately, and exercise in respect of
     the Facility Equipment all the rights and remedies of a secured party upon
     default under the UCC, including, at any reasonable time, to enter
     Borrower's premises and take physical possession of any master leases to
     which the related Facility Contracts pertain.

          Lender shall not take any action or exercise any right that would
disturb any End-User's full and quiet enjoyment of all of such End-User's rights
under that Facility Contract. Lender will give Borrower reasonable notice of the
time and place of any public sale of any Collateral or of the time after which
any public or private sale of such Collateral or any other intended disposition
thereof is to be made. Unless otherwise provided by law, the requirement of
reasonable notice shall be met if such notice is delivered at least ten (10)
days before, or mailed, postage prepaid, to Borrower, at least twenty (20) days
before the time of such sale or disposition.

          Notwithstanding the foregoing, to the extent that a breach occurs
under Section 8.1(b), and such breach relates to a single Facility Contract,
Borrower shall have twenty (20) days from receipt of demand by Lender to prepay
the Facility Contract pursuant to the terms of the Mandatory Prepayment clause
set forth at Section 2.5.4. Borrower's failure to prepay such Facility Contract
within said twenty (20) day period shall then constitute a Borrower Event of
Default under Section 8.1(a). Furthermore, if the Borrower Event of Default
pertains solely to a breach of a covenant set forth in Section 7.8 (Delinquency
Covenants), Lender's sole remedy shall be to commence direct billing and
collection of Facility Contracts, subject to all mandatory provisions of law,
including without limitation, the Gaming Laws, as set forth more fully in
Section 8.2 (a) and (b).

          All actual costs and expenses incurred by Lender in connection with
the enforcement and/or exercise of any of its rights or remedies (including,
without limitation, reasonable attorneys fees) hereunder shall (i) be payable by
Borrower to Lender immediately upon demand, (ii) constitute a portion of
Borrower's Obligations and (iii) be secured by the Lender Lien.

     8.3  CONTRACT EVENTS OF DEFAULT.

          8.3.1     DEFINITION: The occurrence of a default by any End-User
     pursuant to the terms of a Facility Contract, which default entitles
     Borrower to accelerate or terminate such Facility Contract or to repossess
     the related Facility Equipment, shall constitute a Contract Event of
     Default.

          8.3.2     ACCELERATION. Upon the occurrence of a Contract Event of
     Default, Lender, at any time (unless such Contract Event of Default shall
     have been cured by Borrower), at its option, by notice to Borrower and/or
     End-User, may terminate such Facility Contract and accelerate all payments
     due thereunder.

          8.3.3     CONTRACT EVENT OF DEFAULT -- REMEDIES. Upon the occurrence
     of a Contract Event of Default, Borrower shall, if known to Borrower,
     immediately deliver to Lender written notice thereof, which notice shall
     identify the Facility Contract which is in default and the applicable
     Advance, and describe the nature of such default and the actions Borrower
     proposes to undertake with respect to such default. If any payment(s) under
     a Facility Contract becomes 120 days past due, whether or not such
     payment(s) have been cured by Borrower, then Borrower shall prepay in full
     the unpaid portion of the Advance pertaining to such Facility Contract and
     remit to Lender such Residuals as may be due pursuant to Section 2.7, or
     exercise its right of substitution pursuant to Section 3.3.

