EXHIBIT 10.30

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

NONRECOURSE PROCEEDS SHARING AGREEMENT

THIS NONRECOURSE PROCEEDS SHARING AGREEMENT(the "Agreement") is
made on December 31, 2001 by and betweenHELLER EMX, INC., a Delaware corporation, having an office and place of business at 622 Third
Avenue, New York, New York 10017 ("Heller") andPDS GAMING CORPORATION-NEVADA, a Nevada corporation, and PDS GAMING
CORPORATION,a Minnesota corporation, having an office and place of business at 6171 McLeod Drive, Las Vegas, Nevada 89120-4040
(collectively "PDS").

WHEREAS:

A.PDS is the owner of various items of gaming and other equipment (the
"Equipment") more specifically described inSchedule Aannexed hereto, which Equipment has been
leased by PDS to the lessees identified in Schedule A (each a "User") pursuant to a Lease Agreement and Schedule(s) thereto also described in
Schedule A for the Equipment, between PDS, as lessor, and said User, as lessee (each a "User Lease") for a term (the
"Initial Term") expiring on the date (the "Scheduled Expiration Date") set forth in Schedule A
with respect to that Equipment and User Lease (unless earlier terminated in accordance with the related User Lease). Any reference to any User or User Lease shall
be deemed to include the end users and leases of Equipment entered into with end users subsequent to the Initial Term of any User Lease (the "Availability
Date").

B.PDS financed its acquisition of each item of Equipment in part by loans (collectively, the "Senior
Debt") described in Schedule A with respect to the Equipment and PDS has granted to the senior lenders identified on Schedule A (collectively, the
"Senior Lender") security interests (collectively, the "Senior Lien") in the Equipment and in and to all
rights of PDS under the related User Lease, including all monthly rental charges due thereunder during the Initial Term except as otherwise set forth on Schedule A, in order to secure payment
of the Senior Debt and all other obligations of PDS to the Senior Lender.

C.Schedule A consists of eight (8) separate Schedules, numbered A-1 through A-8, each
a separate Schedule A with respect to the Equipment, User Leases and other information described thereon, but all of which together shall constitute Schedule A hereto.

D.PDS, in its normal business practices, will be the owner of various items of gaming and other equipment (the
"Future Equipment") which Future Equipment will be leased by PDS to the various lessees pursuant to Lease Agreements and Schedule(s) between PDS, as
lessor, and said User, as lessee (each a "Future User Lease") for a term (the "Initial Term") expiring
on the date (the "Scheduled Expiration Date"), set forth in an amended Schedule A, with respect to that Future Equipment and User Lease (unless
earlier terminated in accordance with the related User Lease).

E.PDS may finance its acquisition of each item of Future Equipment in part by loans (collectively, the
"Future Senior Debt") with respect to the Future Equipment and PDS will grant to the senior lenders (collectively, the "Future
Senior Lender") security interests (collectively, the "Future Senior Lien") in the Future Equipment and in and to all rights of
PDS under the related User Lease, including all monthly rental charges due thereunder during the Initial Term, in order to secure payment of the Future Senior Debt and all other obligations of PDS to
the Future Senior Lender.

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F.Heller and PDS desire to share the profits as calculated in accordance withRecital Hbelow ("Residual Profits") derived from the residual value generated by the Equipment and the Future Equipment (the
"Residual Pool") according to the terms and conditions specified herein and set forth below. PDS and Heller will agree on the contribution value of the
Equipment and Future Equipment residuals as it is contributed to the Residual Pool (the "Contribution Value").

G.Contribution Values for the Residual Pool are calculated as the aggregate of the following: (a) PDS and Heller
agree that the Contribution Value of the Equipment detailed in Schedule A as of the closing date is Two Million Six Hundred Thousand Dollars ($2,600,000.00), and (b) the Contribution
Value for
residual proceeds related to Future Equipment to be added to the Residual Pool by PDS over the next 24 months is the Estimated Residual Profit (defined below) of such Future Equipment as agreed
upon by PDS and Heller, discounted from the Scheduled Expiration Date to the User Lease commencement date using a 7% discount rate. For purposes of this Agreement, the
"Estimated Residual Profit" shall be equivalent to PDS's assumed residual, which are generally as follows: (All expressed as a percentage of original
equipment invoice cost)For gaming devices: *** for *** month leases and *** for *** month leases; For all other equipment: *** for *** month leases and *** for *** month leases; unless
otherwise agreed upon in advance by PDS and Heller ("PDS Assumed Residual").    The PDS Assumed Residual amount shall be indicated on
Schedule A for each User Lease as the same shall be amended from time-to-time as Future Equipment is contributed to the Residual Pool. The Contribution Value for the
Future Equipment will not be less than Four Million Five Hundred Ninety Thousand Dollars ($4,590,000.00). The parties acknowledge and agree that the total Contribution Value of Equipment and Future
Equipment to be contributed by PDS to the Residual Pool as contemplated under this Agreement will be Seven Million One Hundred Ninety Thousand Dollars ($7,190,000.00).

H.Residual Profits (as defined above) are calculated as the total residual proceeds derived from each User Lease in the
Residual Pool less reasonable PDS direct out-of-pocket remarketing costs and less the PDS Assumed Residual as indicated on Schedule A. In the event a User Lease, or an
item of Equipment or Future Equipment, is terminated prior to the Scheduled Expiration Date for any reason including a casualty occurrence or a User exercising an early termination option, proceeds
will also be reduced by the present value of the remaining lease payments for the Initial Term discounted at the senior debt rate or, if no financing from a Senior Lender or Future Senior Lender is
utilized, the User's cost of capital.

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1.    RECITALS INCORPORATION.The recitals set forth above are hereby incorporated into this Agreement as material
parts hereof and not as mere recitals.

2.    CLOSING DOCUMENTATION.This Agreement is effective as of the date first written above. PDS agrees to send to
Heller the following:



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3.    TERM.Except as otherwise provided herein, the term of this Agreement shall commence on the date hereof and
shall continue until the liquidation of all Equipment and Future Equipment in accordance herewith.

4.    RESIDUAL PROFIT DISTRIBUTION SCHEDULE.



5.    FUTURE EQUIPMENT AND COLLATERAL.



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6.    REPRESENTATIONS, COVENANTS AND WARRANTIES OF PDS.



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7.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF HELLER



8.    REMARKETING OF EQUIPMENT



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9.    SECURITY; DEFAULT; REMEDIES.



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10.    MISCELLANEOUS.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

|"HELLER"         |                       | "PDS"                        
|---------------- | --------------------- | -----------------------------
|                 |                       |                              
|HELLER EMX, INC. |                       | PDS GAMING CORPORATION-NEVADA
|                 |                       |                              
|By:              | /s/RALPH J. WILLIS    |                              
|Print Name:      | Ralph J. Willis       |                              
|Title:           | Senior Vice President |                              
|                 |                       |                              
|                 |                       |                              
|                 |                       |                              
|                 |                       |                              
|                 |                       |                              
|                 |                       |                              

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