**Exhibit 10.11**PRIVATE AND CONFIDENTIALDated___ July 2005 **(1) Mikohn Gaming Corporation****(2) Neil Crossan** **EXECUTIVE’S SERVICE AGREEMENT** 
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**THIS AGREEMENT**is made on ___1st__ July, 2005**BETWEEN:****(1)** **Mikohn Gaming Corporation**of 920 Pilot Road, Las Vegas, NV 89119 (“the **Company**”) and**(2)** **Neil Crossan**of **[30 Lake Street, Oxford, Oxfordshire]**(“the **Executive**”)**RECITAL**It is the intention of the parties that this document be executed as a deed.**1.** **Interpretation** 1.1 In this Agreement, (except where the context otherwise requires) the words and expressionsset out below shall have the following meanings: (a) the “Board” means the board of directors from time to time of the Company or aduly authorised committee of it;  (b) “Confidential Material” means any information relating to the Group or thebusiness, prospective business, technical processes, computer software (both source andobject code), Intellectual Property Rights or finances of any member of the Group, orcomplications of two or more items of such information whether or not each individualitem is in itself confidential, including without limitation, price lists, lists ofcustomers and suppliers (both current and those who were customers or suppliers duringthe past two years), which comes into the Executive’s possession by virtue of theEmployment, and which the relevant member of the Group regards, or could reasonably beexpected to regard, as confidential, whether or not such information is reduced to atangible form or marked in writing as “confidential”, and any and all information whichhas been or may be derived or obtained from any such information;  (c) the “Employment” means the employment of the Executive pursuant to thisAgreement or, as the context requires, its duration;  (d) the “Group” means the Company, any subsidiary of the Company, any holdingcompany of the Company, any subsidiary of such holding company and any companydesignated by the Board as an associated company from time to time;  (e) “Intellectual Property Rights” means copyrights, patents, utility models, trademarks, service marks, design rights (whether registered or unregistered), databaserights, semiconductor topography rights, proprietary information rights and all othersimilar proprietary rights and applications for such rights as may exist anywhere inthe world;  (f) “Inventions” means all inventions, improvements, modifications, processes,formulae, models, prototypes and sketches, drawings, plans or specifications for themor other matters which the Executive alone or with one or more others may make, deviseor discover during the Employment and which pertain or are actually or potentiallyuseful to the commercial or industrial activities from time to time of the Group or theprocesses or machinery of the Group for providing the services or making the productsof the Group or which pertain to, result from or are suggested by
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   any work which the Executive or any employee has done or may do during theEmployment for the Group;  (g) “Recognised Investment Exchange” has the meaning given to it in Section 285 ofthe Financial Services and Markets Act 2000; and  (h) “Termination Date” means the date on which the Employment terminates.1.2 The expressions “holding company” and “subsidiary” shall have the meanings given to them bySections 736 and 736A, Companies Act 1985.1.3 In this Agreement, unless the context otherwise requires: (a) references to Clauses are to clauses of this Agreement, as amended inaccordance with this Agreement;  (b) the Clause headings are for convenience only and shall not affect theinterpretation of this Agreement;  (c) the Recital constitutes an integral part of this Agreement;  (d) references to any legislation are reference to that legislation as amended,replaced or re-enacted from time to time and any subordinate legislation made under it;  (e) words implying the singular include the plural and vice versa;  (f) words implying a gender include every gender; and  (g) references to a person include an individual, firm, company, corporation,unincorporated body of people, or any agency of the above.**2.** **Appointment**2.1 The Company will employ the Executive and the Executive will serve the Company as ExecutiveVice President, International Division.**3.** **Duration**3.1 Subject to Clauses 3.2, 15.1 and 16.1 the Employment commenced on 1st July 2005 and willcontinue unless or until terminated by either party giving to the other not less than 30 days’written notice, such notice to expire at any time.3.2 Notwithstanding Clause 3.1, the Company will be entitled at its sole discretion to make apayment of basic salary to the Executive in lieu of notice and to deduct sums equivalent totax and national insurance from any such payment; *provided*that if the Company decides not tomake a payment to the Executive under this Clause, the Executive cannot enforce that paymentas a contractual debt nor as liquidated damages and his sole remedy will be a claim indamages. **[**3.3 The Executive’s continuous period of employment with the Company began on October12th 2000.3.4 During any period of notice, the Executive may be required by the Company, in its absolutediscretion, for up to twelve months not to attend at the Company’s premises at any time andnot to perform any duties for the Company or to perform only such duties, specific projects or