               Lender, with respect to the Facility Equipment subject to such
     Facility Contract, shall have and may exercise against Borrower all the
     rights and remedies of a secured party under the Illinois UCC and/or the
     UCC applicable to the location of the related Facility Equipment, and any
     other applicable laws, subject to all mandatory provisions of law,
     including without limitation, the Gaming Laws. Lender will give Borrower
     reasonable notice of the time and place of any public sale of any
     Collateral or of the time after which any public or private sale of such
     Collateral or any other intended disposition thereof is to be made. Unless
     otherwise provided by law, the requirement of reasonable notice shall be
     met if such notice is delivered at least ten (10) days before, or mailed,
     postage prepaid, to Borrower at least twenty (20) days before the time of
     such sale or disposition. Lender shall have full recourse to Borrower for
     any deficiency between the Sale Proceeds thereof and the Loan Repayment
     Amount for the related Advance. For the purposes hereof, Sale Proceeds
     shall mean the gross proceeds received by Borrower with respect to any sale
     of Facility Equipment, less any reasonable remarketing fees paid or
     reasonable costs incurred by Borrower with respect to any such sale. In
     addition to the foregoing, at Lender's election, Lender may complete and
     deliver one or more Contract Payment Letters in order to commence direct
     billing and collection with respect to one or more Contracts subject to a
     Contract Event of Default, and deduct the Administration Fee with respect
     thereto. Furthermore:

               (i)  Lender only shall be entitled to exercise the rights and
          remedies set forth in this Section 8.3.3 with respect to the Facility
          Contract, the End-User and the Facility Equipment which are the
          subject of such Contract Event of Default;

               (ii) the expenses and other payments to which any proceeds of the
          Collateral shall be applied in accordance with the provisions of
          subsections 8.6 & 8.7 shall be so applied to payment of Borrower's
          Obligations pertaining to the Facility Contract which is the subject
          of such Contract Event of Default, and

              (iii) upon payment and performance in full of all of
          Borrower's Obligations pertaining to the Facility Contract which is
          the subject of such Contract Event of Default, both

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<PAGE>

          (A) the Contract Event of Default with respect to such Facility
          Contract, and (B) any related Borrower Event of Default shall be
          deemed to be cured.

     8.5  POWER OF ATTORNEY. In order to permit Lender to exercise the rights
and remedies set forth herein, Borrower hereby irrevocably appoints Lender as
its attorney-in-fact and agent with full power of substitution, in the name of
Lender or in the name of Borrower, to perform any of the following acts upon the
occurrence of a Borrower Event of Default, subject to all mandatory provisions
of law, including without limitation, the Gaming Laws: (i) receive, open and
examine all mail addressed to Borrower and retain any such mail relating to the
Collateral and return to Borrower only that mail which is not so related; (ii)
endorse the name of Borrower on any checks or other instruments or evidences of
payment or other documents, drafts, or instruments arising in connection with or
pertaining to the Collateral, to the extent that any such items come into the
possession of Lender; (iii) compromise, prosecute or defend any action, claim,
or proceeding concerning the Collateral; (iv) perform any and all acts which
Borrower is obligated to perform under the Loan Documents; (v) exercise such
rights as Borrower might exercise with respect to the Collateral, including,
without limitation, the leasing or other utilization thereof and the collection
of any such rents or other payments applicable thereto; (vi) give notice of the
existence of the Lender's Lien, including, without limitation, notification to
End-Users and/or other account debtors of the existence of such Lender's Lien
with respect to the rents and other payments due to Borrower relative to the
Collateral; or (vii) execute in Borrower's name and file any notices, financing
statements and other documents or instruments Lender determines are necessary or
required to carry out fully the intent and purpose of the Loan Documents or to
perfect the Lender Lien.

          Borrower hereby ratifies and approves all that Lender shall do or
cause to be done by virtue of the power of attorney granted herein and agrees
that neither Lender nor any of Lender's employees, agents, officers, or its
attorneys will be liable for any acts or omissions or for any error of judgment
or mistake of fact or law made while acting in good faith pursuant to the
provisions of this subparagraph, unless such act, omission, error of judgment or
mistake of fact or law is determined by a court of competent jurisdiction in a
decision which no longer is subject to appeal to be the result of the gross
negligence or the willful or wanton misconduct of Lender or any such employees,
agents, officers or attorneys of Lender. The appointment of Lender as Borrower's
attorney-in-fact is a power coupled with an interest, and therefore shall remain
irrevocable until all of Borrower's Obligations have been paid and performed in
full.

