Exhibit 10.1


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


This First Amendment (the “Amendment”), dated June 5th, 2007, is to that certain Employment Agreement (the “Agreement”),
dated as of February 23, 2004, between Shuffle Master, Inc. (“the Company”) and
Mark L. Yoseloff (“Employee”). All capitalized
terms used in this Amendment and not otherwise defined herein shall have the same
meaning as in the Agreement.


For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,
the Company and Employee hereby agree as follows:


1.                           The date of “October 31, 2007”, which now
appears in the fifth line of the paragraph numbered 1 of the Agreement, is
hereby replaced with the date “October 31, 2008”. Thus, the term of the
Agreement now expires October 31, 2008,
unless otherwise terminated earlier in accordance with the provisions of the Agreement.


2.             The date of “October 31, 2007”, which now
appears in the second and fifth lines of the paragraph numbered 2 of the
Agreement, is hereby replaced with the date “October 31, 2008”.


3.             The entire first grammatical paragraph of the
paragraph numbered 9 of the Agreement is hereby deleted and replaced, in its
entirety, as follows:


“9. Part-Time Employment. In the
event that Employee is terminated from full-time employment during the term of this Agreement without “just cause”
(as defined in Section 7), or if the Company does not offer to renew this
Agreement on terms at least as favorable to Employee as Employee is receiving
on February 23, 2004, then, during the two year and nine month period (the “Part-Time
Employment Period”) immediately following Employee’s last day of his full-time
employment, Employee will be paid each month, as Employee’s sole remedy, an
amount determined as follows: Employee’s annualized base salary as of his last
day of full-time employment will be added to Employee’s average annual bonus awarded under the annual executive bonus program
over the last three (3) years of Employee’s full-time employment. The
resulting amount will be paid to Employee
over the Part-Time Employment Period immediately following the last day
of his full-time employment, in equal amounts, at the same intervals as other
employees of the Company are being paid.”


4.        A new paragraph numbered 21, entitled “Health
Care Benefit,” shall be added as follows:


“Unless Employee is terminated by Company for
“just cause” (as defined in Section 7), then during the Part-Time Employment
Period and thereafter, until Employee’s death, Employee shall be eligible to
participate in the Company’s











health
care (medical and dental) plan as a Class 2 employee, which benefit shall
provide the same health care coverage for Employee and his family as they were
then receiving on the last date of Employee’s full-time employment with the
Company. The Company shall pay the entire cost of this health care coverage for
Employee and his family for as long as the Employee desires said coverage.”


5         Except
as expressly amended hereby, the Agreement, as amended by  this Amendment,
is hereby confirmed and ratified by the parties as being  and remaining
in full force and effect, according and subject to its terms  and conditions, and without any further amendments or
modifications.


	
  EMPLOYER:

  	
   

  	
  EMPLOYEE:

  
	
  SHUFFLE
  MASTER, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   /s/ Paul Meyer

  	
   

  	
  /s/ Mark L. Yoseloff

  	
   

  
	
  Its: 

  	
   President

  	
   

  	
  Mark L.
  Yoseloff

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SHUFFLE
  MASTER, INC.

  	
   

  	
   

  
	
  COMPENSATION
  COMMITTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Louis Castle

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Louis Castle

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  



 



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