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  tasks as are assigned to him expressly by the Company, for such period and at such place orplaces as the Company deems necessary; *provided*, that the Executive will be entitled toreceive his basic salary during such period. For the avoidance of doubt, during any suchperiod the Executive will remain an employee of the Company and may not carry out any workfor any third party.3.5 The Company retains the right to suspend the Executive from the Employment on basic salary atany time for a reasonable period to investigate any matter in which it reasonably believes theExecutive is implicated or involved (whether directly or indirectly). For the avoidance ofdoubt, any decision to suspend will be made by the Chief Executive Officer.**4.** **Duties**4.1 The Executive will: (a) perform all the duties and exercise all the powers of his office and such otherfunctions within the Group (not being inconsistent with his position as Executive VicePresident, International Division, of the Company) as the Chief Executive Officer mayrequire to the best of his ability, giving the Company the full benefit of hisknowledge, expertise and technical skills, and he will comply with all lawfuldirections given by or with the authority of the Board, and whenever required to do so,will promptly give a full account to the Board or a person duly authorised by theBoard, of all matters entrusted to him;  (b) comply with all reasonable directions from time to time given to him by theChief Executive Officer and with rules and policies from time to time laid down by theCompany;  (c) whenever so required for the proper fulfilment of his duties, work withoutfurther remuneration in excess of the normal hours of work of the Company;  (d) attend and work at any premises of the Group wherever situated, and travel andwork both in the United Kingdom and abroad, as may be required for the properfulfilment of his duties; and  (e) at the request of the Company, accept any other appointment with the Group(whether such appointment is in addition to or in substitution for the appointmentspecified in Clause 2) whether in the United Kingdom or abroad; *provided*, that suchappointment does not render the terms of the Employment, taken as a whole, materiallyless favourable to the Executive than those prevailing before such appointment. Nosuch change will be deemed to be a termination of the Employment.4.2 The Executive agrees that for the purposes of the Working Time Regulations 1998 (and anyamendment or re-enactment thereof) any legislative provisions imposing a maximum number ofaverage weekly working hours shall not apply to the Employment. The Executive may withdrawconsent by giving the Company not less than three months’ notice in writing.4.3 The Executive agrees not to voluntarily assist any person in bringing or pursuing, orpreparing to bring or pursue, any claim or action of any kind against the Company, itsparents, subsidiaries, affiliates, officers, directors, employees or agents save as requiredby Order of a Court of competent jurisdiction.4.4 Before and after the Termination Date, the Executive agrees to reasonably cooperate with theCompany in connection with its actual or contemplated defence, prosecution, or investigationof any claims or demands by third parties, or other matters, arising from events, acts, or
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  failures to act that occurred during the time period in which the Executive is employed bythe Company. Such cooperation includes, without limitation, the Executive making himselfavailable upon reasonable notice, without Order of a Court of competent jurisdiction, forinterviews and truthful and accurate testimony, which could include depositions, trialtestimony and/or witness statements. The Company will reimburse the Executive forreasonable out-of-pocket expenses he incurs in connection with any such cooperation(excluding forgone wages, salary, or other compensation), and will reasonably accommodatethe Executive’s scheduling needs. In addition, the Executive agrees to execute alldocuments (if any) necessary to carry out the terms of this Clause 4.4.**5.** **Employment interests**5.1 Subject to Clause 5.2, during the Employment the Executive will not, without the priorconsent of the Company be engaged or be concerned or undertake or be interested in (whetherdirectly or indirectly) any other business or occupation or become a director or employee oragent or consultant or partner of any other person, firm or company (other than a companywithin the Group).5.2 Notwithstanding Clause 5.1, the Executive may own beneficially any shares or securitieslisted on a Recognised Investment Exchange which when aggregated with shares or securitiesbeneficially owned by his spouse and/or children, total not more three per cent of any singleclass of shares or securities in any company.**6.