     8.6  EXPENSES. All actual costs and expenses incurred by Lender in
connection with the enforcement and/or exercise of any of its rights or remedies
(including, without limitation, reasonable attorneys fees) hereunder shall (i)
be payable by Borrower to Lender immediately upon demand, (ii) constitute a
portion of Borrower's Obligations and (iii) be secured by the Lender Lien.

     8.7  APPLICATION OF FUNDS. Any funds received by Lender pursuant to the
exercise of any rights accorded to Lender pursuant to or by the operation of any
of the terms of any of the Loan Documents shall be applied by Lender in the
following order of priority:

          (i)  EXPENSES: First to the payment of all (A) actual fees and
     expenses, including, without limitation, court costs, fees of appraisers,
     title charges, costs of maintaining and preserving the Collateral, costs of
     sale, reasonable attorney's fees, and all other costs incurred by Lender in
     exercising any rights accorded to Lender pursuant to the Loan Documents or
     by applicable law and (B) Liens superior to the Liens of Lender, except
     such superior Liens subject to which any sale of the Collateral may have
     been made;

          (ii) BORROWER'S OBLIGATIONS. Next, to the payment of Borrower's
     Obligations, in such order as Lender may determine; and

         (iii) SURPLUS. Any surplus, to the Person or Persons legally
     entitled thereto.

                                      ARTICLE IX

                                    MISCELLANEOUS

     9.1  RIGHTS, REMEDIES AND POWERS. Each and every right, remedy and power
granted to Lender hereunder shall be cumulative and in addition to any other
right, remedy or power not specifically granted herein or now or hereafter
existing in equity, at law, by virtue of statute or otherwise and may be
exercised by Lender from time to time concurrently or independently as often and
in such order as Lender may deem expedient. Any failure or delay on the part of
Lender in exercising any such right, remedy or power, or abandonment or
discontinuance of steps to enforce the same, shall not operate as a waiver
thereof or affect Lender's right thereafter to exercise the same, and any single
or partial exercise of any such right, remedy or power shall not preclude any
other or further exercise thereof or the exercise of any other right, remedy or
power. Acceptance of payments in arrears shall not waive or affect any right to
accelerate Borrower's Obligations.

     9.2  MODIFICATIONS, WAIVERS AND CONSENTS. Any modification or waiver of any
provision of this Agreement, or any consent to any departure by Borrower
therefrom, shall not be effective in any event unless the same is in writing and
signed by Lender, and then such modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose given. Any
notice to or demand on Borrower in any event not specifically required of Lender
hereunder shall not entitle Borrower to any other or further notice or demand in
the same, similar or other circumstances unless specifically required hereunder.

     9.3  COMMUNICATIONS. All notices, consents, approvals and other
communications under the Loan Documents shall be in writing and shall be (i)
delivered in person, (ii) sent by telephonic facsimile ("FAX") or (iii) mailed,
postage prepaid, either by (A) registered or certified mail, return receipt
requested, or (B) overnight express carrier, addressed in each case as follows:

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<PAGE>

     To Lender:     Heller Financial, Inc.
                    One TransAm Plaza Drive, Suite 222
                    Oakbrook Terrace, Illinois 60181
                    Attn: Executive Vice President, Vendor Finance
                    FAX No.: (630) 916-7457

     Borrower:      PDS Financial Corporation - Nevada
                    Attention: Johan Finley, CEO and President
                    1050 East Flamingo Road, Suite N-337
                    Las Vegas, Nevada 89119
                    FAX No.: (702) 699-5649

with a copy to:     Dorsey & Whitney, LLP
                    Attention: Paula S. Rindels, Esq.
                    Pillsbury Center South
                    220 South Sixth Street
                    Minneapolis, MN 55402
                    FAX No.: (612) 340-2644

                    Vargas & Bartlett
                    Attention: Mike Alonso, Esq.
                    201 W. Liberty Street
                    P.O. Box 281
                    Reno, Nevada 89504
                    FAX No.: (702) 786-1177

or to such other address, as to either of the parties hereto, as such party
shall designate in a written notice to the other party hereto. All notices sent
pursuant to the terms of this Section 9.3 shall be deemed received (i) if sent
by FAX during regular business hours, on the day sent if a Business Day, or if
such day is not a Business Day (or a Business Day after regular business hours),
then on the next Business Day, (ii) if sent by overnight, express carrier, on
the next Business Day immediately following the day sent, or (iii) if sent by
registered or certified mail, on the fifth Business Day following the day sent.