** **Remuneration**6.1 The Company will pay to the Executive during the Employment a basic salary at the rate of**[GBP 153,952]**per annum (or at such higher rate as the Company may in its absolute discretionfrom time to time decide) which will accrue from day to day and be payable by equal monthlyinstalments in arrears on or before the last day of each calendar month. The Executive’s basicsalary shall increase at a rate of no less than 5% per annum for the duration of theAgreement. In addition to the foregoing, Executive shall be entitled to a payment of GBP2,050 per month for the duration of the Agreement, which shall constitute a cost of livingadjustment (“COL”).6.2 At the sole and absolute discretion of the Company, the Executive may be eligible to receivea bonus during the Employment. The amount of any bonus paid will be determined by theCompany’s Compensation and Executive Committees. The payment of a bonus in respect of oneyear will not create any right or entitlement to a bonus in respect of any subsequentfinancial year. No bonus payment will be made if at the due payment date the Executive hasreceived or has given notice of the termination of the Employment or has ceased to be employedby the Company.6.3 During the term of this Agreement, the Company will provide the Executive a family membershipat Spanish Trails Country Club subject to and in accordance with the rules of such membershipscheme. The Executive shall be responsible for payment of monthly dues and other charges(except for the initial membership charge).6.4 At the sole and absolute discretion of the Company, and subject to approval of the Board, theExecutive may be eligible to receive options to purchase shares of the Company’s common stocksubject to and in accordance with the rules of the Company’s Stock Option Program from time totime.6.5 The Executive authorises the Company to deduct from the Executive’s salary sums from time totime owing from the Executive to the Company or any other member of the Group.
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6.6 In addition to all other compensation, the Company shall pay to Employee a one time lump sumof 30,000 Euros to assist Employee in his relocation. This sum shall be payable no later thanOctober 31, 2005. The parties acknowledge that all necessary taxes will be withheld form thisamount in ordinary course.**7.** **Expenses**7.1 The Company will reimburse to the Executive (against receipts or other appropriate evidence)all expenses properly and reasonably incurred by him in the course of his duties under theEmployment, including but not limited to the reasonable, actual and documented costs ofrelocation of Executive’s personal belongings to the United Kingdom.7.2 If the Executive is provided with a credit or charge card by the Company, this must only beused for expenses reasonably incurred by him in the course of performing his duties under theEmployment.**8.** **Car**8.1 Subject to the Company’s car policy, and to the terms of that policy in force from time totime, the Company will pay the Executive a car allowance of GBP 900 per month. The allowanceshall be payable by monthly payments in arrears subject to such deductions as are required bylaw.**9.** **Sickness pay**9.1 The Executive has no contractual right to pay in respect of absence due to sickness or injurysave for the Executive’s entitlement to statutory sick pay (“SSP”) under the Social SecurityContributions and Benefits Act 1992 and any payment made by the Company during a period ofsuch absence in addition to SSP will be at the Company’s sole discretion. Any payment madeunder this Agreement in respect of a day of sickness will count towards the Executive’s SSPfor that day and any sickness or other benefits obtained by the Executive under any socialsecurity, national insurance or other legislation from time to time in force or any benefitreceived by him as a result of contributions paid by the Company to any health insurancescheme, in respect of a day of sickness will count towards payment to be made under thisAgreement in respect of that day. Monday to Friday (inclusive) in each week shall beQualifying Days for the purposes of the said Act.9.2 In respect of any absence from the Employment due to sickness or injury lasting up to 7 days,the Executive will send to the Board, or to such person as it may nominate, a self certificatein such form as the Company may reasonably require. In respect of any absence exceeding 7days, he will send to the Board or to the Board’s nominee, a statement of his disabilitysigned by a medical practitioner covering absence after the seventh day.9.3 If the Executive is absent from work due to sickness or injury which is caused by the faultof another person, and as a consequence recovers from that person or another person any sumrepresenting compensation for loss of salary or other benefits under this Agreement, theExecutive will repay to the Company any money it has paid to him as salary and the value ofother benefits in respect of the same period of absence.9.4 Subject to the Executive’s rights pursuant to the Access to Medical Reports Act 1998, theExecutive agrees to be examined at the Company’s expense by a doctor nominated by the Companyif at any time the Company so requests and the Executive authorises such doctor to discloseand to discuss with the Company and its advisers the results of such examinations.
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**10.** **Holidays**10.1 The Executive will be entitled, with full remuneration, to the usual public and statutoryholidays and a further 25 working days’ holidays in each full holiday year, to be taken atsuch times as will be agreed between the Chief Executive Officer and the Executive or, failingagreement, as the Chief Executive Officer may determine. Holidays must be requested as far inadvance as is practicable and in any event not less than one week prior to the start of theholiday.10.2 The Executive’s holiday entitlement will be deemed to accrue from day to day and may not becarried over from one holiday year to the next. No payment will be made to the Executive inlieu of holiday accrued but not taken by him save on the termination of the Employment.However, where the Executive is dismissed pursuant to Clause 15.1 any such payment will belimited to that required by law. If on termination of the Employment, the Executive hasexceeded his accrued holiday entitlement, the appropriate deduction will be made from theExecutive’s final salary payment.10.3 The Company’s holiday year runs from 1 January to 31 December.**11.** **Pensions and insurance**11.1 The Company does not operate a pension scheme and the Executive is encouraged to make his ownpension arrangements.11.2 Notwithstanding the above, the Company will provide the Executive with access to a designatedstakeholder pension scheme as required by law.11.3 If the Executive decides to contribute to the designated stakeholder pension scheme theCompany will at his request arrange for his contributions to be deducted from his monthlysalary and paid direct to the designated stakeholder pension scheme. The Executive may vary,cease or re-commence contributions although the Company reserves the right to restrict thefrequency of variation, cessation or recommencement of contributions. The Executive will beprovided with this information when he first makes contributions.11.4 The Company has not opted to contract out of the State Earnings Related Pension Scheme and aContracting-out Certificate issued in accordance with the Pension Schemes Act 1993 is not inforce in respect of the Employment.11.5 During the Employment, the Executive will be entitled to participate at the Company’s expensein such private medical expenses and dental insurance schemes offered by the Company and asthe Executive elects to participate in, subject to the rules of the scheme from time to time(and any replacement schemes provided by the Company) and subject to the Executive beingeligible to participate in or benefit from such scheme pursuant to its rules.11.6 The Executive agrees that the Company shall have no liability to the Executive for any act,omission or default of any of the insurers, issuers or providers of any of the benefitsspecified above or otherwise provided to the Executive during the Employment. The maintenanceof these benefits is a taxable benefit in the Executive’s hands and will be disclosed to theInland Revenue.11.7 The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmlessthe Executive and the Executive’s heirs, estate, executors and administrators against anycosts, losses, claims, suits, proceedings, damages or liabilities to which the Executive maybecome subject which arise out of, are based upon or relate to the Executive’s employment bythe Company (and any predecessor company to the Company), or the
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  Executive’s service as an officer or member of the Board of Directors of the Company (or anypredecessor company of the Company) or any affiliate, including without limitationreimbursement for any legal or other expenses reasonably incurred by the Executive inconnection with investigation and defending against any such costs, losses, claims, suits,proceedings, damages or liabilities.11.8 The Company may maintain directors and officers liability insurance in commerciallyreasonable amounts (as reasonably determined by the Board) subject to and in accordance withthe rules of such scheme, and, in the event such insurance is obtained, the Executive shall becovered under such insurance to the same extent as other senior management employees (anddirectors, with respect to the Executive’s role as a director, as may be applicable);*provided*, however, that the Company shall not be required to maintain such insurance coverageunless the Board determines that it is obtainable at a reasonable cost.**12.