     9.4  SEVERABILITY. If any provision of this Agreement is prohibited by, or
is unlawful or unenforceable under, any applicable law of any jurisdiction, such
provision, as to such jurisdiction, shall be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof; provided,
however, that where the provisions of any such applicable law may be waived,
they hereby are waived by Borrower to the full extent permitted by law so that
this Agreement shall be deemed to be an agreement which is valid and binding in
accordance with its terms.

     9.5  SURVIVAL. The warranties, representations, covenants and agreements
set forth herein shall survive the making of the Advances and the execution and
delivery of the Loan Documents and shall continue in full force and effect until
Borrower's Obligations have been paid and performed in full.

     9.6  ATTORNEYS' FEES AND OTHER EXPENSES. Borrower agrees to pay to Lender
on demand any actual out-of-pocket costs or expenses, together with reasonable
attorneys' fees, incurred by Lender in connection with the enforcement or
collection against Borrower of any provision of any of the Loan Documents,
whether or not suit is instituted, including, but not limited to, such actual
costs or expenses arising from the enforcement or collection against Borrower of
any provision of any of the Loan Documents in any state or Federal bankruptcy or
reorganization proceeding. In addition, in the event that Borrower elects to
submit a Contract Funding Request containing one or more Contracts which have
deviations from the standard form approved by Lender and attached to this
Agreement as part of SCHEDULE 4.1.2, Lender reserves the right to charge a
reasonable fee, based on a rate of $125.00 per hour, as an offset against the
related Advance, for its inside counsel to review such Contract(s).

     9.7  INDEMNITY. Borrower agrees to indemnify and save Lender and its
successors, assigns, agents and servants harmless of and from any claims,
actions, suits, losses, costs, liabilities, damages or expenses (including
actual expenses and reasonable attorneys' fees) incurred by Lender in connection
with the transactions contemplated by this Agreement, including without
limitation: (i) any loss, cost, liability, damage or expense (including actual
expenses and reasonable attorneys' fees) incurred in connection with the
Facility Contracts; (ii) the delivery, ownership, alteration, operation,
maintenance, return or other disposition of the Collateral; (iii) from any
documentation deficiencies or changes to the basic format of the Facility
Contract; (iv) from the existence of any party having an interest, lien or claim
in the Facility Contract(s), and/or the Facility Equipment covered thereby,
and/or the proceeds thereof, which interest, lien or claim is prior to the
interest therein assigned to Lender hereby; (v) the construction of Lender and
Borrower as having the relationship of joint venturers or partners, or (vi) the
determination that Lender or Borrower has acted as agent for the other.
Borrower's obligations with respect to the indemnity set forth in this
Section 9.7 shall survive repayment of all amounts due pursuant to the Loan
Documents, the cancellation of the Notes and the release and/or cancellation of
any and all of the Loan Documents. Lender agrees to promptly notify Borrower of
any matters in respect of which this indemnity may apply. If notified in writing
of any action or claim brought or threatened against Lender based on a claim for
which Borrower is to provide indemnity and given full authority, information,
and assistance for the defense of same by Lender, Borrower shall, without
limitation, defend those actions or claims at its expense and pay the costs and
damages and attorneys' fees awarded in any such action or arising from any such
claim, provided that Borrower shall have the right to control the defense and
settlement of all such actions and claims. Lender will take all such actions (at
the expense of Borrower) as may be reasonably requested by Borrower to assist
Borrower in connection with such defense or settlement. Nothing herein is
intended to indemnify Lender for consequences of its actions or failure to act.