** **Intellectual property rights**12.1 The Executive will promptly disclose and deliver to the Company for the exclusive use andbenefit of the Group full details of any Inventions upon the making, devising or discoveringof the same during the Employment, irrespective of whether they were so made, devised ordiscovered during normal working hours or using the facilities of the Company. The Executivewill, irrespective of the termination of the Employment, give all information and data in hispossession as to the exact mode of working, producing and using the same and will also at theexpense of the Company give all such explanations, demonstrations and instructions to theCompany as the Board may deem appropriate to enable the full and effectual working, productionor use of the same.12.2 The Executive will, without additional payment to him (except to the extent provided inSection 40, Patents Act 1977 or any similar provision of applicable law), whether or notduring the continuance of the Employment, at the expense of the Company, promptly execute anddo all acts, matters, documents and things necessary to enable the Company or its nominee toapply for and obtain any or all applicable Intellectual Property Rights in any or allcountries relating to any Inventions or other materials produced by the Executive during theEmployment.12.3 The Executive: (a) will do anything necessary to confirm vesting of title to any or all applicableIntellectual Property Rights (except only to the extent that such Intellectual PropertyRights fail to vest in the Company) in any or all countries relating to any Inventionsor other materials produced by the Executive during the Employment in the Company orits nominee absolutely;  (b) with full title guarantee hereby assigns (insofar as title to them does notautomatically vest in the Company as a consequence of the Employment) to the Company byway of future assignment all copyrights arising in any original material (includingwithout limitation source code and object code for software) produced by the Executiveduring the Employment, whether during the normal hours of work of the Company orotherwise or at the premises or using the facilities of the Company or otherwise, beingthe exclusive right to do and to authorise others to do any and all acts restricted bythe Copyright Designs and Patents Act 1988 in relation to such material in the UnitedKingdom together with copyright in all other countries of the world (and/or any similarrights in countries where such rights exist) for the whole term of such copyrightincluding any extensions or renewals thereof and including the right to sue for damagesand other remedies in respect of any infringements of the copyrights in
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   such material or conversion of infringing copies of the material prior to the dateof this Agreement to hold unto the Company absolutely; and  (c) waives all moral rights arising from any such original material so far as theExecutive may lawfully do so in favour of the Company and for the avoidance of doubtthis waiver shall extend to the licensees and successors in title to the copyright inthe said material.12.4 Without prejudice to the generality of Clauses 12.2 and 12.3, the Executive herebyirrevocably and by way of security appoints the Company as his attorney in his stead to do allsuch things and execute all such documents as may be necessary for or incidental to grant tothe Company the full benefit of this Clause.12.5 The Executive will do nothing (whether by omission or commission) during the Employment or atany times thereafter to affect or imperil the validity of any Intellectual Property Rightsobtained, applied for or to be applied for by the Company or its nominee. In particularwithout limitation the Executive shall not disclose the subject matter of any Inventions whichmay be patentable before the Company has had the opportunity to apply for any patent orpatents. The Executive will at the direction and expense of the Company promptly render allassistance within his power to obtain and maintain such Intellectual Property Rights or anyapplication for any extension of them.12.6 Nothing in this Agreement obliges any member of the Group to seek patent or other protectionfor any Invention nor to exploit any Invention.**13.