     9.8  BINDING EFFECT. This Agreement shall be binding upon the successors
and assigns of Borrower and shall inure to the benefit of the successors and
assigns of Lender.

     9.9  ASSIGNMENTS; PARTICIPATIONS. Lender shall be entitled to sell, assign
or transfer any portion of its interest in the Facility; provided, however,
Lender hereby agrees to deliver to Borrower notice of such proposed sale,
assignment or transfer not less than 30 days prior to the proposed date for the
consummation thereof, which notice shall include a description of the financial
institution to which such sale, assignment or transfer is proposed to be made.
In connection with any such sale, assignment or transfer, Lender may disclose
such information with respect to Borrower, its business and financial affairs
and the Facility as Lender reasonably deems necessary, unless any such
information which has been

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<PAGE>

provided by Borrower to Lender is confidential in nature, in which case such
confidential information shall not be disclosed without the prior written
consent of Borrower, which consent shall not unreasonably be withheld or
delayed.

     9.10 FURTHER ASSURANCES. Each of Borrower and Lender agrees that upon the
request of the other party hereto at any time and from time to time after the
execution of this Agreement it shall execute and deliver such further
instructions, documents, and certificates and take such further actions as such
party reasonably may request.

     9.11 GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EXCEPT
WITH RESPECT TO ENFORCEMENT OF SECURITY INTERESTS IN GAMING DEVICE GOODS (WHICH
SHALL BE GOVERNED BY THE STATE IN WHICH SUCH GAMING DEVICE GOODS ARE SITUATED),
THIS AGREEMENT, EACH OF THE OTHER LOAN DOCUMENTS, AND ANY ASSIGNMENT EXECUTED IN
CONNECTION THEREWITH SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF
THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN
THE STATE OF ILLINOIS. BORROWER DOES HEREBY SUBMIT, AT LENDER'S ELECTION, TO THE
EXCLUSIVE JURISDICTION AND VENUE OF ANY COURTS (FEDERAL, STATE OR LOCAL) HAVING
A SITUS WITHIN THE COUNTY OF COOK AND THE STATE OF ILLINOIS WITH RESPECT TO ANY
DISPUTE, CLAIM, OR SUIT, WHETHER DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR ANY RELATED NOTE OR ANY OF BORROWER'S OBLIGATIONS
OR INDEBTEDNESS HEREUNDER. BORROWER EXPRESSLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO SERVICE BY CERTIFIED MAIL, POSTAGE PREPAID, DIRECTED TO THE LAST
KNOWN ADDRESS OF BORROWER, WHICH SERVICE SHALL BE DEEMED COMPLETED WITHIN TEN
(10) DAYS AFTER THE DATE OF MAILING THEREOF. BORROWER HEREBY IRREVOCABLY WAIVES
ANY CLAIM THAT THE COUNTY OF COOK, STATE OF ILLINOIS IS AN INCONVENIENT FORUM OR
AN IMPROPER FORUM BASED ON LACK OF VENUE AS WELL AS ANY RIGHT IT MAY NOW OR
HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO
ANOTHER COURT ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE. THE EXCLUSIVE
CHOICE OF FORUM SET FORTH HEREIN SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT
BY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION BY
LENDER TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION.

     9.12 WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS
WAIVER IS INTENDED TO BE EFFECTIVE WITH RESPECT TO ALL DISPUTES WHICH ARISE OUT
OF ANY OF THE LOAN DOCUMENTS OR PERTAIN TO THE TRANSACTIONS CONTEMPLATED
THEREBY. THIS WAIVER IS IRREVOCABLE, AND MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND SUCH WAIVER SET FORTH HEREIN SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS.

     This Agreement has been executed and delivered by each of the parties
hereto by a duly authorized officer of each such party on the date first set
forth above.

HELLER FINANCIAL, INC.


By:
    ---------------------------------

Title: Vice President

PDS FINANCIAL CORPORATION - NEVADA


By:              /S/ JOHAN FINLEY
   ----------------------------------
     Johan Finley
   Title: CEO and President





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