** **Confidentiality**13.1 The Executive must not during the Employment (other than in the proper performance of hisduties) or at any time thereafter use for his own purposes or disclose to any third party anyConfidential Material and must use his best endeavours to prevent such disclosure, except uponwritten approval of a duly authorised officer of the Company.13.2 All Confidential Material and all other documents, papers and property which may have beenmade or prepared by, or at the request of, the Executive or have come into his possession orunder his control in the course of the Employment or which relate in any way to any member ormembers of the Group or its or their the business, prospective business or affairs or those ofany customer, supplier, agent, distributor or sub-contractor of any member of the Group are,as between the relevant member of the Group and the Executive, deemed to be the property ofthe relevant member of the Group. The Executive must deliver up all such documents and otherproperty (including but not limited to the Company’s security badge and keys provided to theExecutive), including all copies, to the Company immediately upon the termination of theEmployment (or at any earlier time on demand).13.3 The Executive must immediately inform the Company if he becomes aware of the possession, useor knowledge of any of the Confidential Material by any person not authorised to possess, useor have knowledge of the Confidential Material, whether during the Employment or thereafterand must at the Board’s request provide such reasonable assistance as is required to deal withsuch event.13.4 The provisions of this Clause do not apply to any Confidential Material which: (a) is in or enters the public domain other than by breach of the Agreement; or  (b) is obtained from a third party who is lawfully authorised to disclose suchinformation; or
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 (c) is authorised for release by the prior written consent of the Chief ExecutiveOfficer; or  (d) is a protected disclosure as defined by the Public Interest Disclosure Act1998.13.5 Nothing in this Clause will prevent the Executive from disclosing Confidential Material whereit is required to be disclosed by judicial, administrative, governmental or regulatory processin connection with any action, suit, proceeding or claim or otherwise by applicable law.13.6 Failure by the Executive to comply with this Clause shall constitute a breach of thisAgreement entitling the Company to terminate it immediately.**14.** **Data protection**14.1 The Executive hereby agrees that the Company may hold computer records and personnel filesrelating to the Executive. These may include, but are not limited to, the Executive’semployment application, references, bank details, performance appraisals, holiday and sicknessrecords, salary reviews and remuneration details and other records, (which may, wherenecessary, include sensitive data relating to the Executive’s health, and data held for ethnicmonitoring purposes). The Company requires such personal data for personnel administrationand management purposes and to comply with its obligations regarding the keeping ofemployee/worker records. The Executive’s right of access to this data is as prescribed bylaw.14.2 The Executive hereby agrees that the Company may process personal data relating to him forpersonnel administration and management purposes, and may, when necessary for those purposes,make such data available to its advisors, to parties providing products and/or services to theCompany (such as IT systems suppliers, pension, benefits and payroll administrators), toregulatory authorities (including the Inland Revenue) and as required by law. Further, theExecutive hereby agrees that the Company may transfer such data to and from any member of theGroup including any member of the Group located outside the European Economic Area.**15.** **Termination for breach**15.1 Notwithstanding the provisions of Clause 3.1 and 16.1, the Company may terminate theEmployment by written notice having immediate effect if the Executive: (a) is guilty of serious dishonesty or of gross misconduct or incompetence orwilful neglect of duty or commits any breach of this Agreement, other than a breachwhich is capable of remedy and is remedied immediately by the Executive, at theCompany’s request, to the complete satisfaction of the Company; or  (b) is convicted of a criminal offence, other than an offence carrying a fixedpenalty under the Road Traffic Acts; or  (c) is unable through sickness or injury for twelve consecutive weeks or anaggregate of fifteen weeks in any fifty-two consecutive weeks to perform the duties ofthe Employment; or  (d) after receiving written warning from the Company in respect of the poorperformance of his duties, the Executive continues, in the opinion of the ChiefExecutive Officer, to perform his duties to an unsatisfactory standard; or
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